-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J6CiJXp/QlkCDPa2YAC6hJ9N0MAgHAoziEBJhj3/GmqfYNLs7aC4CB3BR3evT4fX rFuxJeGG6ONsH1DrLM/neQ== 0001111830-08-000638.txt : 20080606 0001111830-08-000638.hdr.sgml : 20080606 20080606104518 ACCESSION NUMBER: 0001111830-08-000638 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080606 DATE AS OF CHANGE: 20080606 EFFECTIVENESS DATE: 20080606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAMSBURG INVESTMENT TRUST CENTRAL INDEX KEY: 0000842512 IRS NUMBER: 566344591 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-05685 FILM NUMBER: 08884619 BUSINESS ADDRESS: STREET 1: C/O ULTIMUS FUND SOLUTIONS, LLC STREET 2: 225 PICTORIA DRIVE, SUITE 450 CITY: CINCINNATI STATE: OH ZIP: 45246 BUSINESS PHONE: 513-587-3400 MAIL ADDRESS: STREET 1: C/O ULTIMUS FUND SOLUTIONS, LLC STREET 2: 225 PICTORIA DRIVE, SUITE 450 CITY: CINCINNATI STATE: OH ZIP: 45246 FORMER COMPANY: FORMER CONFORMED NAME: NOTTINGHAM INVESTMENT TRUST /NC/ DATE OF NAME CHANGE: 19940125 FORMER COMPANY: FORMER CONFORMED NAME: NOTTINGHAM INVESTMENT TRUST DATE OF NAME CHANGE: 19940125 0000842512 S000001557 Government Street Equity Fund C000004216 Government Street Equity Fund GVEQX 0000842512 S000001558 FBP Balanced Fund C000004217 FBP Balanced Fund FBPBX 0000842512 S000001559 Davenport Equity Fund C000004218 Davenport Equity Fund DAVPX 0000842512 S000001561 Alabama Tax-Free Bond Fund C000004220 Alabama Tax-Free Bond Fund ALABX 0000842512 S000001562 Government Street Mid-Cap Fund C000004221 Government Street Mid-Cap Fund GVMCX 0000842512 S000001563 Jamestown Balanced Fund C000004222 Jamestown Balanced Fund JAMBX 0000842512 S000001564 Jamestown Equity Fund C000004223 Jamestown Equity Fund JAMEX 0000842512 S000001565 Jamestown Tax-Exempt Virginia Fund C000004224 Jamestown Tax-Exempt Virginia Fund JTEVX 0000842512 S000001566 Jamestown International Equity Fund C000004225 Jamestown International Equity Fund JAMIX 0000842512 S000001567 FBP Value Fund C000004226 FBP Value Fund FBPEX 0000842512 S000013560 Jamestown Select Fund C000036767 Jamestown Select Fund JEDIX N-CSR 1 ncsr-0308.txt WILLIAMSBURG INVESTMENT TRUST - N-CSR -------------------------- OMB APPROVAL -------------------------- OMB Number: 3235-0570 Expires: August 31, 2010 Estimated average burden hours per response: 18.9 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-05685 -------------------------------------------- Williamsburg Investment Trust - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 225 Pictoria Drive, Suite 450 Cincinnati, Ohio 45246 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) W. Lee H. Dunham, Esq. Sullivan & Worcester LLP One Post Office Square Boston, Massachusetts 02109 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (513) 587-3400 --------------------------- Date of fiscal year end: March 31, 2008 --------------------------------- Date of reporting period: March 31, 2008 --------------------------------- Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. REPORTS TO STOCKHOLDERS. -------------------------------- DAVENPORT EQUITY FUND --------------- -------------------------------- ANNUAL REPORT March 31, 2008 -------------------------------- -------------------------------- THE DAVENPORT EQUITY FUND LETTER TO SHAREHOLDERS MAY 8, 2008 ================================================================================ Dear Shareholders, The following chart represents The Davenport Equity Fund's (the "Fund") performance and the performance of the S&P 500 Index*, the Fund's primary benchmark, for the periods ending March 31, 2008.
Since Gross Inception** Expense Q1 2008 1 Year 3 Years** 5 Years** 10 Years** (1/15/98) Ratio: - ------------------------------------------------------------------------------------------- DAVPX -7.88 3.44 7.61 12.24 4.22 5.24 0.96% S&P 500 -9.44 -5.08 5.85 11.32 3.50 4.98
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA QUOTED. PERFORMANCE DATA, CURRENT TO THE MOST RECENT MONTH END, MAY BE OBTAINED BY CALLING 1-800-281-3217. * The S&P 500 Index is comprised of 500 U.S. stocks and is an indicator of the performance of the overall U.S. stock market. An investor cannot invest in an index and its returns are not indicative of the performance of any specific investment. ** Annualized. MARKET COMMENTARY To say that current market conditions are unsettling would be an understatement. Investors are waking up daily to headlines of volatile stock prices, declining home values, rising oil prices, a collapsing U.S. dollar and an under-capitalized banking system. Recently, we awoke to news of Bear Stearns being bailed out by JP Morgan and the Federal Reserve at a price of $2 per share, which is approximately 1% of its trading price of roughly $150 per share a year ago. The equity markets continued the late 2007 retreat in the first quarter of 2008 with the S&P 500 Index down 9.4% and the Russell Midcap Index (1) down 10.0%. While not satisfied with negative results, we are pleased that the Fund outperformed its benchmark during the first quarter. Our economy is clearly slowing. Furthermore, we may be witnessing the end of a multi-decade debt boom. Bull markets tend to be driven in part by easy access to capital. Access to capital is supported by lending, which in turn is supported by faith and confidence. Currently, faith and confidence are lacking. As a result, we have been cautious in this environment. The Federal Reserve took unprecedented steps during the quarter to soften the blow, but probably won't be able to entirely offset this lack of confidence. During the quarter, the Federal Open Market Committee elected to lower the Fed Funds rate by 200 basis points and opened the discount window to broker dealers accepting an expanded list of assets as collateral. The Fed orchestrated the purchase of Bear Stearns by JP Morgan and agreed to guarantee the assets up to $29 billion to facilitate the orderly liquidation of their portfolio and avoid further market turmoil. These actions have gone a long way to restore investors' confidence that the Fed is appropriately focused on the financial 1 markets. Nonetheless, the flight to quality from risk continues. In previous updates, we have discussed the growing popularity of riskier investments. Early last year, spreads between the riskiest debt and Treasury securities had contracted to the lowest levels seen in many years. In the past few months we have seen spreads widen considerably, doubling from year-ago levels, as rumors swirl around the credit worthiness of many institutions. We believe investors will continue to gravitate to, and pay a premium for, companies with high quality balance sheets and relatively stable business models with good cash generation. The Fund has been, and continues to be, positioned to take advantage of this shift in investor sentiment. We have begun to search areas of the market where valuations have discounted the widely touted troubles of the day. While we remain cautious of companies whose assets and liabilities are difficult to assess, there are opportunities among those where the risk is in the companies' earnings which has been well telegraphed, is understood, and is reflected in valuations. Some of the depressed areas of the market, such as those related to housing and the consumer, have provided entry points to stocks at what we believe to be attractive valuations relative to their prospects in a recovery. We are reminded daily of the troubles the consumer faces and the difficulties in housing to the point of becoming numb to the news. Throughout the first quarter and into the beginning of the second, we have made some new investments in the Consumer Discretionary sector, an area in which we were underweighted for much of 2007. We believe now is the time to be planting a few seeds, recognizing that bad news may continue in the coming months, but that much of it has been accounted for in the valuations of many stocks. While investors' focus remains on troubles within the U.S. economy and financial markets, the drum beats on in much of the rest of the world. A slower U.S. economy will create a headwind for foreign economies, but it will not have the dampening effect it might have had a decade ago. We continue to favor companies with solid international operations, as the rising standard of living in other countries continues to create demand for products and services of these U.S. companies. New money is finding its way into individuals' pockets in many emerging markets which in turn is spent on toothpaste, beverages, cars, and computers. This demand should persist for far longer than the current weak domestic economy. Current pessimism surrounding our economy has created attractive valuations for some companies that will ride this wave of foreign wealth for years to come. Over the last year, the benefits of foreign exposure have become more apparent as slower growth for domestic operations has been partially offset by strong growth overseas. Additionally, a weak U.S. dollar has further aided earnings growth for companies doing business abroad as income is translated back into a relatively weak dollar. At some point this conversion will create a headwind for some of the names we own, but for now the benefits of owning these multinational businesses outweigh this risk. While we expect the markets to remain tumultuous in the short term, we believe this turbulence will present opportunities to buy companies at attractive prices and sell or reduce exposure to those for which we have become less enthusiastic. We will continue to seek opportunities that the current market presents to us, and carefully assess the investments we have already made. We look forward to reporting our progress to you in the summer. 2 THE FUND The Fund was up 3.4% over the twelve months ending March 31, 2008, and outperformed the broader market with the S&P 500 down 5.1% during that time. We are pleased to have outperformed the market, but we hope for better absolute returns over time. During this challenging investment environment we have emphasized a few themes in our stock selection process. We continue to believe quality large-cap stocks should have appeal. Large companies offer a number of benefits including ready access to capital, trading liquidity and international exposure. That said, large caps out performance of small caps could moderate or reverse near-term, given very depressed valuations for smaller companies. Despite the strong performance of large caps relative to small cap stocks over the last twelve months, the S&P 500's decline of 9.44% for the first quarter was barely ahead of a 9.90% decline for the Russell 2000, which is a common proxy for small cap performance. The Fund has the flexibility to tilt between growth and value stocks and we have had a growth bias over the last year. We believe investors may be willing to pay a premium for companies able to consistently post above average growth. This bias helped over the last year by this style bias, as growth stocks out performed value stocks based on a comparison of the S&P 500 Citigroup Value Index (2) (down 11.51%) and the S&P 500 Citigroup Growth Index (3) (up 2.68%). While this trend will undoubtedly sputter over short periods we feel the preference for growth stocks should persist for a while. While the S&P 500 posted negative performance over the past twelve months, we had a few bright spots that helped our performance. Energy holdings such as EOG Resources and XTO Energy performed well in tandem with rising natural gas prices. Within the energy sector, we have been shifting exposure from huge integrated oil & gas companies, which may have difficulty growing, towards companies with better growth profiles. For instance, we recently sold ConocoPhillips and used the proceeds to re-establish a position in Cameco, which is the world's largest uranium producer. We had taken profits in this stock in late 2006 and thought it was attractive once again following a substantial decline. Relative performance during the year was also helped by the market's two most downtrodden sectors: Financials and Consumer Discretionary. In the case of Financials, we picked up some ground by avoiding many of the well publicized disasters in that industry and relatively stable performance from core holdings such as BB&T and Berkshire Hathaway. Within the Financial sector, we continue to emphasize quality and transparency. As for the Consumer Discretionary space, which suffered a tough 2007, we benefited from being underweight the sector. On a final positive note, we also got a lift in the strong Materials space from Rio Tinto, which was our top performer over the year. Our performance was hurt by the Consumer Staples sector, which was a bright spot in 2007, but suffered in the early part of 2008. While benefiting from an overweight position in the group, poor performance from SABMiller and Walgreen hurt results though we continue to like both stocks on a long term basis. We are pleased with how the Fund has weathered the turbulent market and hope in our next report to discuss strong absolute returns in addition to relative 3 performance. We are excited about the fund's prospects and its potential to benefit from an economic recovery. We believe the strategy we have outlined above will help us achieve our overriding long term goal: to deliver competitive returns with comfortable risk. To learn more about our recent purchases please see below. As always if you would like to learn more about our strategy, please feel free to contact us. We look forward to reporting to you late this summer. (1) The RUSSELL MIDCAP INDEX measures the performance of the 800 smallest companies in the Russell 1000, which represent approximately 25% of the total market capitalization of the Russell 1000. (2) The S&P 500/CITIGROUP VALUE INDEX is a capitalization weighted index of all the stocks in the S&P 500 that have lower price-to-book ratios. (3) The S&P 500/CITIGROUP GROWTH INDEX is a capitalization weighted index of all the stocks in the S&P 500 that have higher price-to-book ratios. RECENT PURCHASES CAMECO CORPORATION (CCJ) is the world's largest uranium producer with roughly 550 million pounds of reserves. At 20 million pounds of annual production, the company accounts for roughly 20% of global uranium production. Moreover, Cameco is one of the few publicly traded ways to play the long term bullish outlook for uranium/nuclear energy and is the only "go to" name in the space for big money. Cameco has a healthy balance sheet with a debt to capitalization ratio of 18% and has been buying back stock. Moreover, free cash flow should ramp dramatically to over $1 billion within a few years. The company's second largest deposit, Cigar Lake, flooded in 2006 and is not expected to resume production until 2011 at the earliest. This, along with lower uranium prices and softer financial results, has caused significant deterioration in CCJ's share price. That said, with the stock trading around 1x Net Asset Value (NAV) compared to the stock's historical range of 1.5x-2.0x, we believe most of the bad news is priced in at current levels. MARRIOTT INTERNATIONAL INCORPORATED (MAR) is a hotel franchiser/manager and time share developer. Marriott has nearly 2,900 lodging properties in the United States and 68 other countries across 18 brands. We are attracted to Marriott's royalty-like business model. Since it does not own the majority of its hotels, Marriott has a capital light business model driven by management, franchise and incentive fees. This translates into significant free cash flow. The company should be able to grow units under management 4%-5% annually, and has a robust pipeline with roughly 115,000 rooms either approved or under construction. Also encouraging is the company's commitment to buying back stock. Since 1998 the company has purchased over $7 billion worth of its own stock and believes that it should be able to purchase another $4.5-$5 billion worth over the next five years. 4 SABMILLER PLC (SBMRY) is a global brewer with sales across 60 countries. The company has over 150 beer brands including Miller, Peroni, Fosters, Castle, Redd's and Snow. SAB Miller has a truly global footprint that is skewed towards faster growing economies. (Snow is the leading beer in China). North America accounts for only 15-20% of total volumes with 32% of volumes from Africa and Asia, 20% from Latin America and 15% from Europe. While trading at a discount to domestic brewers such as Anheuser Busch, the company is growing faster, has a solid core of brands and is successfully introducing new concepts (i.e. Miller Chill). Moreover, we expect the company to be able to leverage its brand purchases, such as its recent purchase of Grolsch, across its global platform. Overall, we expect the company should be able to generate single digit sales growth while growing the bottom line in the low double digits. SanDisk Corporation (SNDK) is the world's largest supplier of innovative flash memory and data storage products. NAND flash memory, which founder Dr. Eli Harari and SNDK pioneered, has become one of the most important technology advancements of the past 20 years, all but replacing traditional film as the storage medium of choice and well on its way to doing the same to CDs and tapes in the market for portable audio. The company benefits not only from the sales of its own products, but from the general growth in NAND sales as most other market participants pay royalties to SNDK on their NAND sales. We believe flash memory will see increasing adoption as new consumer devices emerge (multimedia phones, solid state drives, etc.). We are also attracted to the company's intellectual property, which allows it to collect royalties from other NAND manufacturers. Using the low end of revenue and margin guidance, the company should be able to generate $2.00+ of EPS (earnings per share) in 2008 and appears cheap at these depressed levels. Authorized for distribution only if preceded or accompanied by a prospectus. Where shown or quoted, recent company returns are stock price changes only, and reflect neither dividends nor any fees as associated with an investment in the Fund. This Report seeks to describe the Fund managers' current views of the market and to highlight selected activity in the Fund. Any discussion of specific securities is intended to help shareholders understand the Fund's investment style, and should not be regarded as a recommendation of any security. Sincerely, Joseph L. Antrim, III President Davenport Equity Fund 5 THE DAVENPORT EQUITY FUND PERFORMANCE INFORMATION (UNAUDITED) ================================================================================ COMPARISON OF THE CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE DAVENPORT EQUITY FUND AND THE STANDARD & POOR'S 500 INDEX [LINE GRAPH OMITTED] STANDARD & POOR'S 500 INDEX: THE DAVENPORT EQUITY FUND ----------------------------- ------------------------- DATE VALUE DATE VALUE -------- ------- -------- ------- 03/31/98 $ 10,000 03/31/98 $ 10,000 06/30/98 10,330 06/30/98 10,139 09/30/98 9,303 09/30/98 8,931 12/31/98 11,284 12/31/98 10,341 03/31/99 11,846 03/31/99 10,853 06/30/99 12,681 06/30/99 11,408 09/30/99 11,889 09/30/99 10,700 12/31/99 13,658 12/31/99 11,958 03/31/00 13,971 03/31/00 12,472 06/30/00 13,600 06/30/00 12,079 09/30/00 13,468 09/30/00 11,966 12/31/00 12,415 12/31/00 11,872 03/31/01 10,943 03/31/01 10,395 06/30/01 11,583 06/30/01 10,741 09/30/01 9,883 09/30/01 9,639 12/31/01 10,939 12/31/01 10,508 03/31/02 10,969 03/31/02 10,695 06/30/02 9,500 06/30/02 9,796 09/30/02 7,858 09/30/02 8,337 12/31/02 8,521 12/31/02 8,798 03/31/03 8,253 03/31/03 8,485 06/30/03 9,524 06/30/03 9,681 09/30/03 9,775 09/30/03 10,058 12/31/03 10,966 12/31/03 11,016 03/31/04 11,151 03/31/04 11,347 06/30/04 11,343 06/30/04 11,380 09/30/04 11,132 09/30/04 11,202 12/31/04 12,159 12/31/04 12,275 03/31/05 11,898 03/31/05 12,131 06/03/05 12,061 06/03/05 12,150 09/30/05 12,495 09/30/05 12,570 12/31/05 12,756 12/31/05 12,839 03/31/06 13,293 03/31/06 13,281 06/30/06 13,102 06/30/06 13,117 09/30/06 13,844 09/30/06 13,647 12/31/06 14,771 12/31/06 14,504 03/31/07 14,866 03/31/07 14,613 06/30/07 15,799 06/30/07 15,749 09/30/07 16,120 09/30/07 16,578 12/31/07 15,583 12/31/07 16,409 03/31/08 14,111 03/31/08 15,116 PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. - -------------------------------------------------------------------------------- Average Annual Total Returns(a) (for periods ended March 31, 2008) 1 YEAR 5 YEARS 10 YEARS The Davenport Equity Fund 3.44% 12.24% 4.22% Standard & Poor's 500 Index -5.08% 11.32% 3.50% - -------------------------------------------------------------------------------- (a) The total returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 6 THE DAVENPORT EQUITY FUND PORTFOLIO INFORMATION MARCH 31, 2008 (UNAUDITED) ================================================================================ SECTOR CONCENTRATION VS. THE STANDARD & POOR'S 500 INDEX [BAR CHART OMITTED] The Davenport Equity Standard & Poor's Fund 500 Index ----------------------------- Consumer Discretionary 6.6% 8.6% Consumer Staples 16.7% 11.1% Energy 12.3% 13.3% Financials 16.4% 16.8% Health Care 9.8% 11.7% Industrials 12.4% 12.2% Information Technology 14.4% 15.7% Materials 3.8% 3.6% Telecommunications Services 4.6% 3.4% Utilities 0.0% 3.6% Cash Equivalents 3.0% 0.0% TOP TEN EQUITY HOLDINGS % OF SECURITY DESCRIPTION NET ASSETS -------------------- ---------- General Electric Company 3.4% Markel Corporation 2.6% Berkshire Hathaway, Inc. - Class B 2.6% Praxair, Inc. 2.5% Danaher Corporation 2.4% Colgate-Palmolive Company 2.4% United Technologies Corporation 2.4% Exxon Mobil Corporation 2.2% United Parcel Service, Inc. - Class B 2.1% L-3 Communications Holdings, Inc. 2.1% 7 THE DAVENPORT EQUITY FUND SCHEDULE OF INVESTMENTS MARCH 31, 2008 ================================================================================ SHARES COMMON STOCKS -- 97.0% VALUE - -------------------------------------------------------------------------------- CONSUMER DISCRETIONARY -- 6.6% 119,885 CarMax, Inc. (a) .................................. $ 2,328,167 70,523 Lowe's Companies, Inc. ............................ 1,617,798 58,470 Marriott International, Inc. ...................... 2,009,029 108,358 News Corporation .................................. 2,063,136 52,682 Omnicom Group, Inc. ............................... 2,327,491 ------------ 10,345,621 ------------ CONSUMER STAPLES -- 16.7% 47,414 Colgate-Palmolive Company ......................... 3,694,025 71,241 CVS Caremark Corporation .......................... 2,885,973 62,461 Hershey Company (The) ............................. 2,352,906 78,625 Kraft Foods, Inc. ................................. 2,438,161 45,379 PepsiCo, Inc. ..................................... 3,276,364 37,716 Procter & Gamble Company (The) .................... 2,642,760 86,008 SABMiller PLC - ADR ............................... 1,887,205 53,800 Smithfield Foods, Inc. (a) ........................ 1,385,888 104,463 Sysco Corporation ................................. 3,031,516 65,087 Walgreen Company .................................. 2,479,164 ------------ 26,073,962 ------------ ENERGY -- 12.3% 50,687 Cameco Corporation ................................ 1,669,630 36,119 Chevron Corporation ............................... 3,083,118 17,633 EOG Resources, Inc. ............................... 2,115,960 41,388 Exxon Mobil Corporation ........................... 3,500,597 33,198 Schlumberger Ltd. ................................. 2,888,226 19,564 Transocean, Inc. (a) .............................. 2,645,053 52,379 XTO Energy, Inc. .................................. 3,240,165 ------------ 19,142,749 ------------ FINANCIALS -- 16.4% 50,687 American International Group, Inc. ................ 2,192,213 49,689 Bank of America Corporation ....................... 1,883,710 61,822 BB&T Corporation .................................. 1,982,013 918 Berkshire Hathaway, Inc. - Class B (a) ............ 4,106,122 64,057 Brookfield Asset Management, Inc. ................. 1,718,649 53,914 Capital One Financial Corporation ................. 2,653,647 11,375 Goldman Sachs Group, Inc. (The) ................... 1,881,311 53,680 JPMorgan Chase & Company .......................... 2,305,556 9,379 Markel Corporation (a) ............................ 4,126,479 55,077 T. Rowe Price Group, Inc. ......................... 2,753,850 ------------ 25,603,550 ------------ HEALTH CARE -- 9.8% 42,106 Allergan, Inc. .................................... 2,374,358 48,292 Eli Lilly & Company ............................... 2,491,384 43,679 Johnson & Johnson ................................. 2,833,457 63,450 Owens & Minor, Inc. ............................... 2,496,123 52,682 Wyeth ............................................. 2,200,000 37,349 Zimmer Holdings, Inc. (a) ......................... 2,907,993 ------------ 15,303,315 ------------ 8 THE DAVENPORT EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ SHARES COMMON STOCKS -- 97.0% (CONTINUED) VALUE - -------------------------------------------------------------------------------- INDUSTRIALS -- 12.4% 49,051 Danaher Corporation ............................... $ 3,729,348 141,883 General Electric Company .......................... 5,251,090 30,133 L-3 Communications Holdings, Inc. ................. 3,294,742 45,419 United Parcel Service, Inc. - Class B ............. 3,316,495 53,521 United Technologies Corporation ................... 3,683,315 ------------ 19,274,990 ------------ INFORMATION TECHNOLOGY -- 14.4% 13,570 Apple Computer, Inc. (a) .......................... 1,947,295 75,432 Cisco Systems, Inc. (a) ........................... 1,817,157 106,562 Corning, Inc. ..................................... 2,561,750 3,665 Google, Inc. (a) .................................. 1,614,323 108,558 Intel Corporation ................................. 2,299,258 21,352 International Business Machines Corporation ....... 2,458,469 102,212 Microsoft Corporation ............................. 2,900,777 73,037 Nokia Oyj - ADR ................................... 2,324,768 125,520 Oracle Corporation (a) ............................ 2,455,171 88,802 SanDisk Corporation (a) ........................... 2,004,261 ------------ 22,383,229 ------------ MATERIALS -- 3.8% 46,017 Praxair, Inc. ..................................... 3,876,012 4,949 Rio Tinto PLC - ADR ............................... 2,038,196 ------------ 5,914,208 ------------ TELECOMMUNICATIONS SERVICES -- 4.6% 40,789 America Movil S.A. de C.V. - Series L - ADR ....... 2,597,851 32,328 China Mobile Ltd. - ADR ........................... 2,424,923 22,350 Millicom International Cellular S.A. (a) .......... 2,113,193 ------------ 7,135,967 ------------ TOTAL COMMON STOCKS (Cost $126,978,911) ........... $151,177,591 ------------ ================================================================================ SHARES MONEY MARKET FUNDS -- 2.4% VALUE - -------------------------------------------------------------------------------- 3,753,235 First American Treasury Obligations Fund - Class Y (Cost $3,753,235) ....................... $ 3,753,235 ------------ TOTAL INVESTMENTS AT VALUE -- 99.4% (Cost $130,732,146) ............................. $154,930,826 OTHER ASSETS IN EXCESS OF LIABILITIES -- 0.6% ..... 867,728 ------------ NET ASSETS -- 100.0% .............................. $155,798,554 ============ (a) Non-income producing security. ADR - American Depositary Receipt See accompanying notes to financial statements. 9 THE DAVENPORT EQUITY FUND STATEMENT OF ASSETS AND LIABILITIES MARCH 31, 2008 ================================================================================ ASSETS Investments in securities: At acquisition cost ....................................... $130,732,146 ============ At market value (Note 1) .................................. $154,930,826 Dividends receivable ......................................... 118,272 Receivable for investment securities sold .................... 790,555 Receivable for capital shares sold ........................... 147,879 Other assets ................................................. 10,602 ------------ TOTAL ASSETS .............................................. 155,998,134 ------------ LIABILITIES Payable for capital shares redeemed .......................... 70,832 Accrued investment advisory fees (Note 3) .................... 106,627 Accrued administration fees (Note 3) ......................... 17,800 Accrued compliance fees (Note 3) ............................. 1,750 Other accrued expenses ....................................... 2,571 ------------ TOTAL LIABILITIES ......................................... 199,580 ------------ NET ASSETS ...................................................... $155,798,554 ============ Net assets consist of: Paid-in capital ................................................. $128,669,019 Accumulated net realized gains from security transactions ....... 2,930,855 Net unrealized appreciation on investments ...................... 24,198,680 ------------ Net assets ...................................................... $155,798,554 ============ Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) .......................... 11,270,286 ============ Net asset value, offering price and redemption price per share (Note 1) ........................................... $ 13.82 ============ See accompanying notes to financial statements. 10 THE DAVENPORT EQUITY FUND STATEMENT OF OPERATIONS YEAR ENDED MARCH 31, 2008 ================================================================================ INVESTMENT INCOME Dividends ................................................... $ 2,525,011 ------------ EXPENSES Investment advisory fees (Note 3) ........................... 1,214,671 Administration fees (Note 3) ................................ 218,071 Compliance service fees (Note 3) ............................ 21,954 Custodian fees .............................................. 20,650 Printing of shareholder reports ............................. 17,028 Professional fees ........................................... 16,750 Trustees' fees and expenses ................................. 13,212 Registration fees ........................................... 12,336 Insurance expense ........................................... 9,290 Postage and supplies ........................................ 7,156 Other expenses .............................................. 6,086 ------------ TOTAL EXPENSES ........................................... 1,557,204 ------------ NET INVESTMENT INCOME .......................................... 967,807 ------------ REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS Net realized gains from security transactions ............... 13,162,124 Net change in unrealized appreciation/depreciation on investments. .......................................... (8,698,751) ------------ NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS ............... 4,463,373 ------------ NET INCREASE IN NET ASSETS FROM OPERATIONS ..................... $ 5,431,180 ============ See accompanying notes to financial statements. 11
THE DAVENPORT EQUITY FUND STATEMENTS OF CHANGES IN NET ASSETS ================================================================================================ YEAR YEAR ENDED ENDED MARCH 31, MARCH 31, 2008 2007 - ------------------------------------------------------------------------------------------------ FROM OPERATIONS Net investment income .................................... $ 967,807 $ 999,836 Net realized gains from security transactions ............ 13,162,124 10,206,688 Net change in unrealized appreciation/ depreciation on investments ........................... (8,698,751) 2,884,979 -------------- -------------- Net increase in net assets from operations .................. 5,431,180 14,091,503 -------------- -------------- DISTRIBUTIONS TO SHAREHOLDERS From net investment income ............................... (970,615) (1,012,305) From net realized capital gains on security transactions . (14,895,339) (5,238,825) -------------- -------------- Net decrease in net assets from distributions to shareholders (15,865,954) (6,251,130) -------------- -------------- FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold ................................ 18,325,065 11,901,066 Net asset value of shares issued in reinvestment of distributions to shareholders.. ....... 15,101,443 5,939,200 Payments for shares redeemed ............................. (18,848,280) (22,948,178) -------------- -------------- Net increase (decrease) in net assets from capital share transactions ............................... 14,578,228 (5,107,912) -------------- -------------- TOTAL INCREASE IN NET ASSETS ................................ 4,143,454 2,732,461 NET ASSETS Beginning of year ........................................ 151,655,100 148,922,639 -------------- -------------- End of year .............................................. $ 155,798,554 $ 151,655,100 ============== ============== UNDISTRIBUTED NET INVESTMENT INCOME ......................... $ -- $ 2,808 ============== ============== CAPITAL SHARE ACTIVITY Sold ..................................................... 1,201,518 830,191 Reinvested ............................................... 1,005,915 416,381 Redeemed ................................................. (1,221,802) (1,606,678) -------------- -------------- Net increase (decrease) in shares outstanding ............ 985,631 (360,106) Shares outstanding at beginning of year .................. 10,284,655 10,644,761 -------------- -------------- Shares outstanding at end of year ........................ 11,270,286 10,284,655 ============== ==============
See accompanying notes to financial statements. 12
THE DAVENPORT EQUITY FUND FINANCIAL HIGHLIGHTS ======================================================================================================= SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR - ------------------------------------------------------------------------------------------------------- YEARS ENDED MARCH 31, ------------------------------------------------------------------ 2008 2007 2006 2005 2004 - ------------------------------------------------------------------------------------------------------- Net asset value at beginning of year .............. $ 14.75 $ 13.99 $ 13.08 $ 12.30 $ 9.23 ---------- ---------- ---------- ---------- ---------- Income from investment operations: Net investment income .......... 0.10 0.10 0.07 0.07 0.04 Net realized and unrealized gains on investments ......... 0.53 1.28 1.17 0.78 3.07 ---------- ---------- ---------- ---------- ---------- Total from investment operations . 0.63 1.38 1.24 0.85 3.11 ---------- ---------- ---------- ---------- ---------- Less distributions: Dividends from net investment income ............ (0.10) (0.10) (0.07) (0.07) (0.04) Distributions from net realized gains ........... (1.46) (0.52) (0.26) -- -- ---------- ---------- ---------- ---------- ---------- Total distributions .............. (1.56) (0.62) (0.33) (0.07) (0.04) ---------- ---------- ---------- ---------- ---------- Net asset value at end of year ... $ 13.82 $ 14.75 $ 13.99 $ 13.08 $ 12.30 ========== ========== ========== ========== ========== Total return (a) ................. 3.44% 10.02% 9.48% 6.91% 33.72% ========== ========== ========== ========== ========== Net assets at end of year (000's) $ 155,799 $ 151,655 $ 148,923 $ 138,181 $ 121,769 ========== ========== ========== ========== ========== Ratio of expenses to average net assets ............. 0.96% 0.98% 0.98% 0.98% 1.00% Ratio of net investment income to average net assets ............. 0.60% 0.67% 0.50% 0.57% 0.35% Portfolio turnover rate .......... 37% 26% 39% 28% 25%
(a) Total return is a measure of the change in value of an investment in the Fund over the periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. See accompanying notes to financial statements. 13 THE DAVENPORT EQUITY FUND NOTES TO FINANCIAL STATEMENTS MARCH 31, 2008 ================================================================================ 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, as amended. 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 traded on a national stock exchange are valued based upon the closing price on the principal exchange where the security is traded. Securities which are quoted by NASDAQ are valued at the NASDAQ Official Closing Price. Securities which are traded over-the-counter are valued at the last sales price, if available, otherwise, at the last quoted bid price. Fixed income securities will ordinarily be traded in the over-the-counter market and common stocks will ordinarily be traded on a national securities exchange, but may also be traded in the over-the-counter market. Short-term instruments (those with remaining maturities of 60 days or less) are valued at amortized cost, which approximates market value. When market quotations are not readily available, securities may be valued on the basis of prices provided by an independent pricing service. The prices provided by the pricing service are determined with consideration given to institutional bid and last sale prices and take into account securities prices, yields, maturities, call features, ratings, institutional trading in similar groups of securities and developments related to specific securities. If a pricing service cannot provide a valuation, securities will be valued in good faith at fair value using methods consistent with those determined by the Board of Trustees. Such methods of fair valuation may include, but are not limited to: multiple of earnings, multiple of book value, discount from market of a similar freely traded security, purchase price of security, subsequent private transactions in the security or related securities, or a combination of these and other factors. 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 -- Interest income is accrued as earned. Dividend income is recorded on the ex-dividend date. Discounts and premiums on fixed-income securities purchased are amortized using the interest method. Security transactions -- Security transactions are accounted for on trade date. Gains and losses on securities sold are determined on a specific identification basis. 14 THE DAVENPORT EQUITY FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ Common expenses -- Common expenses of the Trust are allocated among the funds within the Trust based on relative net assets of each fund or the nature of the services performed and the relative applicability to each fund. Distributions to shareholders -- 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. The amount of distributions from net investment income and net realized gains are determined in accordance with federal income tax regulations which may differ from accounting principles generally accepted in the United States. The tax character of distributions paid during the years ended March 31, 2008 and 2007 was as follows: - -------------------------------------------------------------------------------- ORDINARY LONG-TERM YEAR ENDED INCOME CAPITAL GAINS TOTAL - -------------------------------------------------------------------------------- March 31, 2008 $ 2,627,384 $13,238,570 $15,865,954 March 31, 2007 $ 1,012,305 $ 5,238,825 $ 6,251,130 - -------------------------------------------------------------------------------- Estimates -- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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 Subchapter M of the Internal Revenue Code applicable to regulated investment companies. As provided therein, in any fiscal year in which the Fund so qualifies and distributes at least 90% of its taxable net income, the Fund (but not the shareholders) will be relieved of federal income tax on the income distributed. Accordingly, no provision for income taxes has been made. In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also 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 computed on a tax basis for each item as of March 31, 2008: - -------------------------------------------------------------------------------- Cost of portfolio investments ......................... $ 131,036,465 ============= Gross unrealized appreciation ......................... $ 32,698,767 Gross unrealized depreciation ......................... (8,804,406) ------------- Net unrealized appreciation ........................... $ 23,894,361 Undistributed long-term gains ......................... 3,235,174 ------------- Accumulated earnings .................................. $ 27,129,535 ============= - -------------------------------------------------------------------------------- The difference between the federal income tax cost of portfolio investments and the financial statement cost for the Fund is due to certain timing differences in the recognition of capital gains and losses under income tax regulations and accounting principles generally accepted in the United States. These "book/tax" differences are temporary in nature and are primarily due to the tax deferral of losses on wash sales. 15 THE DAVENPORT EQUITY FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ On July 13, 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 (FIN 48) "Accounting for Uncertainty in Income Taxes." FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. The Fund adopted the provisions of FIN 48 on September 30, 2007. Management analyzed the Fund's tax positions taken on Federal income tax returns for all open tax years (tax years ended March 31, 2005 through March 31, 2008) for purposes of implementing FIN 48 and has concluded that no provision for income tax is required in the financial statments. 2. INVESTMENT TRANSACTIONS During the year ended March 31, 2008, cost of purchases and proceeds from sales and maturities of investment securities, other than short-term investments and U.S. government securities, amounted to $58,825,093 and $59,308,456, 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. MUTUAL FUND SERVICES AGREEMENT Under the terms of a Mutual Fund Services Agreement between the Trust and Ultimus Fund Solutions, LLC (Ultimus), Ultimus provides administrative, pricing, accounting, dividend disbursing, shareholder servicing and transfer agent services for the Fund. For these services, Ultimus receives a monthly fee from the Fund at an annual rate of .15% on its average daily net assets up to $25 million; .125% on the next $25 million of such net assets; and .10% on such net assets in excess of $50 million, subject to a minimum monthly fee of $4,000, plus a shareholder recordkeeping fee at the annual rate of $10 per shareholder account in excess of 1,000 accounts. In addition, the Fund pays 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 Ultimus, or of Ultimus Fund Distributors, LLC (the Distributor), the principal underwriter of the Fund's shares and an affiliate of Ultimus. The Distributor receives no compensation from the Fund for acting as principal underwriter. COMPLIANCE CONSULTING AGREEMENT Under the terms of a Compliance Consulting Agreement between the Trust and Ultimus, Ultimus provides an individual to serve as the Trust's Chief Compliance Officer and to administer the Trust's compliance policies and procedures. For these services, the Fund pays Ultimus an annual base fee of $15,000 plus an asset-based fee equal to 0.01% per annum on net assets in excess of $100 million. 16 THE DAVENPORT EQUITY FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ 4. CONTINGENCIES AND COMMITMENTS The Fund indemnifies the Trust's officers and Trustees for certain liabilities that might arise from their performance of their duties to the Fund. Additionally, in the normal course of business the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. 5. NEW ACCOUNTING PRONOUNCEMENT In September 2006, the FASB issued Statement on Financial Accounting Standards (SFAS) No. 157, "Fair Value Measurements." This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current generally accepted accounting principles from the application of SFAS No. 157 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As of March 31, 2008, the Fund does not believe the adoption of SFAS No. 157 will impact the amounts reported in the financial statements. However, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements reported on the statement of changes in net assets for a fiscal period. 17 THE DAVENPORT EQUITY FUND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ================================================================================ The Board of Trustees and Shareholders of The Davenport Equity Fund of the Williamsburg Investment Trust: We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of The Davenport Equity Fund (the "Fund") (a series of the Williamsburg Investment Trust) as of March 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. 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 and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2008, by correspondence with the custodian. 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 at March 31, 2008, 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 five years in the period then ended, in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Cincinnati, Ohio May 16, 2008 18 THE DAVENPORT EQUITY FUND BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (UNAUDITED) ================================================================================ Overall responsibility for management of the Fund rests with the Board of Trustees. The Trustees serve during the lifetime of the Trust and until its termination, or until death, resignation, retirement or removal. The Trustees, in turn, elect the officers of the Fund. The officers have been elected for an annual term. The following are the Trustees and executive officers of the Fund:
POSITION HELD LENGTH OF TRUSTEE ADDRESS AGE WITH THE TRUST TIME SERVED - ---------------------------------------------------------------------------------------------------------------------------- * Charles M. Caravati, Jr. 931 Broad Street Road 71 Chairman and Since Manakin-Sabot, VA Trustee June 1991 * Austin Brockenbrough III 1802 Bayberry Court, Suite 400 71 Trustee Since Richmond, VA September 1988 * John T. Bruce 800 Main Street 54 Trustee Since Lynchburg, VA September 1988 Robert S. Harris 100 Darden Boulevard 58 Trustee Since Charlottesville, VA January 2007 J. Finley Lee, Jr. 448 Pond Apple Drive North 68 Trustee Since Naples, FL September 1988 Richard L. Morrill University of Richmond 68 Trustee Since Richmond, VA March 1993 Harris V. Morrissette 100 Jacintoport Boulevard 48 Trustee Since Saraland, AL March 1993 Erwin H. Will, Jr. 47 Willway Avenue 75 Trustee Since Richmond, VA July 1997 Samuel B. Witt III 302 Clovelly Road 72 Trustee Since Richmond, VA November 1988 Joseph L. Antrim III One James Center 62 President Since 901 E. Cary Street November 1997 Richmond, VA John P. Ackerly IV One James Center 44 Vice President Since 901 E. Cary Street November 1997 Richmond, VA Robert G. Dorsey 225 Pictoria Drive, Suite 450 51 Vice President Since Cincinnati, OH November 2000 Mark J. Seger 225 Pictoria Drive, Suite 450 46 Treasurer Since Cincinnati, OH November 2000 John F. Splain 225 Pictoria Drive, Suite 450 51 Secretary Since Cincinnati, OH November 2000 Tina H. Bloom 225 Pictoria Drive, Suite 450 39 Chief Compliance Since Cincinnati, OH Officer August 2006
* Messrs. Bruce, Brockenbrough and Caravati are "interested persons" of the Trust within the meaning of Section 2(a)(19) of the Investment Company Act of 1940. Charles M. Caravati, Jr. is the father of Charles M. Caravati III, an officer of The Jamestown Funds, which are other portfolios of the Trust. 19 THE DAVENPORT EQUITY FUND BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (UNAUDITED) (CONTINUED) ================================================================================ Each Trustee oversees eleven portfolios of the Trust, including the Fund. The principal occupations of the Trustees and executive officers of the Fund during the past five years and public directorships held by the Trustees are set forth below: Charles M. Caravati, Jr. is a retired physician. He is also the retired President of Dermatology Associates of Virginia, P.C. Austin Brockenbrough III is President and Managing Director of Lowe, Brockenbrough & Company, Inc. (an investment advisory firm). He is a member of the Board of Directors of Tredegar Corporation (a plastics manufacturer) and Wilkinson O'Grady & Co., Inc. (a global asset manager). John T. Bruce is a Principal of Flippin, Bruce & Porter, Inc. (an investment advisory firm). Robert S. Harris is the C. Stewart Sheppard Professor of Business Administration at The Darden Graduate School of Business Administration at the University of Virginia. He was previously the dean at Darden. Professor Harris has published widely on corporate finance, financial markets and mergers and acquisitions and has served as a consultant to corporations and government agencies. J. Finley Lee, Jr. is a financial consultant and the Julian Price Professor Emeritus at the University of North Carolina. Richard L. Morrill is the Chancellor of the University of Richmond. He is also a member of the Board of Directors of Tredegar Corporation and Albemarle Corporation (polymers and chemical manufacturer). Harris V. Morrissette is Chief Executive Officer of China Doll Rice Company. He is a member of the Board of Directors of BancTrust Financial Group, Inc. (a bank holding company) and EnergySouth, Inc. In addition, he is Chairman of Azalea Aviation, Inc. (an airplane fueling company). Erwin H. Will, Jr. is the retired Chief Investment Officer of Equities of Virginia Retirement System (VRS). Subsequent to his retirement, he temporarily served as Acting Managing Director of Equities for VRS. Samuel B. Witt III is the retired Senior Vice President and General Counsel of Stateside Associates, Inc. He is also a member of the Board of Directors of The Swiss Helvetia Fund, Inc. (a closed-end investment company). Joseph L. Antrim III is Executive Vice President of the Adviser. John P. Ackerly IV is Senior Vice President and Portfolio Manager of the Adviser. Robert G. Dorsey is a Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC. Mark J. Seger is a Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC. John F. Splain is a Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC. Tina H. Bloom is Vice President of Administration of Ultimus Fund Solutions, LLC. Additional information about members of the Board of Trustees and executive officers is available in the Statement of Additional Information (SAI). To obtain a free copy of the SAI, please call 1-800-281-3217. 20 THE DAVENPORT EQUITY FUND ABOUT YOUR FUND'S EXPENSES (UNAUDITED) ================================================================================ We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. Operating expenses, which are deducted from the Fund's gross income, directly reduce the investment return of the Fund. A mutual fund's ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples below are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period (October 1, 2007 through March 31, 2008). The table below illustrates the Fund's costs in two ways: Actual fund return - This section helps you to estimate the actual expenses that you paid over the period. The "Ending Account Value" shown is derived from the Fund's actual return, and the third column shows the dollar amount of operating expenses that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Fund under the heading "Expenses Paid During Period." Hypothetical 5% return - This section is intended to help you compare the Fund's costs with those of other mutual funds. It assumes that the Fund had an annual return of 5% before expenses during the period shown, but that the expense ratio is unchanged. In this case, because the return used is not the Fund's actual return, the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess the Fund's costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds. Note that expenses shown in the table are meant to highlight and help you compare ongoing costs only. The Fund does not charge transaction fees, such as purchase or redemption fees, nor does it carry a "sales load." The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions. More information about the Fund's expenses, including historical annual expense ratios, can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Fund's prospectus. - -------------------------------------------------------------------------------- BEGINNING ENDING ACCOUNT VALUE ACCOUNT VALUE EXPENSES PAID OCT. 1, 2007 MARCH 31, 2008 DURING PERIOD* - -------------------------------------------------------------------------------- Based on Actual Fund Return $1,000.00 $ 911.80 $4.54 Based on Hypothetical 5% Return (before expenses) $1,000.00 $1,020.25 $4.80 - -------------------------------------------------------------------------------- * Expenses are equal to the Fund's annualized expense ratio of 0.95% for the period, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). 21 THE DAVENPORT EQUITY FUND OTHER INFORMATION (UNAUDITED) ================================================================================ A description of the policies and procedures that the Fund uses to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-800-281-3217, or on the Securities and Exchange Commission's (SEC) website at http://www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is also available without charge upon request by calling toll-free 1-800-281-3217, or on the SEC's website at http://www.sec.gov. The Trust files a complete listing of portfolio holdings for the Fund with the SEC as of the first and third quarters of each fiscal year on Form N-Q. These filings are available upon request by calling 1-800-281-3217. Furthermore, you may obtain a copy of these filings on the SEC's website at http://www.sec.gov. The Trust's Forms N-Q may also be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. A complete listing of portfolio holdings for the Fund is updated daily and can be reviewed at the Fund's website at http://www.investdavenport.com. FEDERAL TAX INFORMATION (UNAUDITED) ================================================================================ For the fiscal year ended March 31, 2008, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Fund intends to designate up to a maximum amount of $2,627,384 as taxed at a maximum rate of 15%, as well as $13,238,570 as long-term capital gain distributions. For the fiscal year ended March 31, 2008, 100% of the dividends paid from ordinary income by the Fund qualified for the dividends received deduction for corporations. Complete information will be computed and reported in conjunction with your 2008 Form 1099-DIV. 22 THE DAVENPORT EQUITY FUND DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT (UNAUDITED) ================================================================================ At an in-person meeting held on February 12, 2008, the Board of Trustees, including a majority of the Independent Trustees, approved the continuance for a one-year period of the Investment Advisory Agreement with the Adviser on behalf of The Davenport Equity Fund. Below is a discussion of the factors considered by the Board of Trustees along with the conclusions with respect thereto that formed the basis for the Board's approval. In selecting the Adviser and approving the continuance of the Investment Advisory Agreement, the Trustees considered all information they deemed reasonably necessary to evaluate the terms of the Agreement. The principal areas of review by the Trustees were the nature, extent and quality of the services provided by the Adviser and the reasonableness of the fees charged for those services. These matters were considered by the Independent Trustees consulting with experienced counsel for the Independent Trustees, who is independent of the Adviser. The Trustees' evaluation of the quality of the Adviser's services took into account their knowledge and experience gained through meetings with and reports of the Adviser's senior management over the course of the preceding year. Both short-term and long-term investment performance of the Fund was considered. The Fund's performance was compared to its performance benchmark and to that of competitive funds with similar investment objectives and to the Adviser's comparably managed private accounts. The Trustees also considered the scope and quality of the in-house capabilities of the Adviser and other resources dedicated to performing services for the Fund. The quality of administrative and other services, including the Adviser's role in coordinating the activities of the Fund's other service providers, were considered in light of the Fund's compliance with investment policies and applicable laws and regulations and of related reports by management and the Fund's independent public accountants in periodic meetings with the Trust's Audit Committee. The Trustees also considered the business reputation of the Adviser, the qualifications of its key investment and compliance personnel, and its financial resources. In reviewing the fees payable under the Investment Advisory Agreement, the Trustees compared the advisory fees and overall expense levels of the Fund with those of competitive funds with similar investment objectives as well as the private accounts managed by the Adviser. The Trustees considered information provided by the Adviser concerning the Adviser's profitability with respect to the Fund, including the assumptions and methodology used in preparing the profitability information, in light of applicable case law relating to advisory fees. For these purposes, the Trustees took into account not only the fees paid by the Fund, but also so-called "fallout" benefits to the Adviser. The Trustees also considered the fact that all of the Fund's portfolio trades were executed by the Adviser at no cost to the Fund. In evaluating the Fund's advisory fees, the Trustees took into account the complexity and quality of the investment management of the Fund. Based upon their review of this information, the Independent Trustees concluded that: (i) based on both the short-term and the long-term performance of the Fund (which exceeded the returns of both its primary benchmark (the S&P 500 Index) and the average of funds within its Lipper category) and other services provided under the Investment Advisory Agreement, they believe that the Adviser has provided quality portfolio managment services to the Fund; (ii) although the advisory fees payable to the Adviser are in the higher range of fees for other comparably managed funds, they believe the fees to be reasonable given the quality of services provided by the Adviser; (iii) the total operating expense ratio of the Fund is lower than the average expense ratio for comparably managed funds, according to statistics derived from Morningstar, Inc., and (iv) the Adviser has further benefited the Fund's shareholders by executing portfolio transactions at no cost to the Fund. 23 THE DAVENPORT EQUITY FUND DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT (UNAUDITED) (CONTINUED) ================================================================================ Given the size of the Fund and its expected growth, the Independent Trustees did not believe that at the present time it would be relevant to consider the extent to which economies of scale would be realized as the Fund grows, and whether fee levels reflect these economies of scale. The Independent Trustees also considered the "fallout" benefits to, and the profitability of, the Adviser but given the amounts involved viewed these as secondary factors in connection with the evaluation of the reasonableness of the advisory fees paid by the Fund. No single factor was considered in isolation or to be determinative to the decision of the Trustees to approve continuance of the Investment Advisory Agreement. Rather the Trustees concluded, in light of a weighing and balancing of all factors considered, that it was in the best interests of the Fund and its shareholders to continue the Investment Advisory Agreement without modification to its terms, including the fees charged for services thereunder. 24 - -------------------------------------------------------------------------------- THE DAVENPORT EQUITY FUND INVESTMENT ADVISER Davenport & Company LLC One James Center 901 East Cary Street Richmond, Virginia 23219-4037 ADMINISTRATOR Ultimus Fund Solutions, LLC P.O. Box 46707 Cincinnati, Ohio 45246-0707 1-800-281-3217 CUSTODIAN US Bank 425 Walnut Street Cincinnati, Ohio 45202 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 1900 Scripps Center 312 Walnut Street Cincinnati, Ohio 45202 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. Robert S. Harris J. Finley Lee, Jr. Richard L. Morrill Harris V. Morrissette Erwin H. Will, Jr. Samuel B. Witt III OFFICERS Joseph L. Antrim III, President John P. Ackerly IV, Vice President - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THE FLIPPIN, BRUCE & PORTER FUNDS ============================== FBP VALUE FUND FBP BALANCED FUND ANNUAL REPORT March 31, 2008 NO-LOAD FUNDS - -------------------------------------------------------------------------------- LETTER TO SHAREHOLDERS MAY 21, 2008 ================================================================================ We are pleased to report on your Funds and their investments for the fiscal year ended March 31, 2008. The first quarter of 2008 saw weakness in equity markets around the world as investors found themselves in the midst of a bona fide credit crunch brought on by the state of the U.S. housing market and its related side effects. Stocks in the U.S. fell almost 10%, the most difficult quarter since the bear market of 2002. Clearly, there are significant challenges facing the economy and the markets. In our opinion, recent actions taken by the Federal Reserve will work to stimulate the economy and calm fears of a financial meltdown. The Fed funds rate has been cut significantly and liquidity has been pushed into the system. Additionally, the Fed stepped in to orchestrate a takeover of Bear Stearns and opened its lending window to investment banks, a highly unusual and innovative strategy. While no single institution, not even the Fed, can fix the problems of the economy in a single action, we believe its recent aggressive steps will go a long way toward restoring confidence in the system. The net asset values of the FBP Value Fund and the FBP Balanced Fund have also suffered over this past fiscal year, as the stocks in each fund underperformed the S&P 500. We are quite disappointed, as we know you are, in these most recent results. When looking over the past year, the Funds' holdings in Financials, increased exposure to Consumer Discretionary stocks and low exposure to Energy stocks have been the primary drivers of the Funds' returns. A natural question is, "why stay with these consumer and bank-related investments when the price of energy goes up every day?" We have heard this type of question before. It often comes up at major inflection points in the markets, but may be focused on different companies or sectors each time. We believe the two dominant emotions that drive market turning points are fear and greed. We know that historically when fear grips the market, substantial opportunities are created in select stocks and sectors, and greed continues to drive the same groups higher and higher until something happens that will shift the focus. There have been three distinct periods over the last twenty years where a value approach, similar to that used in the management of your Funds, had very disappointing relative results. Each resulted from an extended period of outperformance by a few sectors, and coincided with a period where stocks with deep value characteristics performed poorly. In the 1990 period, much like today, Financials and other select groups were under stress and performed poorly, while a narrow group of growth stocks led the way. An inflection point in late 1990, led by aggressive Federal Reserve action, changed market leadership. At that time, the FBP Balanced Fund (the FBP Equity Fund was not started until July 30, 1993) was positioned to benefit from that changed leadership, which lasted for multiple years. The Technology bubble was a similar occurrence. The Funds lagged the indexes, as we did not own enough of the technology stocks that moved higher and higher in late 1999 and early 2000. Simultaneously we were adding to low P/E stocks, which didn't find a bottom until after the tech bubble burst. Again, market leadership changed, and the laggards of the previous period became the new winners. 2 The market's performance in 2007 and early 2008 has been driven by extended moves in late- stage cyclicals, principally the Energy, Utilities (energy influence) and Materials sectors. Our disciplines and process moved us into Energy correctly a number of years ago, prior to the substantial increase in the price of crude oil, but those same disciplines began to move us out much too early, thus holding back returns the last few years, especially in the fourth quarter of 2007. Additionally, as Consumer Discretionary stocks weakened in 2007, we began building positions in these early cyclicals, understanding that they would respond favorably to Federal Reserve interest rate cuts. This also held back returns over the past fiscal year. In a nutshell, we positioned the portfolios six to nine months too early. Therefore, driven by our bottom-up approach, the Funds are currently underweighted in the Energy, Utilities and Materials sectors. We believe these have been the glamorous stocks of this past cycle. These sectors typically outperform near the end of an economic expansion. With the economy in or near recession and with the substantial fiscal and money stimulus being applied, we believe we are in a period where early-stage cyclicals will resume market leadership. Thus, sectors such as Consumer Discretionary, Financial and Technology should perform relatively better as investors come to believe 2009 will be a better year economically than 2008. The FBP Funds' portfolios are positioned to benefit strongly as leadership changes to these early cyclical sectors, which we believe ultimately will be the case. As we look back at the extreme volatility in the first quarter, it appears the market is attempting to transition leadership from late-stage cyclicals to early-stage cyclicals. This leadership change will not likely occur overnight and we may well experience fits and starts, yet we are confident that this rotation is inevitable and will benefit the Funds. Since our last semi-annual report to you, we have added two new stocks to the portfolios of each Fund: Sealed Air Corporation and Dell Computer. Sealed Air is a worldwide leader in packaging with two major operating divisions: food packaging and protective packaging. The company has been faced with shrinking gross profit margins due in large part to higher costs for its petroleum-based resins used as raw materials for much of its products. We expect margins will benefit from declining oil prices and from capacity expansions that will locate plants in lower-cost regions which are closer to the end user of the product. Additionally, Sealed Air's food packaging business has an emphasis on meat packaging products, and the company should benefit from increasing meat consumption levels in foreign markets. This well-managed company trades substantially below its ten-year average valuation levels. Dell is a worldwide leader in technology hardware production. Dell maintains a very strong position as a premier provider of technology products around the world. It built this position by leveraging direct-to-consumer customer service and efficient manufacturing systems to offer high quality products at a low price. This strategy has recently been adjusted to include retail agreements with leading retail chains worldwide. We believe this strategy will prove to help the company regain sales momentum. The company has significant exposure to international markets and its retail expansion should serve to ramp up international revenues. We believe management has a heightened focus on cost control, improving operational efficiencies and margin improvement. 3 We also have eliminated Sprint Nextel and substantially reduced Altria. Sprint was eliminated following its first quarter earnings call when the company disclosed very disappointing subscriber losses and a disappointing outlook. Altria reached our full value estimate in anticipation of finally dividing the company into multiple companies. Altria has been a very successful long-term holding in each of the Funds. In summary, we believe the Funds' portfolio holdings represent excellent value and will respond accordingly as we move through the changes that occur over normal business cycles. Our staff continues to work diligently on your behalf with the same investment philosophy and approach developed twenty-three years ago. We appreciate your patience, confidence and support during this difficult market period and welcome any questions you may have. Please visit our website at www.fbpinc.com for information on our firm, philosophy, investment process and staff. And again, we thank you for your continued confidence and investment in The Flippin, Bruce & Porter Funds. /s/ John T. Bruce John T. Bruce, CFA President - Portfolio Manager May 21, 2008 THIS REPORT IS SUBMITTED FOR THE GENERAL INFORMATION OF THE SHAREHOLDERS OF THE FUNDS THE REPORT IS NOT AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUNDS UNLESS IT'S ACCOMPANIED BY A CURRENT PROSPECTUS. THIS REPORT REFLECTS OUR VIEWS, OPINIONS AND PORTFOLIO HOLDINGS AS OF MARCH 31, 2008, THE END OF THE REPORTING PERIOD. THESE VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED UPON MARKET OR OTHER CONDITIONS. FOR MORE CURRENT INFORMATION THROUGHOUT THE YEAR PLEASE VISIT WWW.FBPINC.COM. 4 THE FLIPPIN, BRUCE & PORTER FUNDS COMPARATIVE PERFORMANCE CHARTS (UNAUDITED) ================================================================================ Performance for each Fund is compared to the most appropriate broad-based index, the S&P 500, an unmanaged index of 500 large common stocks. Over time, this index has the potential to outpace the FBP Balanced Fund, which normally maintains at least 25% in bonds. Balanced funds have the growth potential to outpace inflation, but they will typically lag a 100% stock index over the long term because of the bond portion of their portfolios. However, the advantage of the bond portion is that it can make the return and principal of a balanced fund more stable than a portfolio completely invested in stocks. Results are also compared to the Consumer Price Index, a measure of inflation. FBP VALUE FUND COMPARISON OF THE CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE FBP VALUE FUND, THE STANDARD & POOR'S 500 INDEX AND THE CONSUMER PRICE INDEX [LINE GRAPH OMITTED] STANDARD & POOR'S 500 INDEX FBP VALUE FUND CONSUMER PRICE INDEX - ---------------------------- ------------------ --------------------- DATE VALUE DATE VALUE DATE VALUE ---- ----- ---- ----- ---- ----- 03/31/98 $ 10,000 03/31/98 $ 10,000 03/31/98 $ 10,000 06/30/98 10,330 06/30/98 9,965 06/30/98 10,056 09/30/98 9,303 09/30/98 8,435 09/30/98 10,098 12/31/98 11,284 12/31/98 10,510 12/31/98 10,141 03/31/99 11,846 03/31/99 10,774 03/31/99 10,166 06/30/99 12,681 06/30/99 12,225 06/30/99 10,258 09/30/99 11,889 09/30/99 10,616 09/30/99 10,313 12/31/99 13,658 12/31/99 10,902 12/31/99 10,394 03/31/00 13,971 03/31/00 10,192 03/31/00 10,493 06/30/00 13,600 06/30/00 9,826 06/30/00 10,598 09/30/00 13,468 09/30/00 10,220 09/30/00 10,678 12/31/00 12,415 12/31/00 10,693 12/31/00 10,758 03/31/01 10,943 03/31/01 10,924 03/31/01 10,864 06/30/01 11,583 06/30/01 11,734 06/30/01 10,981 09/30/01 9,883 09/30/01 10,312 09/30/01 10,969 12/31/01 10,939 12/31/01 11,911 12/31/01 10,962 03/31/02 10,969 03/31/02 11,927 03/31/02 10,988 06/30/02 9,500 06/30/02 10,408 06/30/02 11,111 09/30/02 7,858 09/30/02 8,654 09/30/02 11,166 12/31/02 8,521 12/31/02 9,325 12/31/02 11,203 03/31/03 8,253 03/31/03 8,753 03/31/03 11,314 06/30/03 9,523 06/30/03 10,485 06/30/03 11,339 09/30/03 9,776 09/30/03 10,964 09/30/03 11,407 12/31/03 10,966 12/31/03 12,302 12/31/03 11,401 03/31/04 11,152 03/31/04 12,832 03/31/04 11,506 06/30/04 11,344 06/30/04 12,983 06/30/04 11,686 09/30/04 11,132 09/30/04 12,513 09/30/04 11,710 12/31/04 12,159 12/31/04 13,632 12/31/04 11,803 03/31/05 11,898 03/31/05 13,429 03/31/05 11,945 06/30/05 12,061 06/30/05 13,741 06/30/05 12,108 09/30/05 12,496 09/30/05 13,971 09/30/05 12,233 12/31/05 12,756 12/31/05 14,430 12/31/05 12,307 03/31/06 13,293 03/31/06 15,044 03/31/06 12,376 06/30/06 13,102 06/30/06 14,863 06/30/06 12,612 09/30/06 13,844 09/30/06 15,990 09/30/06 12,699 12/31/06 14,771 12/31/06 16,979 12/31/06 12,550 03/31/07 14,866 03/31/07 16,785 03/31/07 12,674 06/30/07 15,799 06/30/07 17,787 06/30/07 12,951 09/30/07 16,120 09/30/07 17,405 09/30/07 12,949 12/31/07 15,583 12/31/07 15,791 12/31/07 13,090 03/31/08 14,111 03/31/08 14,044 03/31/08 13,184 PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. 5 THE FLIPPIN, BRUCE & PORTER FUNDS COMPARATIVE PERFORMANCE CHARTS (UNAUDITED) (CONTINUED) ================================================================================ FBP BALANCED FUND COMPARISON OF THE CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE FBP BALANCED FUND, THE STANDARD & POOR'S 500 INDEX AND THE CONSUMER PRICE INDEX [LINE GRAPH OMITTED] STANDARD & POOR'S 500 INDEX FBP BALANCED FUND CONSUMER PRICE INDEX - ---------------------------- ------------------ --------------------- DATE VALUE DATE VALUE DATE VALUE ---- ----- ---- ----- ---- ----- 03/31/98 $ 10,000 03/31/98 $ 10,000 03/31/98 $ 10,000 06/30/98 10,330 06/30/98 10,090 06/30/98 10,056 09/30/98 9,303 09/30/98 9,077 09/30/98 10,098 12/31/98 11,284 12/31/98 10,569 12/31/98 10,141 03/31/99 11,846 03/31/99 10,874 03/31/99 10,166 06/30/99 12,681 06/30/99 11,828 06/30/99 10,258 09/30/99 11,889 09/30/99 10,748 09/30/99 10,313 12/31/99 13,658 12/31/99 11,131 12/31/99 10,394 03/31/00 13,971 03/31/00 10,670 03/31/00 10,493 06/30/00 13,600 06/30/00 10,342 06/30/00 10,598 09/30/00 13,468 09/30/00 10,759 09/30/00 10,678 12/31/00 12,415 12/31/00 11,248 12/31/00 10,758 03/31/01 10,943 03/31/01 11,453 03/31/01 10,864 06/30/01 11,583 06/30/01 12,030 06/30/01 10,981 09/30/01 9,883 09/30/01 11,199 09/30/01 10,969 12/31/01 10,939 12/31/01 12,364 12/31/01 10,962 03/31/02 10,969 03/31/02 12,338 03/31/02 10,988 06/30/02 9,500 06/30/02 11,263 06/30/02 11,111 09/30/02 7,858 09/30/02 10,049 09/30/02 11,166 12/31/02 8,521 12/31/02 10,667 12/31/02 11,203 03/31/03 8,253 03/31/03 10,344 03/31/03 11,314 06/30/03 9,523 06/30/03 11,832 06/30/03 11,339 09/30/03 9,776 09/30/03 12,227 09/30/03 11,407 12/31/03 10,966 12/31/03 13,325 12/31/03 11,401 03/31/04 11,152 03/31/04 13,777 03/31/04 11,506 06/30/04 11,344 06/30/04 13,861 06/30/04 11,686 09/30/04 11,132 09/30/04 13,512 09/30/04 11,710 12/31/04 12,159 12/31/04 14,396 12/31/04 11,803 03/31/05 11,898 03/31/05 14,218 03/31/05 11,945 06/30/05 12,061 06/30/05 14,460 06/30/05 12,108 09/30/05 12,496 09/30/05 14,629 09/30/05 12,233 12/31/05 12,756 12/31/05 14,995 12/31/05 12,307 03/31/06 13,293 03/31/06 15,470 03/31/06 12,376 06/30/06 13,102 06/30/06 15,386 06/30/06 12,612 09/30/06 13,844 09/30/06 16,272 09/30/06 12,699 12/31/06 14,771 12/31/06 17,044 12/31/06 12,550 03/31/07 14,866 03/31/07 16,970 03/31/07 12,674 06/30/07 15,799 06/30/07 17,750 06/30/07 12,951 09/30/07 16,120 09/30/07 17,579 09/30/07 12,949 12/31/07 15,583 12/31/07 16,568 12/31/07 13,090 03/31/08 14,111 03/31/08 15,397 03/31/08 13,184 PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS (a) (FOR PERIODS ENDED MARCH 31, 2008) 1 YEAR 5 YEARS 10 YEARS ------ ------- -------- FBP Value Fund -16.33% 9.92% 3.45% FBP Balanced Fund -9.27% 8.28% 4.41% Standard & Poor's 500 Index -5.08% 11.32% 3.50% Consumer Price Index 4.03% 3.11% 2.80% - -------------------------------------------------------------------------------- (a) Total returns are a measure of the change in value of an investment in the Funds over the periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Funds. Returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. 6 FBP VALUE FUND PORTFOLIO INFORMATION MARCH 31, 2008 (UNAUDITED) ================================================================================ GENERAL INFORMATION ASSET ALLOCATION - --------------------------------------- -------------------------------------- Net Asset Value Per Share $20.99 [PIE CHART OMITTED] Total Net Assets (Millions) $ 43.1 Current Expense Ratio 1.01% Cash Equivalents 0.6% Portfolio Turnover 26% Stocks 99.4% Fund Inception Date 7/30/93 FBP VALUE S&P 500 STOCK CHARACTERISTICS FUND INDEX - ------------------------------------------------- Number of Stocks 45 500 Weighted Avg Market Capitalization (Billions) 90.5 95.3 Price-to-Earnings Ratio (IBES 1 Yr. Forecast EPS) 12.3 13.2 Price-to-Book Value 2.0 2.5 SECTOR CONCENTRATION VS. THE S&P 500 INDEX - ------------------------------------------------- [BAR CHART OMITTED] (% OF NET ASSETS) FBP VALUE S&P 500 FUND INDEX ---- ----- Consumer Discretionary 14.9% 8.6% Consumer Staples 7.8% 11.1% Energy 3.6% 13.3% Financials 26.7% 16.8% Health Care 15.9% 11.7% Industrials 11.3% 12.2% Information Technology 17.9% 15.7% Materials 1.3% 3.6% Telecommunication Services 0.6% 3.4% Utilities 0.0% 3.6% TEN LARGEST HOLDINGS % OF NET ASSETS - ---------------------------------------------------- International Business Machines Corporation 4.6% Bank of America Corporation 4.3% General Electric Company 4.3% Wal-Mart Stores, Inc. 4.3% Johnson & Johnson 4.3% Pfizer, Inc. 3.6% JPMorgan Chase & Company 3.5% American International Group, Inc. 3.5% Travelers Companies, Inc. (The) 2.9% Cisco Systems, Inc. 2.8% 7 FBP BALANCED FUND PORTFOLIO INFORMATION MARCH 31, 2008 (UNAUDITED) ================================================================================ GENERAL INFORMATION ASSET ALLOCATION - --------------------------------------- -------------------------------------- Net Asset Value Per share $15.84 [PIE CHART OMITTED] Total Net assets (Millions) $55.0 Current Expense Ratio 0.96% Cash Equivalents 4.2% Portfolio Turnover 29% Fixed Income 26.4% Fund Inception Date 7/3/1989 Stocks 69.4% STOCK PORTFOLIO (69.4% OF FUND) - -------------------------------------------------------------------------------- Number of Stocks 45 TEN LARGEST HOLDINGS % OF NET ASSETS Weighted Avg Market -------------------- --------------- Capitalization (Billions) 89.9 International Business Price-to-Earnings Ratio Machines Corporation 3.3% (IBES 1 Yr. Forecast EPS) 12.3 Wal-Mart Stores, Inc. 3.2% Price-to-Book Value 2.0 Johnson & Johnson 3.1% Bank of America Corporation 2.8% FIVE LARGEST SECTORS % OF NET ASSETS JPMorgan Chase & Company 2.7% - -------------------- --------------- General Electric Company 2.7% Financials 17.9% Pfizer, Inc. 2.5% Information Technology 12.5% American International Health Care 11.2% Group, Inc. 2.2% Consumer Discretionary 10.7% Kohl's Corp. 1.9% Industrials 7.1% Citigroup, Inc. 1.9% FIXED-INCOME PORTFOLIO (26.4% OF FUND) - -------------------------------------------------------------------------------- Number of Fixed-Income Securities 19 SECTOR BREAKDOWN % OF NET ASSETS Average Quality AA ---------------- --------------- Average Stated Maturity 1.7 U.S. Treasury 3.3% Average Effective Duration 1.6 Government Agency 6.0% Corporate 17.1% 8 FBP VALUE FUND SCHEDULE OF INVESTMENTS MARCH 31, 2008 ================================================================================ SHARES COMMON STOCKS -- 99.4% VALUE - -------------------------------------------------------------------------------- CONSUMER DISCRETIONARY -- 14.8% 24,500 Best Buy Company, Inc. ............................ $ 1,015,770 45,000 Family Dollar Stores, Inc. ........................ 877,500 34,300 General Motors Corporation ........................ 653,415 29,400 Home Depot, Inc. (The) ............................ 822,318 25,500 KB Home ........................................... 630,615 24,600 Kohl's Corporation (a) ............................ 1,055,094 26,500 Macy's, Inc. ...................................... 611,090 34,300 Wyndham Worldwide Corporation ..................... 709,324 ------------ 6,375,126 ------------ CONSUMER STAPLES -- 7.7% 2,400 Altria Group, Inc. ................................ 53,280 20,000 CVS Caremark Corporation .......................... 810,200 7,800 Kimberly-Clark Corporation ........................ 503,490 2,400 Philip Morris International, Inc. (a) ............. 121,392 35,000 Wal-Mart Stores, Inc. ............................. 1,843,800 ------------ 3,332,162 ------------ ENERGY -- 3.5% 20,600 Pioneer Natural Resources Company ................. 1,011,872 7,400 Royal Dutch Shell PLC - ADR ....................... 510,452 ------------ 1,522,324 ------------ FINANCIALS -- 26.5% 16,700 American Express Company .......................... 730,124 34,700 American International Group, Inc. ................ 1,500,775 49,000 Bank of America Corporation ....................... 1,857,590 46,100 Citigroup, Inc. ................................... 987,462 44,200 Freddie Mac ....................................... 1,119,144 35,300 JPMorgan Chase & Company .......................... 1,516,135 16,765 Lincoln National Corporation ...................... 871,780 37,300 Popular, Inc. ..................................... 434,918 26,500 Travelers Companies, Inc. (The) ................... 1,268,025 42,200 Wachovia Corporation .............................. 1,139,400 ------------ 11,425,353 ------------ HEALTH CARE -- 15.9% 19,800 Amgen, Inc. (a) ................................... 827,244 28,400 Johnson & Johnson ................................. 1,842,308 14,700 Merck & Company, Inc. ............................. 557,865 73,500 Pfizer, Inc. ...................................... 1,538,355 39,200 Watson Pharmaceuticals, Inc. (a) .................. 1,149,344 20,600 WellPoint, Inc. (a) ............................... 909,078 ------------ 6,824,194 ------------ INDUSTRIALS -- 11.3% 17,600 Avery Dennison Corporation ........................ 866,800 10,100 FedEx Corporation ................................. 935,967 50,000 General Electric Company .......................... 1,850,500 60,000 Masco Corporation ................................. 1,189,800 ------------ 4,843,067 ------------ 9 FBP VALUE FUND SCHEDULE OF INVESTMENTS ================================================================================ SHARES COMMON STOCKS -- 99.4%(CONTINUED) VALUE - -------------------------------------------------------------------------------- INFORMATION TECHNOLOGY -- 17.8% 19,600 Agilent Technologies, Inc. (a) .................... $ 584,668 50,000 Cisco Systems, Inc. (a) ........................... 1,204,500 20,000 Computer Sciences Corporation (a) ................. 815,800 19,600 Dell, Inc. (a) .................................... 390,432 95,818 Flextronics International Ltd. (a) ................ 899,731 20,000 Hewlett-Packard Company ........................... 913,200 17,100 International Business Machines Corporation ....... 1,968,894 31,400 Microsoft Corporation ............................. 891,132 ------------ 7,668,357 ------------ MATERIALS -- 1.3% 22,500 Sealed Air Corporation ............................ 568,125 ------------ TELECOMMUNICATIONS SERVICES -- 0.6% 6,900 Verizon Communications, Inc. ...................... 251,505 ------------ TOTAL COMMON STOCKS (Cost $36,743,057) ............ $ 42,810,213 ------------ ================================================================================ SHARES MONEY MARKET FUNDS -- 1.1% VALUE - -------------------------------------------------------------------------------- 454,254 Fidelity Institutional Money Market Government Portfolio - Class I (Cost $454,254) .. $ 454,254 ------------ TOTAL INVESTMENTS AT VALUE -- 100.5% (Cost $37,197,311) .............................. $ 43,264,467 LIABILITIES IN EXCESS OF OTHER ASSETS -- (0.5%) ... (192,941) ------------ NET ASSETS -- 100.0% .............................. $ 43,071,526 ============ (a) Non-income producing security. ADR - American Depositary Receipt See accompanying notes to financial statements. 10 FBP BALANCED FUND SCHEDULE OF INVESTMENTS MARCH 31, 2008 ================================================================================ SHARES COMMON STOCKS -- 69.4% VALUE - -------------------------------------------------------------------------------- CONSUMER DISCRETIONARY -- 10.7% 21,600 Best Buy Company, Inc. ............................ $ 895,536 50,000 Family Dollar Stores, Inc. ........................ 975,000 26,000 General Motors Corporation ........................ 495,300 26,000 Home Depot, Inc. (The) ............................ 727,220 28,000 KB Home ........................................... 692,440 25,000 Kohl's Corporation (a) ............................ 1,072,250 20,000 Macy's, Inc. ...................................... 461,200 28,000 Wyndham Worldwide Corporation ..................... 579,040 ------------ 5,897,986 ------------ CONSUMER STAPLES -- 6.4% 5,000 Altria Group, Inc. ................................ 111,000 22,000 CVS Caremark Corporation .......................... 891,220 7,700 Kimberly-Clark Corporation ........................ 497,035 5,000 Philip Morris International, Inc. (a) ............. 252,900 33,000 Wal-Mart Stores, Inc. ............................. 1,738,440 ------------ 3,490,595 ------------ ENERGY -- 2.2% 17,000 Pioneer Natural Resources Company ................. 835,040 5,300 Royal Dutch Shell PLC - ADR ....................... 365,594 ------------ 1,200,634 ------------ FINANCIALS -- 17.9% 18,000 American Express Company .......................... 786,960 27,500 American International Group, Inc. ................ 1,189,375 40,000 Bank of America Corporation ....................... 1,516,400 50,000 Citigroup, Inc. ................................... 1,071,000 36,400 Freddie Mac ....................................... 921,648 35,000 JPMorgan Chase & Company .......................... 1,503,250 11,676 Lincoln National Corporation ...................... 607,152 30,000 Popular, Inc. ..................................... 349,800 21,000 Travelers Companies, Inc. (The) ................... 1,004,850 32,800 Wachovia Corporation .............................. 885,600 ------------ 9,836,035 ------------ HEALTH CARE -- 11.2% 18,000 Amgen, Inc. (a) ................................... 752,040 26,000 Johnson & Johnson ................................. 1,686,620 13,000 Merck & Company, Inc. ............................. 493,350 65,000 Pfizer, Inc. ...................................... 1,360,450 36,000 Watson Pharmaceuticals, Inc. (a) .................. 1,055,520 18,500 WellPoint, Inc. (a) ............................... 816,405 ------------ 6,164,385 ------------ INDUSTRIALS -- 7.1% 15,500 Avery Dennison Corporation ........................ 763,375 7,400 FedEx Corporation ................................. 685,758 40,000 General Electric Company .......................... 1,480,400 50,000 Masco Corporation ................................. 991,500 ------------ 3,921,033 ------------ 11 FBP BALANCED FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ SHARES COMMON STOCKS -- 69.4% (CONTINUED) VALUE - -------------------------------------------------------------------------------- INFORMATION TECHNOLOGY -- 12.5% 12,000 Agilent Technologies, Inc. (a) .................... $ 357,960 43,000 Cisco Systems, Inc. (a) ........................... 1,035,870 21,000 Computer Sciences Corporation (a) ................. 856,590 20,000 Dell, Inc. (a) .................................... 398,400 88,000 Flextronics International Ltd. (a) ................ 826,320 17,000 Hewlett-Packard Company ........................... 776,220 15,800 International Business Machines Corporation ....... 1,819,212 27,000 Microsoft Corporation ............................. 766,260 ------------ 6,836,832 ------------ MATERIALS -- 0.9% 20,000 Sealed Air Corporation ............................ 505,000 ------------ TELECOMMUNICATIONS SERVICES -- 0.5% 8,000 Verizon Communications, Inc. ...................... 291,600 ------------ TOTAL COMMON STOCKS (Cost $30,333,498) ............ $ 38,144,100 ------------ ================================================================================ PAR VALUE U.S. GOVERNMENT AND AGENCY OBLIGATIONS -- 9.3% VALUE - -------------------------------------------------------------------------------- U.S. TREASURY NOTES -- 3.3% $1,000,000 5.00%, due 07/31/2008 ........................... $ 1,011,797 750,000 4.50%, due 11/15/2010 ........................... 804,258 ------------ 1,816,055 ------------ FEDERAL HOME LOAN BANK -- 4.6% 500,000 4.28%, due 07/14/2008 ........................... 502,626 500,000 4.035%, due 03/09/2009 .......................... 508,112 750,000 5.125%, due 05/28/2010 .......................... 753,470 750,000 5.05%, due 08/24/2011 ........................... 778,048 ------------ 2,542,256 ------------ FEDERAL HOME LOAN MORTGAGE CORPORATION -- 1.4% 750,000 5.25%, due 10/06/2011 ........................... 759,846 ------------ TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATIONS (Cost $5,000,893) ............................... $ 5,118,157 ------------ 12 FBP BALANCED FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ PAR VALUE CORPORATE BONDS -- 17.1% VALUE - -------------------------------------------------------------------------------- FINANCIALS -- 7.4% Bankers Trust New York Corporation, $ 750,000 7.375%, due 05/01/2008 .......................... $ 752,414 Credit Suisse First Boston USA, Inc., 750,000 4.70%, due 06/01/2009 ........................... 756,173 International Lease Finance Corporation, 750,000 5.40%, due 02/15/2012 ........................... 739,784 Northern Trust Company, 1,000,000 7.10%, due 08/01/2009 ........................... 1,048,340 Prudential Financial, Inc., 750,000 5.80%, due 06/15/2012 ........................... 785,929 ------------ 4,082,640 ------------ HEALTH CARE -- 1.4% UnitedHealth Group, Inc., 750,000 5.25%, due 03/15/2011 ........................... 765,096 ------------ INDUSTRIALS -- 5.5% Donnelley (R.R.) & Sons Company, 750,000 3.75%, due 04/01/2009 ........................... 742,538 Kraft Foods, Inc., 750,000 5.625%, due 11/01/2011 .......................... 764,175 Newell Rubbermaid, Inc., 750,000 4.625%, due 12/15/2009 .......................... 752,843 Ryder System, Inc., 750,000 5.00%, due 04/01/2011 ........................... 796,830 ------------ 3,056,386 ------------ UTILITIES -- 2.8% Ohio Power Company, 750,000 5.30%, due 11/01/2010 ........................... 771,298 Public Service Electric & Gas Company, 750,000 4.00%, due 11/01/2008 ........................... 750,507 ------------ 1,521,805 ------------ TOTAL CORPORATE BONDS (Cost $9,235,690) ........... $ 9,425,927 ------------ ================================================================================ PAR VALUE REPURCHASE AGREEMENTS(B) -- 0.9% VALUE - -------------------------------------------------------------------------------- $518,083 U.S. Bank N.A., 1.50%, dated 03/31/2008, due 04/01/2008, repurchase proceeds: $518,105 (Cost $518,083) ................................. $ 518,083 ------------ 13 FBP BALANCED FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ SHARES MONEY MARKET FUNDS -- 5.0% VALUE - -------------------------------------------------------------------------------- 2,721,223 Fidelity Institutional Money Market Government Portfolio (Cost $2,721,223) .......... $ 2,721,223 ------------ TOTAL INVESTMENTS AT VALUE -- 101.7% (Cost $47,809,387) ................................ $ 55,927,490 LIABILITIES IN EXCESS OF OTHER ASSETS -- (1.7%) ... (932,367) ------------ NET ASSETS -- 100.0% .............................. $ 54,995,123 ============ (a) Non-income producing security. (b) Repurchase agreement is fully collateralized by $518,083 FGLMC, Pool #1B2797, 4.475%, due 02/01/2035. The aggregate market value of the collateral at March 31, 2008 was $528,617. ADR - American Depositary Receipt See accompanying notes to financial statements. 14
THE FLIPPIN, BRUCE & PORTER FUNDS STATEMENTS OF ASSETS AND LIABILITIES MARCH 31, 2008 ======================================================================================= FBP FBP VALUE BALANCED FUND FUND - --------------------------------------------------------------------------------------- ASSETS Investments in securities: At acquisition cost .............................. $ 37,197,311 $ 47,809,387 ============ ============ At value (Note 1) ................................ $ 43,264,467 $ 55,927,490 Dividends and interest receivable ................... 57,066 285,696 Receivable for capital shares sold .................. 3,074 1,033 Other assets ........................................ 6,233 3,966 ------------ ------------ TOTAL ASSETS ..................................... 43,330,840 56,218,185 ------------ ------------ LIABILITIES Distributions payable ............................... 23,123 94,462 Payable for investment securities purchased ......... 176,372 1,064,319 Payable for capital shares redeemed ................. 16,893 13,363 Accrued investment advisory fees (Note 3) ........... 25,869 32,837 Payable to Administrator (Note 3) ................... 6,050 7,050 Other accrued expenses and liabilities .............. 11,007 11,031 ------------ ------------ TOTAL LIABILITIES ................................ 259,314 1,223,062 ------------ ------------ NET ASSETS ............................................. $ 43,071,526 $ 54,995,123 ============ ============ Net assets consist of: Paid-in capital ..................................... $ 37,027,493 $ 46,925,816 Accumulated undistributed net investment income ..... -- 45,666 Distributions in excess of realized gains ........... (23,123) (94,462) Net unrealized appreciation on investments .......... 6,067,156 8,118,103 ------------ ------------ Net assets ............................................. $ 43,071,526 $ 54,995,123 ============ ============ Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) 2,051,594 3,470,876 ============ ============ Net asset value, offering price and redemption price per share (Note 1) ............................ $ 20.99 $ 15.84 ============ ============
See accompanying notes to financial statements. 15
THE FLIPPIN, BRUCE & PORTER FUNDS STATEMENTS OF OPERATIONS YEAR ENDED MARCH 31, 2008 ==================================================================================== FBP FBP VALUE BALANCED FUND FUND - ------------------------------------------------------------------------------------ INVESTMENT INCOME Interest ......................................... $ -- $ 838,109 Dividends ........................................ 1,243,902 1,104,072 ------------ ------------ TOTAL INVESTMENT INCOME ....................... 1,243,902 1,942,181 ------------ ------------ EXPENSES Investment advisory fees (Note 3) ................ 393,876 452,156 Administration fees (Note 3) ..................... 74,975 83,417 Professional fees ................................ 18,207 19,687 Postage and supplies ............................. 17,788 13,425 Trustees' fees and expenses ...................... 13,002 13,002 Custodian fees ................................... 11,967 10,719 Registration fees ................................ 12,236 7,272 Compliance service fees (Note 3) ................. 9,439 9,551 Printing of shareholder reports .................. 5,928 3,901 Insurance expense ................................ 4,110 4,422 Other expenses ................................... 3,091 3,390 ------------ ------------ TOTAL EXPENSES ................................ 564,619 620,942 ------------ ------------ NET INVESTMENT INCOME ............................... 679,283 1,321,239 ------------ ------------ REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS Net realized gains on security transactions ...... 3,349,834 3,294,326 Net realized gains on option contracts written ... 119,265 112,605 Net realized gains on in-kind redemptions (Note 1) 370,882 -- Net change in unrealized appreciation/ depreciation on investments ................... (13,281,533) (10,396,097) ------------ ------------ NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS ................................... (9,441,552) (6,989,166) ------------ ------------ NET DECREASE IN NET ASSETS FROM OPERATIONS .................................. $ (8,762,269) $ (5,667,927) ============ ============
See accompanying notes to financial statements. 16
THE FLIPPIN, BRUCE & PORTER FUNDS STATEMENTS OF CHANGES IN NET ASSETS ======================================================================================================= FBP FBP VALUE FUND BALANCED FUND ---------------------------- ---------------------------- YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED MARCH 31, MARCH 31, MARCH 31, MARCH 31, 2008 2007 2008 2007 - ------------------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income ................ $ 679,283 $ 703,122 $ 1,321,239 $ 1,263,651 Net realized gains on: Security transactions .............. 3,349,834 3,893,568 3,294,326 2,661,939 Option contracts written ........... 119,265 269,755 112,605 180,970 In-kind redemptions (Note 1). ...... 370,882 -- -- -- Net change in unrealized appreciation/ depreciation on investments.. ...... (13,281,533) 1,578,555 (10,396,097) 1,880,976 ------------ ------------ ------------ ------------ Net increase (decrease) in net assets from operations ...................... (8,762,269) 6,445,000 (5,667,927) 5,987,536 ------------ ------------ ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS From net investment income ........... (687,582) (703,259) (1,357,079) (1,261,402) From realized capital gains on security transactions .............. (3,492,371) (4,163,508) (3,501,622) (2,826,469) Return of capital .................... (393,309) -- (219,267) -- ------------ ------------ ------------ ------------ Decrease in net assets from distributions to shareholders.. ...... (4,573,262) (4,866,767) (5,077,968) (4,087,871) ------------ ------------ ------------ ------------ FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold ............ 3,160,085 7,533,124 3,637,669 2,955,850 Net asset value of shares issued in reinvestment of distributions to shareholders .................... 4,441,138 4,724,181 4,737,391 3,694,969 Payments for shares redeemed ......... (11,427,076) (13,213,446) (8,991,631) (4,973,441) ------------ ------------ ------------ ------------ Net increase (decrease) in net assets from capital share transactions. ..... (3,825,853) (956,141) (616,571) 1,677,378 ------------ ------------ ------------ ------------ TOTAL INCREASE (DECREASE) IN NET ASSETS ........................ (17,161,384) 622,092 (11,362,466) 3,577,043 NET ASSETS Beginning of year .................... 60,232,910 59,610,818 66,357,589 62,780,546 ------------ ------------ ------------ ------------ End of year .......................... $ 43,071,526 $ 60,232,910 $ 54,995,123 $ 66,357,589 ============ ============ ============ ============ ACCUMULATED UNDISTRIBUTED NET INVESTMENT INCOME ................ $ -- $ 8,299 $ 45,666 $ 81,506 ============ ============ ============ ============ CAPITAL SHARE ACTIVITY Sold ................................. 121,432 276,657 196,696 155,242 Reinvested ........................... 173,994 171,718 265,687 194,182 Redeemed ............................. (450,272) (483,330) (493,053) (260,834) ------------ ------------ ------------ ------------ Net increase (decrease) in shares outstanding ................. (154,846) (34,955) (30,670) 88,590 Shares outstanding at beginning of year .................. 2,206,440 2,241,395 3,501,546 3,412,956 ------------ ------------ ------------ ------------ Shares outstanding at end of year .... 2,051,594 2,206,440 3,470,876 3,501,546 ============ ============ ============ ============
See accompanying notes to financial statements. 17
FBP VALUE FUND FINANCIAL HIGHLIGHTS ============================================================================================================== SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR ============================================================================================================== YEARS ENDED MARCH 31, ------------------------------------------------------------------ 2008 2007 2006 2005 2004 - -------------------------------------------------------------------------------------------------------------- Net asset value at beginning of year .... $ 27.30 $ 26.60 $ 25.73 $ 24.86 $ 17.12 ---------- ---------- ---------- ---------- ---------- Income (loss) from investment operations: Net investment income ................. 0.32 0.33 0.32 0.29 0.22 Net realized and unrealized gains (losses) on investments. ............ (4.43) 2.71 2.70 0.86 7.74 ---------- ---------- ---------- ---------- ---------- Total from investment operations ........ (4.11) 3.04 3.02 1.15 7.96 ---------- ---------- ---------- ---------- ---------- Less distributions: Dividends from net investment income .. (0.32) (0.33) (0.32) (0.28) (0.22) Distributions from net realized gains . (1.68) (2.01) (1.83) -- -- Return of capital ..................... (0.20) -- -- -- -- ---------- ---------- ---------- ---------- ---------- Total distributions ..................... (2.20) (2.34) (2.15) (0.28) (0.22) ---------- ---------- ---------- ---------- ---------- Net asset value at end of year .......... $ 20.99 $ 27.30 $ 26.60 $ 25.73 $ 24.86 ========== ========== ========== ========== ========== Total return (a) ........................ (16.33%) 11.57% 12.03% 4.65% 46.60% ========== ========== ========== ========== ========== Net assets at end of year (000's) ....... $ 43,072 $ 60,233 $ 59,611 $ 61,212 $ 50,400 ========== ========== ========== ========== ========== Ratio of expenses to average net assets . 1.01% 1.01% 1.01% 1.00% 1.02% Ratio of net investment income to average net assets .................... 1.21% 1.19% 1.17% 1.17% 0.94% Portfolio turnover rate ................. 26% 16% 15% 15% 19%
(a) Total return is a measure of the change in value of an investment in the Fund over the periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. See accompanying notes to financial statements. 18
FBP BALANCED FUND FINANCIAL HIGHLIGHTS ============================================================================================================== SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR ============================================================================================================== YEARS ENDED MARCH 31, ------------------------------------------------------------------ 2008 2007 2006 2005 2004 - -------------------------------------------------------------------------------------------------------------- Net asset value at beginning of year .... $ 18.95 $ 18.39 $ 18.06 $ 18.40 $ 14.46 ---------- ---------- ---------- ---------- ---------- Income (loss) from investment operations: Net investment income ................. 0.38 0.37 0.33 0.29 0.29 Net realized and unrealized gains (losses) on investments. ............ (2.01) 1.39 1.22 0.28 4.49 ---------- ---------- ---------- ---------- ---------- Total from investment operations ........ (1.63) 1.76 1.55 0.57 4.78 ---------- ---------- ---------- ---------- ---------- Less distributions: Dividends from net investment income .. (0.39) (0.37) (0.32) (0.30) (0.31) Distributions from net realized gains . (1.02) (0.83) (0.90) (0.61) (0.53) Return of capital ..................... (0.07) -- -- -- -- ---------- ---------- ---------- ---------- ---------- Total distributions ..................... (1.48) (1.20) (1.22) (0.91) (0.84) ---------- ---------- ---------- ---------- ---------- Net asset value at end of year .......... $ 15.84 $ 18.95 $ 18.39 $ 18.06 $ 18.40 ========== ========== ========== ========== ========== Total return (a) ........................ (9.27%) 9.70% 8.81% 3.20% 33.19% ========== ========== ========== ========== ========== Net assets at end of year (000's) ....... $ 54,995 $ 66,358 $ 62,781 $ 61,466 $ 58,290 ========== ========== ========== ========== ========== Ratio of expenses to average net assets . 0.96% 0.97% 0.99% 0.96% 0.98% Ratio of net investment income to average net assets .................... 2.05% 1.95% 1.75% 1.62% 1.68% Portfolio turnover rate ................. 29% 17% 24% 17% 21%
(a) Total return is a measure of the change in value of an investment in the Fund over the periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. See accompanying notes to financial statements. 19 THE FLIPPIN, BRUCE & PORTER FUNDS NOTES TO FINANCIAL STATEMENTS MARCH 31, 2008 ================================================================================ 1. SIGNIFICANT ACCOUNTING POLICIES The FBP Value Fund and the FBP Balanced Fund (the "Funds") are 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, as amended. The Trust was organized as a Massachusetts business trust on July 18, 1988. The FBP Value Fund seeks long term growth of capital through investment in a diversified portfolio comprised primarily of equity securities, with current income as a secondary objective. The FBP Balanced Fund seeks long term capital appreciation and current income through investment in a balanced portfolio of equity and fixed income securities assuming a moderate level of investment risk. The following is a summary of the Funds' significant accounting policies: Securities valuation --The Funds' portfolio securities are valued as of the close of business of the regular session of the New York Stock Exchange (normally 4:00 p.m., Eastern time). Securities traded on a national stock exchange are valued based upon the closing price on the principal exchange where the security is traded. Securities which are quoted by NASDAQ are valued at the NASDAQ Official Closing Price. Securities which are traded over-the-counter are valued at the last sales price, if available, otherwise, at the last quoted bid price. It is expected that fixed income securities will ordinarily be traded in the over-the-counter market, and common stocks will ordinarily be traded on a national securities exchange, but may also be traded in the over-the-counter market. Call options written by the Funds are valued at the then current market quotation, using the ask price as of the close of each day on the principal exchanges on which they are traded. Short-term instruments (those with remaining maturities of 60 days or less) are valued at amortized cost, which approximates market value. When market quotations are not readily available, securities may be valued on the basis of prices provided by an independent pricing service. The prices provided by the pricing service are determined with consideration given to institutional bid and last sale prices and take into account securities prices, yields, maturities, call features, ratings, institutional trading in similar groups of securities and developments related to specific securities. If a pricing service cannot provide a valuation, securities will be valued in good faith at fair value using methods consistent with those determined by the Board of Trustees. Such methods of fair valuation may include, but are not limited to: multiple of earnings, multiple of book value, discount from market of a similar freely traded security, purchase price of security, subsequent private transactions in the security or related securities, or a combination of these and other factors. Share valuation -- The net asset value per share of each Fund is calculated daily by dividing the total value of each Fund's assets, less liabilities, by the number of shares outstanding. The offering price and redemption price per share of each Fund is equal to the net asset value per share. Investment income -- Interest income is accrued as earned. Dividend income is recorded on the ex-dividend date. Discounts and premiums on fixed income securities purchased are amortized using the interest method. Repurchase agreements -- Each Fund may enter into repurchase agreements. A repurchase agreement, which is collateralized by U.S. Government obligations, is valued at cost which, together with accrued interest, approximates market value. At the time a Fund enters into a repurchase agreement, the Fund takes possession of the underlying securities and 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 Funds actively monitor and seek additional collateral, as needed. 20 THE FLIPPIN, BRUCE & PORTER FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ Distributions to shareholders -- Dividends arising from net investment income are declared and paid quarterly to shareholders of each 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. The amount of distributions from net investment income and net realized gains are determined in accordance with federal income tax regulations which may differ from accounting principles generally accepted in the United States. These "book/tax" differences are either temporary or permanent in nature. The tax character of distributions paid during the years ended March 31, 2008 and 2007 are as follows:
- --------------------------------------------------------------------------------------- Year Ordinary Long-Term Return of Total Ended Income Capital Gains Capital Distributions - --------------------------------------------------------------------------------------- FBP Value Fund....... 03/31/08 $ 699,173 $3,480,780 $ 393,309 $4,573,262 03/31/07 $ 952,036 $3,914,731 $ -- $4,866,767 - --------------------------------------------------------------------------------------- FBP Balanced Fund.... 03/31/08 $1,403,338 $3,455,363 $ 219,267 $5,077,968 03/31/07 $1,457,134 $2,630,737 $ -- $4,087,871 - ---------------------------------------------------------------------------------------
Security transactions -- Security transactions are accounted for on trade date. Gains and losses on securities sold are determined on a specific identification basis. Common expenses -- Common expenses of the Trust are allocated among the funds of the Trust which may be based on relative net assets of each fund or the nature of the services performed and the relative applicability to each fund. Options transactions -- The Funds may write covered call options for which premiums are received and are recorded as liabilities, and are subsequently valued daily at the closing prices on their primary exchanges. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised increase the proceeds used to calculate the realized gain or loss on the sale of the security. If a closing purchase transaction is used to terminate a Fund's obligation on a call, a gain or loss will be realized, depending upon whether the price of the closing purchase transaction is more or less than the premium previously received on the call written. Estimates -- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Federal income tax -- It is each Fund's policy to comply with the special provisions of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. As provided therein, in any fiscal year in which a Fund so qualifies and distributes at least 90% of its taxable net income, the Fund (but not the shareholders) will be relieved of federal income tax on the income distributed. Accordingly, no provision for income taxes has been made. In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also each Fund's intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts from prior years. 21 THE FLIPPIN, BRUCE & PORTER FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ The following information is computed on a tax basis for each item as of March 31, 2008: - -------------------------------------------------------------------------------- FBP FBP VALUE FUND BALANCED FUND - -------------------------------------------------------------------------------- Cost of portfolio investments ................ $ 37,197,311 $ 47,763,721 ============ ============ Gross unrealized appreciation ................ $ 10,613,697 $ 11,648,842 Gross unrealized depreciation ................ (4,546,541) (3,485,073) ------------ ------------ Net unrealized appreciation .................. 6,067,156 8,163,769 Other temporary differences .................. (23,123) (94,462) ------------ ------------ Total distributable earnings ................. $ 6,044,033 $ 8,069,307 ============ ============ - -------------------------------------------------------------------------------- The difference between the federal income tax cost of portfolio investments and the financial statement cost for the FBP Balanced Fund is due to certain differences in the recognition of capital gains and losses under income tax regulations and accounting principles generally accepted in the United States. These "book/tax" differences are temporary in nature and are primarily due to differing methods in the amortization of discounts and premiums on fixed income securities. For the year ended March 31, 2008, the FBP Value Fund and the FBP Balanced Fund reclassified return of capital distributions of $393,309 and $219,267, respectively, against paid-in capital on the Statements of Assets and Liabilities. Such reclassifications, the result of permanent differences between the financial statement and income tax reporting requirements, have no effect on the Funds' net assets or net asset value per share. During the year ended March 31, 2008, the FBP Value Fund realized $370,882 of net capital gains resulting from in-kind redemptions (redemptions in which shareholders who redeemed Fund shares received securities held by the Fund rather than cash). The Fund recognizes a gain on in-kind redemptions to the extent that the value of the distributed securities on the date of redemption exceeds the cost of those securities. Such gains are not taxable to the Fund and are not required to be distributed to shareholders. The Fund has reclassified this amount against paid-in capital. This reclassification is reflected on the Statement of Assets and Liabilities. Such reclassification, the result of permanent differences between the financial statement and income tax reporting requirements, has no effect on the Fund's net assets or net asset value per share. On July 13, 2006, the Financial Accounting Standards Board ("FASB") released Interpretation No. 48 ("FIN 48") "Accounting for Uncertainty in Income Taxes." FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Funds' tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Each Fund adopted the provisions of FIN 48 on September 30, 2007. Management analyzed the Funds' tax positions taken on Federal income tax returns for all open tax years (tax years ended March 31, 2005 through March 31, 2008) for purposes of implementing FIN 48 and has concluded that no provision for income tax is required in the financial statements. 2. INVESTMENT TRANSACTIONS During the year ended March 31, 2008, cost of purchases and proceeds from sales and maturities of investment securities, other than short-term investments and U.S. government securities, amounted to $14,113,924 and $21,769,897, respectively, for the FBP Value Fund and $16,843,965 and $19,612,100, respectively, for the FBP Balanced Fund. 22 THE FLIPPIN, BRUCE & PORTER FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ 3. TRANSACTIONS WITH AFFILIATES INVESTMENT ADVISORY AGREEMENT The Funds' investments are managed by Flippin, Bruce & Porter, Inc. (the "Adviser") under the terms of an Investment Advisory Agreement. Under the Investment Advisory Agreement, each Fund pays the Adviser a fee, which is computed and accrued daily and paid monthly, at an annual rate of .70% of its average daily net assets up to $250 million; .65% of the next $250 million of such net assets; and .50% of such net assets in excess of $500 million. Certain Trustees and officers of the Trust are also officers of the Adviser. MUTUAL FUND SERVICES AGREEMENT Under the terms of a Mutual Fund Services Agreement between the Trust and Ultimus Fund Solutions, LLC ("Ultimus"), Ultimus provides administrative, pricing, accounting, dividend disbursing, shareholder servicing and transfer agent services for the Funds. For these services, Ultimus receives a monthly fee from each Fund at an annual rate of .15% of its average daily net assets up to $25 million; .125% of the next $25 million of such net assets; and .10% of such net assets in excess of $50 million, subject to a minimum monthly fee of $4,000, plus a shareholder recordkeeping fee at the annual rate of $10 per shareholder account in excess of 1,000 accounts. In addition, each Fund pays out-of-pocket expenses including, but not limited to, postage, supplies and costs of pricing the Funds' portfolio securities. Certain officers of the Trust are also officers of Ultimus, or of Ultimus Fund Distributors, LLC (the "Distributor"), the principal underwriter of each Fund's shares. The Distributor is compensated by the Adviser (not the Funds) for acting as principal underwriter. COMPLIANCE CONSULTING AGREEMENT Under the terms of a Compliance Consulting Agreement between the Trust and Ultimus, Ultimus provides an individual to serve as the Trust's Chief Compliance Officer and to administer the Funds' compliance policies and procedures. For these services, the Funds pay Ultimus an annual base fee of $16,800 plus an asset-based fee equal to 0.01% per annum on the Funds' aggregate net assets in excess of $100 million. 4. COVERED CALL OPTIONS A summary of covered call option contracts written during the year ended March 31, 2008 is as follows:
- ----------------------------------------------------------------------------------------- FBP FBP VALUE FUND BALANCED FUND - ----------------------------------------------------------------------------------------- OPTION OPTION OPTION OPTION CONTRACTS PREMIUMS CONTRACTS PREMIUMS - ----------------------------------------------------------------------------------------- Options outstanding at beginning of year ............. 90 $ 33,479 96 $ 31,721 Options written .................. 470 107,666 416 97,293 Options exercised ................ (40) (21,879) (30) (16,409) Options expired .................. (520) (119,266) (482) (112,605) ---------- ---------- ---------- ---------- Options outstanding at end of year -- $ -- -- $ -- ========== ========== ========== ========== - -----------------------------------------------------------------------------------------
23 THE FLIPPIN, BRUCE & PORTER FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ 5. CONTINGENCIES AND COMMITMENTS The Funds indemnify the Trust's officers and Trustees for certain liabilities that might arise from their performance of their duties to the Funds. Additionally, in the normal course of business the Funds enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote. 6. NEW ACCOUNTING PRONOUNCEMENT In September 2006, the FASB issued Statement on Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements." This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current generally accepted accounting principles from the application of SFAS No. 157 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As of March 31, 2008, the Funds do not believe the adoption of SFAS No. 157 will impact the amounts reported in the financial statements. However, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements reported on the statement of changes in net assets for a fiscal period. 24 THE FLIPPIN, BRUCE & PORTER FUNDS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ================================================================================ The Board of Trustees and Shareholders of the FBP Value Fund and the FBP Balanced Fund of the Williamsburg Investment Trust We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of the FBP Value Fund and the FBP Balanced Fund (the "Funds") (each a series of the Williamsburg Investment Trust), as of March 31, 2008, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds' internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2008, by correspondence with the custodian and brokers. 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 FBP Value Fund and the FBP Balanced Fund at March 31, 2008, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Cincinnati, Ohio May 16, 2008 25 THE FLIPPIN, BRUCE & PORTER FUNDS BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (UNAUDITED) ================================================================================ Overall responsibility for management of the Funds rests with the Board of Trustees. The Trustees serve during the lifetime of the Trust and until its termination, or until death, resignation, retirement or removal. The Trustees, in turn, elect the officers of the Funds. The officers have been elected for an annual term. The following are the Trustees and executive officers of the Funds:
POSITION HELD LENGTH OF TRUSTEE ADDRESS AGE WITH THE TRUST TIME SERVED - ---------------------------------------------------------------------------------------------------------------------------- * Charles M. Caravati, Jr. 931 Broad Street Road, 71 Chairman and Since Manakin-Sabot, VA Trustee June 1991 - ---------------------------------------------------------------------------------------------------------------------------- * Austin Brockenbrough III 1802 Bayberry Court, Suite 400 71 Trustee Since Richmond, VA September 1988 - ---------------------------------------------------------------------------------------------------------------------------- * John T. Bruce 800 Main Street 54 President and Since Lynchburg, VA Trustee September 1988 - ---------------------------------------------------------------------------------------------------------------------------- Robert S. Harris 100 Darden Boulevard 58 Trustee Since Charlottsville, VA January 2007 - ---------------------------------------------------------------------------------------------------------------------------- J. Finley Lee, Jr. 4488 Pond Apple Drive North 68 Trustee Since Naples, FL September 1988 - ---------------------------------------------------------------------------------------------------------------------------- Richard L. Morrill University of Richmond 68 Trustee Since Richmond, VA March 1993 - ---------------------------------------------------------------------------------------------------------------------------- Harris V. Morrissette 100 Jacintoport Boulevard 48 Trustee Since Saraland, AL March 1993 - ---------------------------------------------------------------------------------------------------------------------------- Erwin H. Will, Jr. 47 Willway Avenue 75 Trustee Since Richmond, VA July 1997 - ---------------------------------------------------------------------------------------------------------------------------- Samuel B. Witt III 302 Clovelly Road 72 Trustee Since Richmond, VA November 1988 - ---------------------------------------------------------------------------------------------------------------------------- John M. Flippin 800 Main Street 66 Vice President Since Lynchburg, VA September 1988 - ---------------------------------------------------------------------------------------------------------------------------- R. Gregory Porter III 800 Main Street 66 Vice President Since Lynchburg, VA September 1988 - ---------------------------------------------------------------------------------------------------------------------------- John H. Hanna IV 800 Main Street 52 Vice President Since Lynchburg, VA February 2007 - ---------------------------------------------------------------------------------------------------------------------------- David J. Marshall 800 Main Street 51 Vice President Since Lynchburg, VA February 2007 - ---------------------------------------------------------------------------------------------------------------------------- Robert G. Dorsey 225 Pictoria Drive, Suite 450 51 Vice President Since Cincinnati, OH November 2000 - ---------------------------------------------------------------------------------------------------------------------------- Mark J. Seger 225 Pictoria Drive, Suite 450 46 Treasurer Since Cincinnati, OH November 2000 - ---------------------------------------------------------------------------------------------------------------------------- John F. Splain 225 Pictoria Drive, Suite 450 51 Secretary Since Cincinnati, OH November 2000 - ---------------------------------------------------------------------------------------------------------------------------- Tina H. Bloom 225 Pictoria Drive, Suite 450 39 Chief Compliance Since Cincinnati, OH Officer August 2006 - ----------------------------------------------------------------------------------------------------------------------------
* Messrs. Bruce, Brockenbrough and Caravati are "interested persons" of the Trust within the meaning of Section 2(a)(19) of the Investment Company Act of 1940. Charles M. Caravati, Jr. is the father of Charles M. Caravati III, an officer of The Jamestown Funds, which are other portfolios of the Trust. 26 THE FLIPPIN, BRUCE & PORTER FUNDS BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (UNAUDITED) (CONTINUED) ================================================================================ Each Trustee oversees eleven portfolios of the Trust, including the Funds. The principal occupations of the Trustees and executive officers of the Funds during the past five years and public directorships held by the Trustees are set forth below: Charles M. Caravati, Jr. is a retired physician. He is also the retired President of Dermatology Associates of Virginia, P.C. Austin Brockenbrough III is President and Managing Director of Lowe, Brockenbrough & Company, Inc. (an investment advisory firm). He is a member of the Board of Directors of Tredegar Corporation (a plastics manufacturer) and Wilkinson O'Grady & Co., Inc. (a global asset manager). John T. Bruce is a Principal of the Adviser. Robert S. Harris is the C. Stewart Sheppard Professor of Business Administration at The Darden Graduate School of Business Administration at the University of Virginia. He was previously the dean at Darden. Professor Harris has published widely on corporate finance, financial markets and mergers and acquisitions and has served as a consultant to corporations and government agencies. J. Finley Lee, Jr. is a financial consultant and the Julian Price Professor Emeritus at the University of North Carolina. Richard L. Morrill is the Chancellor of the University of Richmond. He is also a member of the Board of Directors of Tredegar Corporation and Albemarle Corporation (polymers and chemical manufacturer). Harris V. Morrissette is Chief Executive Officer of China Doll Rice Company. He is a member of the Board of Directors of BancTrust Financial Group, Inc. (a bank holding company) and EnergySouth, Inc. In addition, he is Chairman of Azalea Aviation, Inc. (an airplane fueling company). Erwin H. Will, Jr. is the retired Chief Investment Officer of Equities of Virginia Retirement System (VRS). Subsequent to his retirement, he temporarily served as Acting Managing Director of Equities for VRS. Samuel B. Witt III is the retired Senior Vice President and General Counsel of Stateside Associates, Inc. He is also a member of the Board of Directors of The Swiss Helvetia Fund, Inc. (a closed-end investment company). John M. Flippin is a Principal of the Adviser. R. Gregory Porter III is a Principal of the Adviser. John H. Hanna IV is a Principal of the Adviser. David J. Marshall is a Principal of the Adviser. Robert G. Dorsey is a Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC. Mark J. Seger is a Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC. John F. Splain is a Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC. Tina H. Bloom is Vice President of Administration of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC. Additional information about members of the Board of Trustees and executive officers is available in the Statement of Additional Information ("SAI"). To obtain a free copy of the SAI, please call 1-800-281-3217. 27 THE FLIPPIN BRUCE & PORTER FUNDS ABOUT YOUR FUNDS' EXPENSES (UNAUDITED) ================================================================================ We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of the Funds, you incur ongoing costs, including management fees and other operating expenses. Operating expenses, which are deducted from each Fund's gross income, directly reduce the investment return of the Funds. A mutual fund's ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The examples below are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period. The table below illustrates each Fund's costs in two ways: Actual fund return - This section helps you to estimate the actual expenses that you paid over the period. The "Ending Account Value" shown is derived from each Fund's actual return, and the third column shows the dollar amount of operating expenses that would have been paid by an investor who started with $1,000 in the Funds. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period (October 1, 2007 through March 31, 2008). To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Funds under the heading "Expenses Paid During Period." Hypothetical 5% return - This section is intended to help you compare the Funds' costs with those of other mutual funds. It assumes that each Fund had an annual return of 5% before expenses during the period shown, but that the expense ratio is unchanged. In this case, because the returns used are not the Funds' actual returns, the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess each Fund's costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds. Note that expenses shown in the table are meant to highlight and help you compare ongoing costs only. The Funds do not charge transaction fees, such as purchase or redemption fees, nor do they carry a "sales load." The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions. More information about the Funds' expenses, including annual expense ratios for the past five fiscal years, can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Funds' prospectus. FBP VALUE FUND - -------------------------------------------------------------------------------- Beginning Ending Account Value Account Value Expenses Paid October 1, 2007 March 31, 2008 During Period* - -------------------------------------------------------------------------------- Based on Actual Fund Return $1,000.00 $ 806.90 $4.61 - -------------------------------------------------------------------------------- Based on Hypothetical 5% Return (before expenses) $1,000.00 $1,019.90 $5.15 - -------------------------------------------------------------------------------- * Expenses are equal to the FBP Value Fund's annualized expense ratio of 1.02% for the period, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). 28 THE FLIPPIN BRUCE & PORTER FUNDS ABOUT YOUR FUNDS' EXPENSES (UNAUDITED) (CONTINUED) ================================================================================ FBP BALANCED FUND - -------------------------------------------------------------------------------- Beginning Ending Account Value Account Value Expenses Paid October 1, 2007 March 31, 2008 During Period* - -------------------------------------------------------------------------------- Based on Actual Fund Return $1,000.00 $ 875.90 $4.50 - -------------------------------------------------------------------------------- Based on Hypothetical 5% Return (before expenses) $1,000.00 $1,020.20 $4.85 - -------------------------------------------------------------------------------- * Expenses are equal to the FBP Balanced Fund's annualized expense ratio of 0.96% for the period, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). OTHER INFORMATION (UNAUDITED) ================================================================================ The Trust files a complete listing of portfolio holdings for the Funds with the Securities and Exchange Commission (the "SEC") as of the first and third quarters of each fiscal year on Form N-Q. The filings are available upon request, by calling 1-800-327-9375. Furthermore, you may obtain a copy of these filings on the SEC's website at http://www.sec.gov. The Trust's Forms N-Q may also be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-800-327-9375, or on the SEC's website at http://www.sec.gov. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is also available without charge upon request by calling toll-free 1-800-327-9375, or on the SEC's website at http://www.sec.gov. FEDERAL TAX INFORMATION (UNAUDITED) ================================================================================ In accordance with federal tax requirements, the following provides shareholders with information concerning distributions from ordinary income and net realized gains made by the Funds during the year ended March 31, 2008. For the fiscal year ended March 31, 2008, certain dividends paid by the Funds may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The FBP Value Fund and the FBP Balanced Fund intend to designate up to a maximum amount of $4,179,953 and $4,858,701, respectively, as taxed at a maximum rate of 15%. Additionally, for the fiscal year ended March 31, 2008, 100% and 75% of the dividends paid from ordinary income by the FBP Value Fund and the FBP Balanced Fund, respectively, qualified for the dividends received deduction for corporations. As required by federal regulations, complete information will be computed and reported in conjunction with your 2008 Form 1099-DIV. 29 THE FLIPPIN, BRUCE & PORTER FUNDS DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED) ================================================================================ At an in-person meeting held on February 12, 2008, the Board of Trustees, including a majority of the Independent Trustees, approved the continuance for a one-year period of the Investment Advisory Agreements with the Adviser on behalf of the FBP Value Fund and the FBP Balanced Fund. Below is a discussion of the factors considered by the Board of Trustees along with their conclusions with respect thereto that formed the basis for the Board's approvals. In selecting the Adviser and approving the most recent annual continuance of the Investment Advisory Agreements, the Trustees considered all information they deemed reasonably necessary to evaluate the terms of the Agreements. The principal areas of review by the Trustees were the nature, extent and quality of the services provided by the Adviser and the reasonableness of the fees charged for those services. These matters were considered by the Independent Trustees consulting with experienced counsel for the Independent Trustees, who is independent of the Adviser. The Trustees' evaluation of the quality of the Adviser's services took into account their knowledge and experience gained through meetings with and reports of the Adviser's senior management over the course of the preceding year. Both short-term and long-term investment performance of the Funds was considered. Each Fund's performance was compared to its performance benchmark and to that of competitive funds with similar investment objectives and to the Adviser's comparably managed private accounts. The Trustees also considered the scope and quality of the in-house capabilities of the Adviser and other resources dedicated to performing services for the Funds. The quality of administrative and other services, including the Adviser's role in coordinating the activities of the Funds' other service providers, were considered in light of the Funds' compliance with investment policies and applicable laws and regulations and of related reports by management and the Funds' independent public accountants in periodic meetings with the Trust's Audit Committee. The Trustees also considered the business reputation of the Adviser, the qualifications of its key investment and compliance personnel, and its financial resources. In reviewing the fees payable under the Investment Advisory Agreements, the Trustees compared the advisory fees and overall expense levels of each Fund with those of competitive funds with similar investment objectives as well as the private accounts managed by the Adviser. The Trustees considered information provided by the Adviser concerning the Adviser's profitability with respect to each Fund, including the assumptions and methodology used in preparing the profitability information, in light of applicable case law relating to advisory fees. For these purposes, the Trustees took into account not only the fees paid by the Funds, but also so-called "fallout" benefits to the Adviser, such as the benefits of research made available to the Adviser by reason of brokerage commissions generated by the Funds' securities transactions. The Trustees also reviewed the revenue sharing arrangements relating to the Funds, whereby fees are paid by the Adviser to various intermediaries that direct assets to the Funds. In evaluating the Funds' advisory fees, the Trustees took into account the complexity and quality of the investment management of the Funds. Based upon their review of this information, the Independent Trustees concluded that: (i) based on the long-term performance of each Fund and the other services provided under the Investment Advisory Agreements, they believe that the Adviser has provided quality services to the Funds as compared to similarly managed funds and comparable private accounts managed by the Adviser; (ii) although the advisory fees payable to the Adviser by each Fund are in the higher range of fees for other comparably managed funds, they believe the fees to be reasonable given the scope and quality of services provided by the Adviser; and (iii) the total operating expense ratio of each Fund is lower than the average expense ratio of comparably managed funds, according to statistics derived from Morningstar, Inc. Given the size of the Funds and their expected growth, the Independent Trustees did not believe that at the present time it would be relevant to consider the extent to which economies 30 THE FLIPPIN, BRUCE & PORTER FUNDS DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED) (CONTINUED) ================================================================================ of scale would be realized as the Funds grow, and whether fee levels reflect these economies of scale. The Independent Trustees also considered the "fallout" benefits to, and the profitability of, the Adviser but given the amounts involved viewed these as secondary factors in connection with the evaluation of the reasonableness of the advisory fees paid by the Funds. No single factor was considered in isolation or to be determinative to the decision of the Trustees to approve continuance of the Investment Advisory Agreements. Rather the Trustees concluded, in light of a weighing and balancing of all factors considered, that it was in the best interests of each Fund and its shareholders to continue its Investment Advisory Agreement without modification to its terms, including the fees charged for services thereunder. 31 - -------------------------------------------------------------------------------- THE FLIPPIN, BRUCE & PORTER FUNDS ============================== INVESTMENT ADVISER LEGAL COUNSEL Flippin, Bruce & Porter, Inc. Sullivan & Worcester LLP 800 Main Street, Second Floor One Post Office Square P.O. Box 6138 Boston, Massachusetts 02109 Lynchburg, Virginia 24505 TOLL-FREE 1-800-327-9375 www.fbpinc.com OFFICERS John T. Bruce, President and Portfolio Manager ADMINISTRATOR John M. Flippin, Vice President Ultimus Fund Solutions, LLC R. Gregory Porter, III, P.O. Box 46707 Vice President Cincinnati, Ohio 45246-0707 John H. Hanna, IV, Vice President TOLL-FREE 1-866-738-1127 David J. Marshall, Vice President CUSTODIAN TRUSTEES US Bank Austin Brockenbrough, III 425 Walnut Street John T. Bruce Cincinnati, Ohio 45202 Charles M. Caravati, Jr. Robert S. Harris J. Finley Lee, Jr. Richard L. Morrill INDEPENDENT REGISTERED Harris V. Morrissette PUBLIC ACCOUNTING FIRM Erwin H. Will, Jr. Ernst & Young LLP Samuel B. Witt, III 1900 Scripps Center 312 Walnut Street Cincinnati, Ohio 45202 - -------------------------------------------------------------------------------- ================================================================================ THE JAMESTOWN FUNDS NO-LOAD FUNDS THE JAMESTOWN BALANCED FUND THE JAMESTOWN EQUITY FUND THE JAMESTOWN SELECT FUND THE JAMESTOWN TAX EXEMPT VIRGINIA FUND THE JAMESTOWN INTERNATIONAL EQUITY FUND ANNUAL REPORT MARCH 31, 2008 Investment Adviser LOWE, BROCKENBROUGH & COMPANY, INC. RICHMOND, VIRGINIA ================================================================================ LETTER TO SHAREHOLDERS MAY 22, 2008 ================================================================================ THE JAMESTOWN BALANCED FUND For the fiscal year ended March 31, 2008, The Jamestown Balanced Fund returned 3.0% versus a return of -0.7% for the Lipper Balanced Fund Index, -5.1% for the S&P 500 Index and 0.6% for a blend of 60% S&P 500 Index and 40% Lehman Brothers Intermediate U.S. Government/Credit Index. After reaching a modest all-time high in October, 2007, equity markets were pressured by a combination of a weakening economy, restrictive credit, high energy prices, and historically large write-offs at financial institutions. For the twelve months, high quality bonds outperformed equities as recession fears sent stock prices tumbling in the first calendar quarter of 2008. Fixed income securities contributed positively to The Jamestown Balanced Fund's performance for the fiscal year ended March 31, 2008, as bond interest payments and price appreciation contributed to total return. The performance of the fixed income portfolio was essentially in line with its benchmark, the Lehman Brothers Intermediate U.S. Government/Credit Index (the "Lehman Index"), which rose 8.9% during the twelve month period ended March 31, 2008. The Fund's duration was shorter than the Lehman Index at the end of the period, expressing our view that U.S. Treasury yields had declined to unattractively low levels as a result of the flight to quality. Sector allocations for the fixed income portfolio are overweight corporate bonds and agency mortgage-backed securities while underweight U.S. Treasuries. In our opinion, the historically wide yield spreads may enable these sectors to earn greater returns than the prospective returns on U.S. Treasury securities. During the last twelve months, the negative impact of sector weightings and duration strategy on fixed income performance was offset by effective positioning across the yield curve. The portfolio benefited from the dramatic steepening of the yield curve as short-term interest rates plummeted during the first quarter of 2008. Sector and stock selection helped the equity portion of the Fund outperform the S&P 500 Index by over 6% for the 12 months. Sector performance benefited primarily from our underweight in the Financial sector, which was the worst performing sector in the S&P 500 over the trailing twelve months (-27.7%). Stock selection was driven by strong performance of the Fund's holdings in the Financial and Health Care sectors. Good stock selection in Financials was evidenced by our overweight in insurance stocks, which did not suffer as badly from credit issues, and an underweight in bank and capital market stocks. Equity valuations are in-line with historical levels on an absolute basis and we believe are attractive relative to high quality fixed income alternatives. However, modest economic growth is likely to pressure earnings growth over the next year. As a result, we have positioned The Jamestown Balanced Fund slightly more conservatively. As of March 31, 2008, the Fund had 6% in cash equivalents, 32% in fixed income securities, and 62% in equity securities. The equity portion of the Fund currently emphasizes companies that are more exposed to capital spending and faster growing international economies. As a result, the Fund is overweight in the Industrial and Technology sectors. In addition, we find Health Care stocks attractively priced for their potential growth. This also provides some cushion to the portfolio as economic and earnings growth slows. The Financial sector remains the largest underweight in the portfolio. The equity portion of the Fund trades at 13.1x 2008 estimated earnings, which are forecast to grow 14.8%. This compares to the S&P 500's estimated earnings growth of 5.1% trading at 15.3x estimated earnings. In addition to aggressively cutting interest rates, the Federal Reserve took several, unprecedented actions to help ease the liquidity crisis troubling the markets. The Federal Reserve facilitated J.P. Morgan's takeover of Bear Stearns when the investment bank ran into financial difficulties. They also opened the discount window to investment banks. Though the risk of a systematic crisis 1 seems to have lessened, the balance sheets of many major financial institutions remain under pressure. While the steps taken are encouraging, they will not solve the crisis overnight, as it will take time to restore confidence in the financial markets. THE JAMESTOWN EQUITY FUND For the fiscal year ended March 31, 2008, The Jamestown Equity Fund returned 0.9% versus a return of -5.1% for the S&P 500 Index. After reaching a modest all-time high in October, 2007, equity markets were pressured by a combination of a weakening economy, restrictive credit, high energy prices, and historically large write-offs at financial institutions. The Fund's good relative performance was driven by both sector and stock selection. Sector performance benefited primarily from our underweight in the Financial sector, which was the worst performing sector in the S&P 500 over the trailing twelve months (-27.7%). Stock selection was driven by strong performance of the Fund's holdings in the Financial and Health Care sectors. Good stock selection in Financials was evidenced by our overweight in insurance stocks, which did not suffer as badly from credit issues, and an underweight in bank and capital market stocks. The Fund currently emphasizes companies that are more exposed to capital spending and faster growing international economies. As a result, the Fund is overweight in the Industrial and Technology sectors. In addition, we find Health Care stocks attractively priced for their potential growth. This also provides some cushion to the portfolio as economic and earnings growth slows. The Financial sector remains the largest underweight in the portfolio. The equity portion of the Fund trades at 13.1x 2008 estimated earnings, which are forecast to grow 14.8%. This compares to the S&P 500's estimated earnings growth of 5.1% trading at 15.3x estimated earnings. In addition to aggressively cutting interest rates, the Federal Reserve took several, unprecedented actions to help ease the liquidity crisis troubling the markets. The Federal Reserve facilitated J.P. Morgan's takeover of Bear Stearns when the investment bank ran into financial difficulties. They also opened the discount window to investment banks. Though the risk of a systematic crisis seems to have lessened, the balance sheets of many major financial institutions remain under pressure. While the steps taken are encouraging, they will not solve the crisis overnight, as it will take time to restore confidence in the financial markets. THE JAMESTOWN SELECT EQUITY FUND The Jamestown Select Equity Fund fell 3.1% for the fiscal year ended March 31, 2008 versus a return of -5.1% for the S&P 500 Index. After reaching a modest all-time high in October, 2007, equity markets were pressured by a combination of a weakening economy, restrictive credit, high energy prices, and historically large write-offs at financial institutions. The Fund's good relative performance was driven primarily by strong stock selection, particularly in the Financial and Consumer Discretionary sectors. Partially offsetting this was weak stock selection in the Utility sector. Sector selection was also positive as the benefit of underweighting Financials more than offset a slight underweight in Energy. The Fund will continue to focus on stocks that we believe have the best earnings profiles and that are trading at reasonable valuations. The Fund is overweight in the Industrial, Technology, and Health Care sectors. The Financial sector remains the largest underweight in the portfolio. The portfolio trades at 12.1x 2007 estimated earnings, which are forecast to grow 17.7%. This compares to the S&P 500's estimated earnings growth of 5.1% trading at 15.3x estimated earnings. In addition to aggressively cutting interest rates, the Federal Reserve took several, unprecedented actions to help ease the liquidity crisis troubling the markets. The Federal Reserve facilitated J.P. Morgan's takeover of Bear Stearns when the investment bank ran into financial difficulties. They 2 also opened the discount window to investment banks. Though the risk of a systematic crisis seems to have lessened, the balance sheets of many major financial institutions remain under pressure. While the steps taken are encouraging, they will not solve the crisis overnight, as it will take time to restore confidence in the financial markets. THE JAMESTOWN TAX EXEMPT VIRGINIA FUND The Jamestown Tax Exempt Virginia Fund performed well relative to other municipal bond funds over the last year as the credit market turmoil spread to the normally placid municipal bond market. For the fiscal year ended March 31, 2008, the Fund gained 4.1%, compared to 6.2% for the Lehman 5-year Municipal Index and 2.5% for the Lipper Intermediate Municipal Fund Index. As of March 31, 2008, The Jamestown Tax Exempt Virginia Fund had an average effective maturity of 4.3 years, an effective duration of 3.7 years, and a 30-day SEC yield of 2.93%, which results in a tax equivalent yield of 4.5% for investors in the 35% federal tax bracket. The Fund held no issues subject to Alternative Minimum Tax during 2007. The municipal bond market displayed unusual volatility during the last twelve months. After bond yields peaked in June, the municipal market saw the yield curve steepen sharply, quality spreads widen, and liquidity dry up at times. Market disruptions resulted in exceptional value in municipal bonds in August, November and especially in February. The severe sell-off in the second half of February that pushed yields higher and prices lower was triggered by forced selling from leveraged funds. Compelling relative valuations attracted enough demand for a modest rebound during March. Significant shifts in the steepness of the municipal yield curve rewarded holders of short maturity bonds but caused prices to drop for the longest maturities. Yields declined by 1.90% on AAA-rated general obligations with a 1-year maturity during the year ended March 31, 2008 while yields increased by 0.77% in the 30 year maturity, a shift in the slope of 267 basis points. With the Fund's maturity structure heavily weighted toward maturities under 10 years, the steeper curve aided the Fund's performance relative to longer maturity strategies. However, municipal bonds could not keep pace with the flight-to-quality bid that buoyed Treasuries during this period. Ratios of municipal yields to Treasuries exceeded 100% for every maturity on the yield curve as of March 31, 2008, indicating opportunity for traditional tax-exempt bond investors. Municipal bond insurers remained in the headlines because of worries over credit ratings. While some insurers replenished capital in order to maintain a triple-A credit rating for now, other companies have seen ratings downgrades. Only a couple of insurers have been unscathed by the subprime mortgage debacle. About 42% of the Fund's portfolio consists of insured bonds, with underlying credit ratings (without insurance) of double-A and single-A. The tax-exempt sector was also roiled by the collapse of the auction-rate securities (ARS) market when major bond dealers ceased putting up their own capital to support the debt. These instruments enabled issuers to sell long-term debt at short-term interest rates, subject to reset at periodic auctions. Many investors regarded ARS as money market instruments, but now that the auctions have failed, they are stuck with the paper until the issuers are able to refinance the debt. The Fund did not hold any ARS during the fiscal year. THE JAMESTOWN INTERNATIONAL EQUITY FUND For the fiscal year ended March 31, 2008, The Jamestown International Equity Fund fell 3.6% and the Morgan Stanley EAFE Index returned -2.7%. International equity markets modestly outperformed their domestic counterparts over the trailing twelve months due to the weakness in the U.S. dollar. The U.S dollar declined 6% versus EAFE currencies over the past year. The U.S. housing market crisis and the associated impact on broader credit markets and the financial sector has taken its toll on global equity markets over the past year. While once 3 seemingly contained, the aftershocks have threatened to push key economies around the world into recession and dramatically slow the pace of economic growth. Traditional defensive safe havens like Consumer Staples, Utilities, and some Health Care companies fared relatively well in the latest market downturn. The Fund was helped over the past twelve months by strong stock selection among financial stocks, largely in continental Europe and Japan. The biggest detractor to performance was the Fund's underweight in the Materials sector, where supply constraints continued to drive commodity prices higher even in the face of slower economic growth. As of March 31, 2008, the largest sector underweights in the Fund are in the Material and Industrial sectors. The largest overweights are in the Technology and Energy sectors. The Fund significantly overweight Continental Europe (60%), modestly overweight Japan (24%), and heavily underweight the United Kingdom (13%). Sincerely, /s/ Charles M. Caravati, III /s/ Lawrence B. Whitlock, Jr. Charles M. Caravati, III, CFA Lawrence B. Whitlock, Jr. President President Jamestown Balanced Fund Jamestown Select Fund Jamestown Equity Fund Jamestown International Equity Fund /s/ Joseph A. Jennings, III Joseph A. Jennings, III President Jamestown Tax Exempt Virginia Fund THIS REPORT IS SUBMITTED FOR THE GENERAL INFORMATION OF THE SHAREHOLDERS OF THE FUNDS. THE REPORT IS NOT AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUNDS UNLESS IT IS ACCOMPANIED BY A CURRENT PROSPECTUS. THIS REPORT REFLECTS OUR VIEWS, OPINIONS AND PORTFOLIO HOLDINGS AS OF MARCH 31, 2008, THE END OF THE REPORTING PERIOD. THESE VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED UPON MARKET OR OTHER CONDITIONS. FOR MORE CURRENT INFORMATION THROUGHOUT THE YEAR PLEASE VISIT WWW.JAMESTOWNFUNDS.COM. 4 THE JAMESTOWN BALANCED FUND PERFORMANCE INFORMATION (UNAUDITED) ================================================================================ COMPARISON OF THE CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE JAMESTOWN BALANCED FUND, THE STANDARD & POOR'S 500 INDEX AND THE 60% S&P 500 INDEX / 40% LEHMAN BROTHERS INTERMEDIATE U.S. GOVERNMENT/CREDIT INDEX [LINE GRAPH OMITTED] 60% S&P 500 INDEX / 40% LEHMAN BROTHERS STANDARD & POOR'S THE JAMESTOWN INTERMEDIATE U.S. 500 INDEX BALANCED FUND GOVERNMENT/CREDIT INDEX -------------------- -------------------- -------------------- DATE VALUE DATE VALUE DATE VALUE ---- ----- ---- ----- ---- ----- 03/31/98 $ 10,000 03/31/98 $ 10,000 03/31/98 $ 10,000 06/30/98 10,330 06/30/98 10,053 06/30/98 10,274 09/30/98 9,303 09/30/98 9,169 09/30/98 9,845 12/31/98 11,284 12/31/98 10,689 12/31/98 11,115 03/31/99 11,846 03/31/99 10,756 03/31/99 11,438 06/30/99 12,681 06/30/99 11,088 06/30/99 11,904 09/30/99 11,889 09/30/99 10,774 09/30/99 11,502 12/31/99 13,658 12/31/99 11,915 12/31/99 12,531 03/31/00 13,971 03/31/00 12,466 03/31/00 12,779 06/30/00 13,600 06/30/00 12,638 06/30/00 12,661 09/30/00 13,468 09/30/00 12,269 09/30/00 12,734 12/31/01 12,416 12/31/00 12,016 12/31/00 12,325 03/31/01 10,944 03/31/01 10,889 03/31/01 11,615 06/30/01 11,584 06/30/01 10,998 06/30/01 12,054 09/30/01 9,884 09/30/01 9,954 09/30/01 11,215 12/31/01 10,940 12/31/01 10,661 12/31/01 11,937 03/31/02 10,970 03/31/02 10,538 03/31/02 11,946 06/30/02 9,500 06/30/02 10,071 06/30/02 11,156 09/30/02 7,858 09/30/02 9,327 09/30/02 10,201 12/31/02 8,521 12/31/02 9,551 12/31/02 10,787 03/31/03 8,253 03/31/03 9,479 03/31/03 10,648 06/30/03 9,523 06/30/03 10,354 06/30/03 11,747 09/30/03 9,775 09/30/03 10,416 09/30/03 11,933 12/31/03 10,966 12/31/03 11,120 12/31/03 12,808 03/31/04 11,151 03/31/04 11,402 03/31/04 13,065 06/30/04 11,343 06/30/04 11,498 06/30/04 13,068 09/30/04 11,132 09/30/04 11,405 09/30/04 13,063 12/31/04 12,159 12/31/04 11,886 12/31/04 13,809 03/31/05 11,898 03/31/05 11,724 03/31/05 13,583 06/30/05 12,061 06/30/05 11,869 06/30/05 13,829 09/30/05 12,495 09/30/05 12,260 09/30/05 14,100 12/31/05 12,756 12/31/05 12,480 12/31/05 14,305 03/31/06 13,293 03/31/06 12,795 03/31/06 14,644 06/30/06 13,102 06/30/06 12,381 06/30/06 14,530 09/30/06 13,844 09/30/06 12,900 09/30/06 15,210 12/31/06 14,771 12/31/06 13,498 12/31/06 15,884 03/31/07 14,866 03/31/07 13,635 03/31/07 16,046 06/30/07 15,799 06/30/07 14,306 06/30/07 16,641 09/30/07 16,120 09/30/07 14,830 09/30/07 17,035 12/31/07 15,583 12/31/07 14,969 12/31/07 16,892 03/31/08 14,111 03/31/08 14,041 03/31/08 16,138 PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. - -------------------------------------------------------------------------------- Average Annual Total Returns(a) (for periods ended March 31, 2008) 1 YEAR 5 YEARS 10 YEARS The Jamestown Balanced Fund 2.97% 8.18% 3.45% Standard & Poor's 500 Index -5.08% 11.32% 3.50% 60% S&P 500 Index / 40% Lehman Brothers Intermediate U.S. Government/Credit Index 0.57% 8.67% 4.90% - -------------------------------------------------------------------------------- (a) Total return is a measure of the change in value of an investment in the Fund over the periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. 5 THE JAMESTOWN EQUITY FUND PERFORMANCE INFORMATION (UNAUDITED) ================================================================================ COMPARISON OF THE CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE JAMESTOWN EQUITY FUND AND THE STANDARD & POOR'S 500 INDEX [LINE GRAPH OMITTED] STANDARD & POOR'S 500 INDEX THE JAMESTOWN EQUITY FUND --------------------------- ------------------------- DATE VALUE DATE VALUE ---- ----- ---- ----- 03/31/98 $ 10,000 03/31/98 $ 10,000 06/30/98 10,330 06/30/98 9,985 09/30/98 9,303 09/30/98 8,532 12/31/98 11,284 12/31/98 10,827 03/31/99 11,846 03/31/99 10,833 06/30/99 12,681 06/30/99 11,423 09/30/99 11,889 09/30/99 10,895 12/31/99 13,658 12/31/99 12,629 03/31/00 13,971 03/31/00 13,437 06/30/00 13,600 06/30/00 13,659 09/30/00 13,468 09/30/00 12,900 12/31/00 12,416 12/31/00 12,413 03/31/01 10,944 03/31/01 10,549 06/30/01 11,584 06/30/01 10,692 09/30/01 9,884 09/30/01 8,946 12/31/01 10,940 12/31/01 9,958 03/31/02 10,970 03/31/02 9,767 06/30/02 9,500 06/30/02 8,939 09/30/02 7,858 09/30/02 7,629 12/31/02 8,521 12/31/02 7,877 03/31/03 8,253 03/31/03 7,701 06/30/03 9,523 06/30/03 8,750 09/30/03 9,775 09/30/03 8,819 12/31/03 10,966 12/31/03 9,741 03/31/04 11,151 03/31/04 10,019 06/30/04 11,343 06/30/04 10,244 09/30/04 11,132 09/30/04 10,027 12/31/04 12,159 12/31/04 10,628 03/31/05 11,898 03/31/05 10,454 06/30/05 12,061 06/30/05 10,537 09/30/05 12,495 09/30/05 11,078 12/31/05 12,756 12/31/05 11,341 03/31/06 13,293 03/31/06 11,780 06/30/06 13,102 06/30/06 11,228 09/30/06 13,844 09/30/06 11,736 12/31/06 14,771 12/31/06 12,473 03/31/07 14,866 03/31/07 12,595 06/30/07 15,799 06/30/07 13,512 09/30/07 16,120 09/30/07 14,114 12/31/07 15,583 12/31/07 14,172 03/31/08 14,111 03/31/08 12,713 PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. - -------------------------------------------------------------------------------- Average Annual Total Returns(a) (for periods ended March 31, 2008) 1 YEAR 5 YEARS 10 YEARS The Jamestown Equity Fund 0.94% 10.55% 2.43% Standard & Poor's 500 Index -5.08% 11.32% 3.50% - -------------------------------------------------------------------------------- (a) Total return is a measure of the change in value of an investment in the Fund over the periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. 6 THE JAMESTOWN SELECT FUND PERFORMANCE INFORMATION (UNAUDITED) ================================================================================ COMPARISON OF THE CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE JAMESTOWN SELECT FUND AND THE STANDARD & POOR'S 500 INDEX [LINE GRAPH OMITTED] STANDARD & POOR'S 500 INDEX THE JAMESTOWN SELECT FUND --------------------------- ------------------------- DATE VALUE DATE VALUE ---- ----- ---- ----- 10/31/06 $ 10,000 10/31/06 $ 10,000 12/31/06 10,333 12/31/06 10,435 03/31/07 10,399 03/31/07 10,755 06/30/07 11,052 06/30/07 11,286 09/30/07 11,277 09/30/07 11,656 12/31/07 10,901 12/31/07 11,729 03/31/08 9,871 03/31/08 10,425 PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. - -------------------------------------------------------------------------------- Average Annual Total Returns(a) (for periods ended March 31, 2008) 1 YEAR SINCE INCEPTION* The Jamestown Select Fund -3.07% 2.99% Standard & Poor's 500 Index -5.08% -0.91% - -------------------------------------------------------------------------------- (a) Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. * Commencement of operations was October 31, 2006. 7 THE JAMESTOWN TAX EXEMPT VIRGINIA FUND PERFORMANCE INFORMATION (UNAUDITED) ================================================================================ COMPARISON OF THE CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE JAMESTOWN TAX EXEMPT VIRGINIA FUND, THE LEHMAN 5-YEAR MUNICIPAL BOND INDEX*, THE LIPPER INTERMEDIATE MUNICIPAL FUND INDEX AND THE LEHMAN MUNICIPAL BOND INDEX [LINE GRAPH OMITTED]
LEHMAN MUNICIPAL THE JAMESTOWN TAX LIPPER INTERMEDIATE LEHMAN 5-YEAR BOND INDEX EXEMPT VIRGINIA FUND MUNICIPAL FUND INDEX MUNICIPAL BOND INDEX ---------- -------------------- -------------------- -------------------- DATE VALUE DATE VALUE DATE VALUE DATE VALUE ---- ----- ---- ----- ---- ----- ---- ----- 03/31/98 $ 10,000 03/31/98 $ 10,000 03/31/98 $ 10,000 03/31/98 $ 10,000 06/30/98 10,152 06/30/98 10,118 06/30/98 10,122 06/30/98 10,112 09/30/98 10,464 09/30/98 10,416 09/30/98 10,403 09/30/98 10,377 12/31/98 10,527 12/31/98 10,459 12/31/98 10,462 12/31/98 10,463 03/31/99 10,620 03/31/99 10,492 03/31/99 10,520 03/31/99 10,571 06/30/99 10,432 06/30/99 10,331 06/30/99 10,344 06/30/99 10,440 09/30/99 10,391 09/30/99 10,325 09/30/99 10,350 09/30/99 10,539 12/31/99 10,310 12/31/99 10,277 12/31/99 10,318 12/31/99 10,539 03/31/00 10,612 03/31/00 10,497 03/31/00 10,500 03/31/00 10,666 06/30/00 10,772 06/30/00 10,614 06/30/00 10,627 06/30/00 10,834 09/30/00 11,033 09/30/00 10,828 09/30/00 10,849 09/30/00 11,047 12/31/00 11,515 12/31/00 11,200 12/31/00 11,213 12/31/00 11,352 03/31/01 11,771 03/31/01 11,438 03/31/01 11,466 03/31/01 11,675 06/30/01 11,847 06/30/01 11,492 06/30/01 11,551 06/30/01 11,789 09/30/01 12,180 09/30/01 11,756 09/30/01 11,850 09/30/01 12,113 12/31/01 12,105 12/31/01 11,699 12/31/01 11,751 12/31/01 12,057 03/31/02 12,219 03/31/02 11,788 03/31/02 11,835 03/31/02 12,127 06/30/02 12,667 06/30/02 12,158 06/30/02 12,254 06/30/02 12,627 09/30/02 13,268 09/30/02 12,662 09/30/02 12,728 09/30/02 13,064 12/31/02 13,268 12/31/02 12,673 12/31/02 12,731 12/31/02 13,176 03/31/03 13,427 03/31/03 12,760 03/31/03 12,857 03/31/03 13,322 06/30/03 13,774 06/30/03 13,019 06/30/03 13,140 06/30/03 13,564 09/30/03 13,785 09/30/03 13,007 09/30/03 13,166 09/30/03 13,701 12/31/03 13,973 12/31/03 13,094 12/31/03 13,286 12/31/03 13,719 03/31/04 14,215 03/31/04 13,220 03/31/04 13,440 03/31/04 13,894 06/30/04 13,878 06/30/04 12,962 06/30/04 13,175 06/30/04 13,596 09/30/04 14,416 09/30/04 13,308 09/30/04 13,569 09/30/04 13,981 12/31/04 14,597 12/31/04 13,374 12/31/04 13,665 12/31/04 14,093 03/31/05 14,592 03/31/05 13,245 03/31/05 13,564 03/31/05 13,931 06/30/05 15,019 06/30/05 13,518 06/30/05 13,889 06/30/05 14,197 09/30/05 15,000 09/30/05 13,462 09/30/05 13,862 09/30/05 14,184 12/31/05 15,110 12/31/05 13,515 12/31/05 13,940 12/31/05 14,226 03/31/06 15,147 03/31/06 13,487 03/31/06 13,954 03/31/06 14,229 06/30/06 15,152 06/30/06 13,502 06/30/06 13,960 06/30/06 14,243 09/30/06 15,668 09/30/06 13,827 09/30/06 14,373 09/30/06 14,611 12/31/06 15,841 12/31/06 13,912 12/31/06 14,479 12/31/06 14,702 03/31/07 15,970 03/31/07 14,007 03/31/07 14,588 03/31/07 14,839 06/30/07 15,864 06/30/07 13,979 06/30/07 14,513 06/30/07 14,791 09/30/07 16,153 09/30/07 14,245 09/30/07 14,773 09/30/07 15,169 12/31/07 16,374 12/31/07 14,452 12/31/07 14,943 12/31/07 15,459 03/31/08 16,274 03/31/08 14,579 03/31/08 14,956 03/31/08 15,758
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. - -------------------------------------------------------------------------------- Average Annual Total Returns(a) (for periods ended March 31, 2008) 1 YEAR 5 YEARS 10 YEARS The Jamestown Tax Exempt Virginia Fund 4.09% 2.70% 3.84% Lehman 5-Year Municipal Bond Index 6.19% 3.42% 4.65% Lipper Intermediate Municipal Fund Index 2.52% 3.07% 4.11% Lehman Municipal Bond Index 1.90% 3.92% 4.99% - -------------------------------------------------------------------------------- (a) Total return is a measure of the change in value of an investment in the Fund over the periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. * The Lehman 5-Year Municipal Bond Index is an unmanaged index generally representative of 5-year tax-exempt bonds. Because the Fund is typically classified as an intermediate-term fund (with an average duration of between 2 and 10 years), this Index is believed to be the most appropriate broad-based securities market index against which to compare the Fund's performance. 8 THE JAMESTOWN INTERNATIONAL EQUITY FUND PERFORMANCE INFORMATION (UNAUDITED) ================================================================================ COMPARISON OF THE CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE JAMESTOWN INTERNATIONAL EQUITY FUND AND THE MORGAN STANLEY EUROPE, AUSTRALIA AND FAR EAST (EAFE) INDEX [LINE GRAPH OMITTED] MORGAN STANLEY EUROPE, THE AUSTRALIA AND FAR EAST JAMESTOWN INTERNATIONAL (EAFE) INDEX EQUITY FUND ----------- ------------ DATE VALUE DATE VALUE ---- ----- ---- ----- 03/31/98 $ 10,000 03/31/98 $ 10,000 06/30/98 10,106 06/30/98 10,468 09/30/98 8,670 09/30/98 9,025 12/31/98 10,461 12/31/98 10,659 03/31/99 10,607 03/31/99 10,866 06/30/99 10,876 06/30/99 11,345 09/30/99 11,355 09/30/99 12,030 12/31/99 13,284 12/31/99 14,882 03/31/00 13,270 03/31/00 15,143 06/30/00 12,745 06/30/00 13,843 09/30/00 11,718 09/30/00 12,719 12/31/00 11,402 12/31/00 11,844 03/31/01 9,836 03/31/01 10,101 06/30/01 9,732 06/30/01 9,776 09/30/01 8,370 09/30/01 8,010 12/31/01 8,953 12/31/01 8,614 03/31/02 8,999 03/31/02 8,721 06/30/02 8,808 06/30/02 8,333 09/30/02 7,070 09/30/02 6,546 12/31/02 7,526 12/31/02 6,876 03/31/03 6,908 03/31/03 6,177 06/30/03 8,240 06/30/03 7,342 09/30/03 8,909 09/30/03 7,802 12/31/03 10,429 12/31/03 8,924 03/31/04 10,881 03/31/04 9,278 06/30/04 10,905 06/30/04 9,239 09/30/04 10,874 09/30/04 8,992 12/31/04 12,540 12/31/04 10,404 03/31/05 12,520 03/31/05 10,253 06/30/05 12,395 06/30/05 9,936 09/30/05 13,682 09/30/05 11,049 12/31/05 14,240 12/31/05 11,739 03/31/06 15,578 03/31/06 12,770 06/30/06 15,687 06/30/06 12,680 09/30/06 16,304 09/30/06 13,120 12/31/06 17,991 12/31/06 14,177 03/31/07 18,725 03/31/07 14,540 06/30/07 19,924 06/30/07 15,315 09/30/07 20,358 09/30/07 15,275 12/31/07 20,002 12/31/07 14,945 03/31/08 18,220 03/31/08 14,023 PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. - -------------------------------------------------------------------------------- Average Annual Total Returns(a) (for periods ended March 31, 2008) 1 YEAR 5 YEARS 10 YEARS The Jamestown International Equity Fund -3.56% 17.82% 3.44% Morgan Stanley Europe, Australia and Far East (EAFE) Index -2.70% 21.40% 6.18% - -------------------------------------------------------------------------------- (a) Total return is a measure of the change in value of an investment in the Fund over the periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. 9 THE JAMESTOWN BALANCED FUND PORTFOLIO INFORMATION MARCH 31, 2008 (UNAUDITED) ================================================================================ ASSET ALLOCATION (% OF NET ASSETS) % OF - --------------------------------- TEN LARGEST EQUITY HOLDINGS NET ASSETS ------------------------------------------- [PIE CHART OMITTED] General Electric Company 1.5% Cisco Systems, Inc. 1.3% Equities 62.6% Microsoft Corporation 1.3% Fixed Income 31.8% Transocean, Inc. 1.3% Cash Equivalents 5.6% AT&T, Inc. 1.1% Chevron Corporation 1.1% Bristol-Myers Squibb Company 1.1% Schlumberger Ltd. 1.1% Gilead Sciences, Inc. 1.1% CVS Caremark Corporation 1.1% EQUITY SECTOR CONCENTRATION VS. THE S&P 500 INDEX (62.6% OF NET ASSETS) - -------------------------------------------------------------------------------- [BAR CHART OMITTED] (% OF EQUITY PORTFOLIO) THE JAMESTOWN BALANCED S&P 500 FUND INDEX ---- ----- Consumer Discretionary 5.7% 8.7% Consumer Staples 10.5% 11.1% Energy 12.8% 13.2% Financials 10.9% 16.8% Health Care 16.0% 11.7% Industrials 16.6% 12.2% Information Technology 20.3% 15.7% Materials 2.6% 3.6% Telecommunications Services 1.8% 3.4% Utilities 1.4% 3.6% Exchange Traded Funds 1.4% 0.0% % OF FIXED FIXED-INCOME PORTFOLIO (31.8% OF NET ASSETS) SECTOR BREAKDOWN INCOME PORTFOLIO - ------------------------------------------- ----------------------------------- Average Stated Maturity (Years) 3.2 U.S. Treasury 10.7% Average Duration (Years) 2.9 U.S. Government Agency 22.1% Average Coupon 5.61% Mortgage-Backed 18.8% Average Yield to Maturity 3.77% Corporate 48.4% CREDIT QUALITY % OF FIXED INCOME PORTFOLIO ------------------------------------------------------ AA 5.9% A 33.5% BBB 9.0% U.S. Treasury 10.7% U.S. Government Agency 40.9% 10 THE JAMESTOWN EQUITY FUND PORTFOLIO INFORMATION MARCH 31, 2008 (UNAUDITED) ================================================================================ ASSET ALLOCATION (% OF NET ASSETS) % OF - --------------------------------- TEN LARGEST EQUITY HOLDINGS NET ASSETS ------------------------------------------- [PIE CHART OMITTED] General Electric Company 2.3% Cisco Systems, Inc. 2.0% Equities 94.7% Microsoft Corporation 2.0% Cash Equivalents 5.3% Transocean, Inc. 1.9% Chevron Corporation 1.8% Bristol- Meyers Squibb Company 1.7% AT&T, Inc. 1.7% Gilead Sciences, Inc. 1.7% Schlumberger Ltd. 1.6% CVS Caremark Corporation 1.6% SECTOR CONCENTRATION VS. THE S&P 500 INDEX - -------------------------------------------------------------------------------- [BAR CHART OMITTED] (% OF NET ASSETS) THE JAMESTOWN EQUITY S&P 500 FUND INDEX ---- ----- Consumer Discretionary 5.3% 8.7% Consumer Staples 10.1% 11.1% Energy 12.3% 13.2% Financials 10.2% 16.8% Health Care 15.3% 11.7% Industrials 15.7% 12.2% Information Technology 19.1% 15.7% Materials 2.4% 3.6% Telecommunications Services 1.7% 3.4% Utilities 1.3% 3.6% Exchange Traded Funds 1.3% 0.0% Cash Equivalents 5.3% 0.0% 11 THE JAMESTOWN SELECT FUND PORTFOLIO INFORMATION MARCH 31, 2008 (UNAUDITED) ================================================================================ ASSET ALLOCATION (% OF NET ASSETS) % OF - --------------------------------- TEN LARGEST EQUITY HOLDINGS NET ASSETS ------------------------------------------- [PIE CHART OMITTED] Financial Select Sector SPDR Fund 2.6% Thermo Fisher Scientific, Inc. 1.8% Equities 96.7% NIKE, Inc- Class B 1.7% Cash Equivalents 3.3% Genzyne Corporation 1.7% Apache Corporation 1.7% Molson Coors Brewing Company 1.7% Archer-Daniels-Midland Company 1.6% CVS Caremark Corporation 1.6% Emerson Electric Company 1.6% Hewlett-Packard Company 1.6% SECTOR CONCENTRATION VS. THE S&P 500 INDEX - ---------------------------------------------------------------------------- [BAR CHART OMITTED] (% OF NET ASSETS) THE JAMESTOWN SELECT S&P 500 FUND INDEX ---- ----- Consumer Discretionary 9.7% 8.7% Consumer Staples 7.7% 11.1% Energy 11.3% 13.2% Financials 10.3% 16.8% Health Care 13.4% 11.7% Industrials 16.4% 12.2% Information Technology 18.5% 15.7% Materials 4.1% 3.6% Telecommunications Services 1.5% 3.4% Utilities 1.2% 3.6% Exchange Traded Funds 2.6% 0.0% Cash Equivalents 3.3% 0.0% 12 THE JAMESTOWN TAX EXEMPT VIRGINIA FUND PORTFOLIO INFORMATION MARCH 31, 2008 (UNAUDITED) ================================================================================ CHARACTERISTICS MATURITY BREAKDOWN (WEIGHTED AVERAGE) (% OF PORTFOLIO) - ------------------------------------ ------------------------------------- Current Yield 2.93% [BAR CHART OMITTED] Tax-Equivalent Yield 4.51%* Average Maturity (years) 4.3 0-2 Years 22.1% Average Duration (years) 3.7 2-5 Years 31.3% Average Quality AA+ 5-10 Years 45.6% Number of Issues 41 10+ Years 1.0% * Assumes a maximum 35.0% federal tax rate. SECTOR DIVERSIFICATION CREDIT QUALITY (% OF PORTFOLIO) (% OF PORTFOLIO) - ------------------------------------ ------------------------------------- [PIE CHART OMITTED] [PIE CHART OMITTED] AAA 57.2% Revenues 60.5% AA 39.1% General Obligations 39.5% Baa 3.7% 13 THE JAMESTOWN INTERNATIONAL EQUITY FUND PORTFOLIO INFORMATION MARCH 31, 2008 (UNAUDITED) ================================================================================ ASSET ALLOCATION (% OF NET ASSETS) % OF NET - ---------------------- TEN LARGEST HOLDINGS COUNTRY ASSETS -------------------------------------------------------- [PIE CHART OMITTED] SAP AG Germany 3.3% Koninkijke (Royal) KPN NV Netherlands 2.6% Equities 97.6% Suez SA France 2.5% Other 2.4% Repsol YPF SA Spain 2.4% Mitsubishi Estate Company Ltd. Japan 2.4% ENI SpA Italy 2.0% Siemens AG Germany 1.9% Royal Dutch Shell PLC - Class A United Kingdom 1.8% GlaxoSmithKline PLC United Kingdom 1.7% DBS Group Holdings Ltd. Singapore 1.6% GEOGRAPHIC DIVERSIFICATION VS. THE MORGAN STANLEY EAFE INDEX - -------------------------------------------------------------------------------- [BAR CHART OMITTED] (% OF NET ASSETS) The Jamestown Morgan International Stanley Equity EAFE Fund Index ---- ----- Belgium 0.6% 1.3% Denmark 1.2% 1.0% Finland 1.7% 1.8% France 13.9% 10.9% Germany 13.4% 9.2% Greece 1.1% 0.7% Italy 4.9% 3.9% Japan 23.9% 20.0% Netherlands 6.6% 2.9% Norway 1.1% 1.1% Poland 0.4% 0.0% Portugal 0.6% 0.3% Singapore 1.7% 1.2% South Korea 0.9% 0.0% Spain 3.6% 4.5% Sweden 2.0% 2.5% Switzerland 5.5% 7.2% United Kingdom 14.5% 21.6% Other 2.4% 10.0% 14 THE JAMESTOWN BALANCED FUND SCHEDULE OF INVESTMENTS MARCH 31, 2008 ================================================================================ SHARES COMMON STOCKS -- 61.7% VALUE - -------------------------------------------------------------------------------- CONSUMER DISCRETIONARY -- 3.6% 8,000 Johnson Controls, Inc. ............................ $ 270,400 5,400 McDonald's Corporation ............................ 301,158 11,900 Staples, Inc. ..................................... 263,109 1,000 Target Corporation ................................ 50,680 8,500 Walt Disney Company (The) ......................... 266,730 ------------ 1,152,077 ------------ CONSUMER STAPLES -- 6.6% 7,300 Archer-Daniels-Midland Company .................... 300,468 4,000 Coca-Cola Company (The) ........................... 243,480 8,500 CVS Caremark Corporation .......................... 344,335 10,800 Kroger Company (The) .............................. 274,320 5,700 Molson Coors Brewing Company - Class B ............ 299,649 4,500 PepsiCo, Inc. ..................................... 324,900 4,800 Procter & Gamble Company (The) .................... 336,336 ------------ 2,123,488 ------------ ENERGY -- 8.0% 2,300 Apache Corporation ................................ 277,886 4,300 Chevron Corporation ............................... 367,048 3,400 Exxon Mobil Corporation ........................... 287,572 4,500 National Oilwell Varco, Inc. (a) .................. 262,710 6,500 Noble Corporation ................................. 322,855 4,200 Occidental Petroleum Corporation .................. 307,314 4,000 Schlumberger Ltd. ................................. 348,000 3,000 Transocean, Inc. (a) .............................. 405,600 ------------ 2,578,985 ------------ FINANCIALS -- 6.8% 3,600 Assurant, Inc. .................................... 219,096 6,000 Bank of America Corporation ....................... 227,460 5,800 Chubb Corporation (The) ........................... 286,984 5,000 MetLife, Inc. ..................................... 301,300 3,400 Prudential Financial, Inc. ........................ 266,050 3,580 State Street Corporation .......................... 282,820 6,100 Travelers Companies, Inc. (The) ................... 291,885 13,100 Unum Group ........................................ 288,331 ------------ 2,163,926 ------------ HEALTH CARE -- 10.0% 4,100 Aetna, Inc. ....................................... 172,569 16,800 Bristol-Myers Squibb Company ...................... 357,840 4,700 Express Scripts, Inc. (a) ......................... 302,304 4,400 Genzyme Corporation (a) ........................... 327,976 6,700 Gilead Sciences, Inc. (a) ......................... 345,251 4,700 Johnson & Johnson ................................. 304,889 5,550 McKesson Corporation .............................. 290,654 15 THE JAMESTOWN BALANCED FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ SHARES COMMON STOCKS -- 61.7% (CONTINUED) VALUE - -------------------------------------------------------------------------------- HEALTH CARE -- 10.0% (CONTINUED) 7,000 Teva Pharmaceutical Industries Ltd. - ADR ......... $ 323,330 5,900 Thermo Fisher Scientific, Inc. (a) ................ 335,356 4,100 WellPoint, Inc. (a) ............................... 180,933 3,500 Zimmer Holdings, Inc. (a) ......................... 272,510 ------------ 3,213,612 ------------ INDUSTRIALS -- 10.4% 6,850 Dover Corporation ................................. 286,193 3,400 General Dynamics Corporation ...................... 283,458 13,300 General Electric Company .......................... 492,233 5,350 ITT Corporation ................................... 277,184 2,800 Lockheed Martin Corporation ....................... 278,040 5,700 Norfolk Southern Corporation ...................... 309,624 3,700 Northrop Grumman Corporation ...................... 287,897 3,100 Parker-Hannifin Corporation ....................... 214,737 4,200 Terex Corporation (a) ............................. 262,500 5,800 Textron, Inc. ..................................... 321,436 4,600 United Technologies Corporation ................... 316,572 ------------ 3,329,874 ------------ INFORMATION TECHNOLOGY -- 12.7% 7,900 Accenture Ltd. - Class A .......................... 277,843 17,500 Cisco Systems, Inc. (a) ........................... 421,575 13,000 Corning, Inc. ..................................... 312,520 550 Google, Inc. - Class A (a) ........................ 242,258 6,000 Harris Corporation ................................ 291,180 6,500 Hewlett-Packard Company ........................... 296,790 10,700 Intel Corporation ................................. 226,626 2,900 International Business Machines Corporation ....... 333,906 3,600 MEMC Electronic Materials, Inc. (a) ............... 255,240 14,500 Microsoft Corporation ............................. 411,510 9,000 NVIDIA Corporation (a) ............................ 178,110 15,500 Oracle Corporation (a) ............................ 303,180 7,200 QUALCOMM, Inc. .................................... 295,200 8,350 Western Digital Corporation (a) ................... 225,784 ------------ 4,071,722 ------------ MATERIALS -- 1.6% 2,625 CF Industries Holdings, Inc. ...................... 272,002 2,800 Praxair, Inc. ..................................... 235,844 ------------ 507,846 ------------ TELECOMMUNICATIONS SERVICES -- 1.1% 9,600 AT&T, Inc. ........................................ 367,680 ------------ UTILITIES -- 0.9% 7,150 Public Service Enterprise Group, Inc. ............. 287,359 ------------ TOTAL COMMON STOCKS (Cost $15,045,321) ............ $ 19,796,569 ------------ 16 THE JAMESTOWN BALANCED FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ SHARES EXCHANGE TRADED FUNDS -- 0.9% VALUE - -------------------------------------------------------------------------------- 11,200 Financial Select Sector SPDR Fund (Cost $288,736) . $ 277,984 ------------ ================================================================================ PAR VALUE U.S. TREASURY OBLIGATIONS -- 3.4% VALUE - -------------------------------------------------------------------------------- U.S. TREASURY NOTES -- 3.4% $ 250,000 4.00%, due 02/15/2014 ............................. $ 269,590 750,000 4.25%, due 11/15/2014 ............................. 820,078 ------------ TOTAL U.S. TREASURY OBLIGATIONS (Cost $995,998) ... $ 1,089,668 ------------ ================================================================================ PAR VALUE U.S. GOVERNMENT AGENCY OBLIGATIONS -- 7.0% VALUE - -------------------------------------------------------------------------------- FEDERAL HOME LOAN MORTGAGE CORPORATION -- 5.5% $1,000,000 6.625%, due 09/15/2009 ............................ $ 1,062,129 150,000 5.125%, due 07/15/2012 ............................ 162,248 500,000 5.25%, due 04/18/2016 ............................. 543,190 ------------ 1,767,567 ------------ FEDERAL NATIONAL MORTGAGE ASSOCIATION -- 1.5% 250,000 7.25%, due 01/15/2010 ............................. 271,657 200,000 5.50%, due 03/15/2011 ............................. 215,203 ------------ 486,860 ------------ TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS (Cost $2,094,015) ................................. $ 2,254,427 ------------ ================================================================================ PAR VALUE MORTGAGE-BACKED SECURITIES -- 6.0% VALUE - -------------------------------------------------------------------------------- FEDERAL HOME LOAN MORTGAGE CORPORATION -- 1.3% $ 25,622 Pool #E90624, 6.00%, due 08/01/2017 ............... $ 26,374 393,828 Pool #A43942, 5.50%, due 03/01/2036 ............... 398,164 ------------ 424,538 ------------ FEDERAL NATIONAL MORTGAGE ASSOCIATION -- 4.5% 205,407 Pool #618465, 5.00%, due 12/01/2016 ............... 207,551 278,363 Pool #684231, 5.00%, due 01/01/2018 ............... 281,268 258,577 Pool #255455, 5.00%, due 10/01/2024 ............... 259,250 419,737 Pool #255702, 5.00%, due 05/01/2025 ............... 420,543 274,796 Pool #808413, 5.50%, due 01/01/2035 ............... 277,663 ------------ 1,446,275 ------------ GOVERNMENT NATIONAL MORTAGE ASSOCIATION -- 0.2% 38,780 Pool #781344, 6.50%, due 10/01/2031 ............... 40,355 ------------ TOTAL MORTGAGE-BACKED SECURITIES (Cost $1,888,661) $ 1,911,168 ------------ 17 THE JAMESTOWN BALANCED FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ PAR VALUE CORPORATE BONDS -- 15.4% VALUE - -------------------------------------------------------------------------------- Alcoa, Inc., $ 250,000 6.50%, due 06/01/2011 ........................... $ 262,602 American Express Company, 150,000 4.875%, due 07/15/2013 .......................... 147,294 AT&T, Inc., 250,000 4.95%, due 01/15/2013 ........................... 250,847 BB&T Corporation, 325,000 6.50%, due 08/01/2011 ........................... 343,651 Burlington Resources, Inc., 350,000 6.68%, due 02/15/2011 ........................... 378,890 Deutsche Telekom AG, 300,000 8.00%, due 06/15/2010 ........................... 320,911 Dover Corporation, 345,000 6.50%, due 02/15/2011 ........................... 370,925 Duke Realty L.P., Medium Term Notes, 390,000 6.75%, due 05/30/2008 ........................... 391,662 FPL Group Capital, Inc., 300,000 7.375%, due 06/01/2009 .......................... 313,283 Goldman Sachs Group, Inc., 350,000 6.65%, due 05/15/2009 ........................... 359,216 GTE Northwest, Inc., 300,000 6.30%, due 06/01/2010 ........................... 313,648 International Business Machines Corporation, 175,000 4.375%, due 06/01/2009 .......................... 178,674 JPMorgan Chase & Company, 300,000 6.75%, due 02/01/2011 ........................... 318,542 May Department Stores Company, 260,000 5.95%, due 11/01/2008 ........................... 260,630 Morgan Stanley, 250,000 5.30%, due 03/01/2013 ........................... 249,160 PepsiCo, Inc., 200,000 4.65%, due 02/15/2013 ........................... 207,005 United Technologies Corporation, 250,000 6.10%, due 05/15/2012 ........................... 269,240 ------------ TOTAL CORPORATE BONDS (Cost $4,762,483) ........... $ 4,936,180 ------------ ================================================================================ SHARES MONEY MARKET FUNDS -- 5.6% VALUE - -------------------------------------------------------------------------------- 1,800,853 Fidelity Institutional Money Market Portfolio (Cost $1,800,853) ................................. $ 1,800,853 ------------ TOTAL INVESTMENTS AT VALUE -- 100.0% (Cost $26,876,067) ................................ $ 32,066,849 LIABILITIES IN EXCESS OF OTHER ASSETS -- (0.0%) ... (9,166) ------------ NET ASSETS -- 100.0% .............................. $ 32,057,683 ============ (a) Non-income producing security. ADR - American Depositary Receipt. See accompanying notes to financial statements. 18 THE JAMESTOWN EQUITY FUND SCHEDULE OF INVESTMENTS MARCH 31, 2008 ================================================================================ SHARES COMMON STOCKS -- 93.4% VALUE - -------------------------------------------------------------------------------- CONSUMER DISCRETIONARY -- 5.3% 12,300 Johnson Controls, Inc. ............................ $ 415,740 8,300 McDonald's Corporation ............................ 462,891 17,200 Staples, Inc. ..................................... 380,292 700 Target Corporation ................................ 35,476 13,200 Walt Disney Company (The) ......................... 414,216 ------------ 1,708,615 ------------ CONSUMER STAPLES -- 10.1% 11,400 Archer-Daniels-Midland Company .................... 469,224 6,200 Coca-Cola Company (The) ........................... 377,394 12,900 CVS Caremark Corporation .......................... 522,579 16,200 Kroger Company (The) .............................. 411,480 9,000 Molson Coors Brewing Company - Class B ............ 473,130 7,000 PepsiCo, Inc. ..................................... 505,400 7,300 Procter & Gamble Company (The) .................... 511,511 ------------ 3,270,718 ------------ ENERGY -- 12.3% 3,600 Apache Corporation ................................ 434,952 6,700 Chevron Corporation ............................... 571,912 5,300 Exxon Mobil Corporation ........................... 448,274 7,000 National Oilwell Varco, Inc. (a) .................. 408,660 10,000 Noble Corporation ................................. 496,700 6,150 Occidental Petroleum Corporation .................. 449,996 6,100 Schlumberger Ltd. ................................. 530,700 4,600 Transocean, Inc. (a) .............................. 621,920 ------------ 3,963,114 ------------ FINANCIALS -- 10.2% 5,200 Assurant, Inc. .................................... 316,472 13,500 Berkley (W.R.) Corporation ........................ 373,815 8,700 Chubb Corporation (The) ........................... 430,476 7,500 MetLife, Inc. ..................................... 451,950 5,200 Prudential Financial, Inc. ........................ 406,900 5,430 State Street Corporation .......................... 428,970 9,300 Travelers Companies, Inc. (The) ................... 445,005 20,200 Unum Group ........................................ 444,602 ------------ 3,298,190 ------------ HEALTH CARE -- 15.3% 6,500 Aetna, Inc. ....................................... 273,585 25,800 Bristol-Myers Squibb Company ...................... 549,540 7,200 Express Scripts, Inc. (a) ......................... 463,104 6,650 Genzyme Corporation (a) ........................... 495,691 10,500 Gilead Sciences, Inc. (a) ......................... 541,065 7,100 Johnson & Johnson ................................. 460,577 8,450 McKesson Corporation .............................. 442,527 10,700 Teva Pharmaceutical Industries Ltd. - ADR ......... 494,233 19 THE JAMESTOWN EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ SHARES COMMON STOCKS -- 93.4% (CONTINUED) VALUE - -------------------------------------------------------------------------------- HEALTH CARE -- 15.3% (CONTINUED) 9,000 Thermo Fisher Scientific, Inc. (a) ................ $ 511,560 6,300 WellPoint, Inc. (a) ............................... 278,019 5,500 Zimmer Holdings, Inc. (a) ......................... 428,230 ------------ 4,938,131 ------------ INDUSTRIALS -- 15.7% 10,500 Dover Corporation ................................. 438,690 5,150 General Dynamics Corporation ...................... 429,355 20,000 General Electric Company .......................... 740,200 8,200 ITT Corporation ................................... 424,842 4,300 Lockheed Martin Corporation ....................... 426,990 8,900 Norfolk Southern Corporation ...................... 483,448 5,650 Northrop Grumman Corporation ...................... 439,626 4,700 Parker-Hannifin Corporation ....................... 325,569 6,500 Terex Corporation (a) ............................. 406,250 8,700 Textron, Inc. ..................................... 482,154 6,800 United Technologies Corporation ................... 467,976 ------------ 5,065,100 ------------ INFORMATION TECHNOLOGY -- 19.1% 12,000 Accenture Ltd. - Class A .......................... 422,040 26,200 Cisco Systems, Inc. (a) ........................... 631,158 19,800 Corning, Inc. ..................................... 475,992 800 Google, Inc. - Class A (a) ........................ 352,376 9,100 Harris Corporation ................................ 441,623 9,700 Hewlett-Packard Company ........................... 442,902 16,200 Intel Corporation ................................. 343,116 4,400 International Business Machines Corporation ....... 506,616 5,700 MEMC Electronic Materials, Inc. (a) ............... 404,130 22,200 Microsoft Corporation ............................. 630,036 14,500 NVIDIA Corporation (a) ............................ 286,955 23,500 Oracle Corporation (a) ............................ 459,660 10,700 QUALCOMM, Inc. .................................... 438,700 12,800 Western Digital Corporation (a) ................... 346,112 ------------ 6,181,416 ------------ MATERIALS -- 2.4% 3,900 CF Industries Holdings, Inc. ...................... 404,118 4,300 Praxair, Inc. ..................................... 362,189 ------------ 766,307 ------------ TELECOMMUNICATIONS SERVICES -- 1.7% 14,300 AT&T, Inc. ........................................ 547,690 ------------ UTILITIES -- 1.3% 10,900 Public Service Enterprise Group, Inc. ............. 438,071 ------------ TOTAL COMMON STOCKS (Cost $23,559,997) ............ $ 30,177,352 ------------ 20 THE JAMESTOWN EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ SHARES EXCHANGE TRADED FUNDS -- 1.3% VALUE - -------------------------------------------------------------------------------- 17,100 Financial Select Sector SPDR Fund (Cost $440,838) . $ 424,422 ------------ ================================================================================ SHARES MONEY MARKET FUNDS -- 5.6% VALUE - -------------------------------------------------------------------------------- 1,796,073 Fidelity Institutional Money Market Portfolio (Cost $1,796,073) ................................. $ 1,796,073 ------------ TOTAL INVESTMENTS AT VALUE -- 100.3% (Cost $25,796,908) ................................ $ 32,397,847 LIABILITIES IN EXCESS OF OTHER ASSETS -- (0.3%) ... (81,322) ------------ NET ASSETS -- 100.0% .............................. $ 32,316,525 ============ (a) Non-income producing security. ADR - American Depositary Receipt. See accompanying notes to financial statements. 21 THE JAMESTOWN SELECT FUND SCHEDULE OF INVESTMENTS MARCH 31, 2008 ================================================================================ SHARES COMMON STOCKS -- 94.1% VALUE - -------------------------------------------------------------------------------- CONSUMER DISCRETIONARY -- 9.7% 11,990 Goodyear Tire & Rubber Company (a) ................ $ 309,342 11,260 Hasbro, Inc. ...................................... 314,154 5,540 McDonald's Corporation ............................ 308,966 5,990 NIKE, Inc. - Class B .............................. 407,320 6,100 Snap-on, Inc. ..................................... 310,185 11,000 TJX Companies, Inc. (The) ......................... 363,770 8,960 Walt Disney Company (The) ......................... 281,165 ------------ 2,294,902 ------------ CONSUMER STAPLES -- 7.7% 9,230 Archer-Daniels-Midland Company .................... 379,907 9,370 CVS Caremark Corporation .......................... 379,579 13,350 Kroger Company (The) .............................. 339,090 7,420 Molson Coors Brewing Company - Class B ............ 390,069 4,500 Procter & Gamble Company (The) .................... 315,315 ------------ 1,803,960 ------------ ENERGY -- 11.3% 3,250 Apache Corporation ................................ 392,665 4,070 ConocoPhillips .................................... 310,175 3,700 Exxon Mobil Corporation ........................... 312,946 4,000 Murphy Oil Corporation ............................ 328,560 5,270 National Oilwell Varco, Inc. (a) .................. 307,663 6,530 Noble Corporation ................................. 324,345 4,650 Occidental Petroleum Corporation .................. 340,240 2,550 Transocean, Inc. (a) .............................. 344,760 ------------ 2,661,354 ------------ FINANCIALS -- 10.3% 5,100 Assurant, Inc. .................................... 310,386 11,990 Berkley (W.R.) Corporation ........................ 332,003 5,540 Chubb Corporation (The) ........................... 274,119 15,420 Host Hotels & Resorts, Inc. ....................... 245,487 5,535 MetLife, Inc. ..................................... 333,539 3,850 State Street Corporation .......................... 304,150 5,250 Torchmark Corporation ............................. 315,578 14,420 Unum Group ........................................ 317,384 ------------ 2,432,646 ------------ HEALTH CARE -- 13.4% 5,925 Aetna, Inc. ....................................... 249,383 12,170 Bristol-Myers Squibb Company ...................... 259,221 7,600 CIGNA Corporation ................................. 308,332 5,360 Express Scripts, Inc. (a) ......................... 344,755 8,000 Forest Laboratories, Inc. (a) ..................... 320,080 5,270 Genzyme Corporation (a) ........................... 392,826 4,350 Johnson & Johnson ................................. 282,185 6,160 McKesson Corporation .............................. 322,599 6,430 Merck & Co., Inc. ................................. 244,019 7,425 Thermo Fisher Scientific, Inc. (a) ................ 422,037 ------------ 3,145,437 ------------ 22 THE JAMESTOWN SELECT FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ SHARES COMMON STOCKS -- 94.1% (CONTINUED) VALUE - -------------------------------------------------------------------------------- INDUSTRIALS -- 16.4% 24,900 Allied Waste Industries, Inc. (a) ................. $ 269,169 4,020 Deere & Company ................................... 323,369 7,240 Emerson Electric Company .......................... 372,570 4,110 General Dynamics Corporation ...................... 342,651 5,450 Goodrich Corporation .............................. 313,429 3,390 Lockheed Martin Corporation ....................... 336,627 6,100 Manitowoc Company, Inc. (The) ..................... 248,880 4,200 Northrop Grumman Corporation ...................... 326,802 5,362 Parker Hannifin Corporation ....................... 371,426 3,040 Precision Castparts Corporation ................... 310,323 4,800 Terex Corporation (a) ............................. 300,000 6,070 Textron, Inc. ..................................... 336,399 ------------ 3,851,645 ------------ INFORMATION TECHNOLOGY -- 18.5% 9,210 Accenture Ltd. - Class A .......................... 323,916 7,780 Avnet, Inc. (a) ................................... 254,640 10,395 BMC Software, Inc. (a) ............................ 338,045 13,500 Corning, Inc. ..................................... 324,540 6,610 Harris Corporation ................................ 320,783 8,140 Hewlett-Packard Company ........................... 371,672 3,040 International Business Machines Corporation ....... 350,026 4,060 MEMC Electronic Materials, Inc. (a) ............... 287,854 9,570 Microsoft Corporation ............................. 271,597 10,940 NVIDIA Corporation (a) ............................ 216,503 18,215 Oracle Corporation (a) ............................ 356,285 18,860 Symantec Corporation (a) .......................... 313,453 13,160 Western Digital Corporation (a) ................... 355,846 18,170 Xerox Corporation ................................. 272,005 ------------ 4,357,165 ------------ MATERIALS -- 4.1% 3,570 CF Industries Holdings, Inc. ...................... 369,923 4,910 Eastman Chemical Company .......................... 306,629 15,540 Hercules, Inc. .................................... 284,227 ------------ 960,779 ------------ TELECOMMUNICATIONS SERVICES -- 1.5% 9,045 AT&T, Inc. ........................................ 346,423 ------------ UTILITIES -- 1.2% 12,100 MDU Resources Group, Inc. ......................... 297,055 ------------ TOTAL COMMON STOCKS (Cost $21,801,869) ............ $ 22,151,366 ------------ 23 THE JAMESTOWN SELECT FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ SHARES EXCHANGE TRADED FUNDS -- 2.6% VALUE - -------------------------------------------------------------------------------- 24,150 Financial Select Sector SPDR Fund (Cost $639,532) . $ 599,403 ------------ ================================================================================ SHARES MONEY MARKET FUNDS -- 4.6% VALUE - -------------------------------------------------------------------------------- 1,089,816 Fidelity Institutional Money Market Portfolio (Cost $1,089,816) ................................. $ 1,089,816 ------------ TOTAL INVESTMENTS AT VALUE -- 101.3% (Cost $23,531,217) ................................ $ 23,840,585 LIABILITIES IN EXCESS OF OTHER ASSETS -- (1.3%) ... (306,018) ------------ NET ASSETS -- 100.0% .............................. $ 23,534,567 ============ (a) Non-income producing security. See accompanying notes to financial statements. 24
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND SCHEDULE OF INVESTMENTS MARCH 31, 2008 ============================================================================================================== VIRGINIA REVENUE AND GENERAL PAR VALUE OBLIGATION (GO) BONDS -- 97.5% VALUE - -------------------------------------------------------------------------------------------------------------- Alexandria, Virginia, GO, $1,000,000 5.00%, due 06/15/2011, prerefunded 06/15/2010 @ 101 ........................... $ 1,067,100 Arlington Co., Virginia, GO, 500,000 4.10%, due 11/01/2018 ......................................................... 509,440 Capital Region Airport, Revenue, 520,000 4.50%, due 07/01/2016 ......................................................... 548,938 Chesterfield Co., Virginia, GO, 700,000 5.00%, due 01/01/2020 ......................................................... 749,609 Fairfax Co., Virginia, Economic Dev. Authority, Revenue, 1,000,000 5.00%, due 06/01/2018 ......................................................... 1,057,240 Fairfax Co., Virginia, GO, 700,000 5.00%, due 10/01/2011 ......................................................... 756,588 Fauquier Co., Virginia, GO, 500,000 5.00%, due 07/01/2017 ......................................................... 547,870 Hampton, Virginia, GO, 1,000,000 5.50%, due 02/01/2012, prerefunded 02/01/2010 @ 102 ........................... 1,076,840 500,000 5.00%, due 04/01/2020 ......................................................... 524,350 Hanover Co., Virginia, GO, 1,000,000 5.125%, due 07/15/2013, prerefunded 07/15/2009 @ 101 .......................... 1,052,710 Hanover Co., Virginia, Industrial Dev. Authority, Revenue, 1,000,000 6.50%, due 08/15/2009 ......................................................... 1,053,450 Henrico Co., Virginia, Economic Dev. Authority, Revenue, 1,000,000 5.50%, due 11/01/2008 ......................................................... 1,020,470 James City, Virginia, School District, GO, 500,000 5.00%, due 12/15/2018 ......................................................... 537,750 James City, Virginia, Service Authority, Water and Sewer, Revenue, 1,000,000 5.125%, due 01/15/2017 ........................................................ 1,082,690 Leesburg, Virginia, GO, 500,000 5.00%, due 09/15/2016 ......................................................... 553,395 Loudoun Co., Virginia, GO, 500,000 5.00%, due 07/01/2012 ......................................................... 543,975 Loudoun Co., Virginia, Industrial Dev. Authority, Public Facility Lease, Revenue, 1,000,000 5.00%, due 03/01/2019 ......................................................... 1,046,020 Lynchburg, Virginia, GO, 500,000 5.00%, due 06/01/2015 ......................................................... 552,390 Medical College of Virginia, Hospitals Authority, Revenue, 700,000 5.00%, due 07/01/2013 ......................................................... 717,360 New Kent Co., Virginia, Economic Dev. Authority, Revenue, 500,000 5.00%, due 02/01/2019 ......................................................... 534,490 Norfolk, Virginia, GO, 500,000 4.50%, due 06/01/2015 ......................................................... 529,975 Norfolk, Virginia, Water, Revenue, 1,000,000 5.00%, due 11/01/2016 ......................................................... 1,053,760 Portsmouth, Virginia, GO, 290,000 5.00%, due 08/01/2017 ......................................................... 293,393 Richmond, Virginia, Industrial Dev. Authority, Educational Facilities, Revenue, 700,000 3.80%, floating rate, due 05/01/2035 .......................................... 700,000
25
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND SCHEDULE OF INVESTMENTS (CONTINUED) ============================================================================================================== VIRGINIA REVENUE AND GENERAL PAR VALUE OBLIGATION (GO) BONDS -- 97.5% (CONTINUED) VALUE - -------------------------------------------------------------------------------------------------------------- Richmond, Virginia, Industrial Dev. Authority, Government Facilities, Revenue, $ 510,000 4.75%, due 07/15/2010 ......................................................... $ 531,349 Richmond, Virginia, Metropolitan Authority, Revenue, 1,000,000 5.25%, due 07/15/2014 ......................................................... 1,080,260 Southeastern Public Service Authority, Virginia, Revenue, 1,000,000 5.00%, due 07/01/2015 ......................................................... 1,044,220 Spotsylvania Co., Virginia, GO, 500,000 5.00%, due 01/15/2016 ......................................................... 537,555 University of Virginia, Revenue, 1,000,000 5.25%, due 06/01/2012 ......................................................... 1,038,770 585,000 5.00%, due 06/01/2013 ......................................................... 641,265 Upper Occoquan, Virginia, Sewer Authority, Revenue, 250,000 5.15%, due 07/01/2020 ......................................................... 271,172 Virginia Beach, Virginia, GO, 800,000 5.25%, due 08/01/2010 ......................................................... 815,152 Virginia College Building Authority, Educational Facilities, Revenue, 500,000 5.00%, due 02/01/2017 ......................................................... 539,705 500,000 5.00%, due 04/01/2017 ......................................................... 531,610 Virginia Commonwealth Transportation Board, Federal Highway Reimbursement Anticipation Note, Revenue, 500,000 5.00%, due 09/28/2015 ......................................................... 552,345 Virginia Polytechnic Institute & State University, Revenue,.. 500,000 5.00%, due 06/01/2016 ......................................................... 544,855 Virginia State, GO, 500,000 5.00%, due 06/01/2012 ......................................................... 543,330 Virginia State Public School Authority, Revenue, 995,000 5.25%, due 08/01/2009 ......................................................... 1,035,208 Virginia State Resource Authority, Infrastructure Revenue, 400,000 5.50%, due 05/01/2017, prerefunded 05/01/2010 @101 ............................ 429,696 100,000 5.50%, due 05/01/2017 ......................................................... 106,117 ------------ TOTAL VIRGINIA REVENUE AND GENERAL OBLIGATION (GO) BONDS (Cost $27,816,496)...... $ 28,352,412 ------------
================================================================================ SHARES MONEY MARKET FUNDS -- 1.4% VALUE - -------------------------------------------------------------------------------- 414,053 Fidelity Institutional Tax-Exempt Portfolio (Cost $414,053) ................................... $ 414,053 ------------ TOTAL INVESTMENTS AT VALUE -- 98.9% (Cost $28,230,549) ................................ $ 28,766,465 OTHER ASSETS IN EXCESS OF LIABILITIES -- 1.1% ..... 326,912 ------------ NET ASSETS -- 100.0% .............................. $ 29,093,377 ============ See accompanying notes to financial statements. 26 THE JAMESTOWN INTERNATIONAL EQUITY FUND SCHEDULE OF INVESTMENTS MARCH 31, 2008 ================================================================================ SHARES COMMON STOCKS -- 97.6% VALUE - -------------------------------------------------------------------------------- BELGIUM -- 0.6% 3,233 UCB SA (b) ........................................ $ 112,715 ------------ DENMARK -- 1.2% 3,174 Novo Nordisk A/S - Class B (b) .................... 219,215 ------------ FINLAND -- 1.7% 6,559 Nokia Oyj (b) ..................................... 207,833 2,821 Nokia Oyj - ADR ................................... 89,792 ------------ 297,625 ------------ FRANCE -- 13.9% 819 Air Liquide SA (b) ................................ 124,894 11,972 Alcatel SA (b) .................................... 68,763 2,171 Cap Gemini SA (b) ................................. 124,071 3,037 Carrefour SA (b) .................................. 235,202 1,014 Casino Guichard-Perrachon SA (b) .................. 121,995 2,064 Compagnie de Saint-Gobain (b) ..................... 169,307 3,062 France Telecom SA (b) ............................. 103,248 1,445 Groupe DANONE (b) ................................. 129,682 1,159 PPR SA (b) ........................................ 172,481 1,542 Sanofi-Aventis (b) ................................ 116,080 991 Schneider Electric SA (b) ......................... 128,490 6,629 Suez SA (b) ....................................... 436,111 3,411 Total SA (b) ...................................... 253,630 1,574 Veolia Environnement (b) .......................... 110,243 3,814 Vivendi Universal SA (b) .......................... 149,738 ------------ 2,443,935 ------------ GERMANY -- 13.4% 1,269 Allianz AG (b) .................................... 252,452 2,729 Arcandor AG (a) (b) ............................... 54,949 2,980 Bayer AG (b) ...................................... 239,754 2,006 Deustche Bank AG (b) .............................. 228,499 2,192 Deustche Postbank AG (b) .......................... 210,772 3,802 Infineon Technologies AG (a) (b) .................. 26,844 690 Merck KGaA (b) .................................... 85,983 1,882 Metro AG (b) ...................................... 152,223 1,008 Muencher Rueckversicherungs-Gesellschaft AG (b) ... 198,443 11,618 SAP AG (b) ........................................ 577,885 3,007 Siemens AG (b) .................................... 329,887 ------------ 2,357,691 ------------ GREECE -- 1.1% 6,876 Hellenic Telecommunications Organization SA (b) ... 195,667 ------------ ITALY -- 4.9% 4,826 Assicurazioni Generali SpA (b) .................... 218,010 17,126 Enel SpA (b) ...................................... 182,540 10,248 ENI SpA (b) ....................................... 350,119 15,668 UniCredito Italiano SpA (b) ....................... 105,365 ------------ 856,034 ------------ 27 THE JAMESTOWN INTERNATIONAL EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ SHARES COMMON STOCKS -- 97.6% (CONTINUED) VALUE - -------------------------------------------------------------------------------- JAPAN -- 23.9% 24,000 Bank of Yokohama Ltd. (b) ......................... $ 164,466 6,200 Bridgestone Corporation (b) ....................... 107,134 2,950 Canon, Inc. (b) ................................... 137,799 13,000 Daiwa Securities Group, Inc. (b) .................. 113,698 31 East Japan Railway Company (b) .................... 258,872 1,200 FANUC LTD. (b) .................................... 115,288 2,300 FAST RETAILING COMPANY Ltd. (b) ................... 205,285 5,600 JSR Corporation (b) ............................... 127,675 1,150 KEYENCE CORPORATION (b) ........................... 267,979 6,000 MARUI COMPANY LTD. (b) ............................ 64,360 11,000 Matsushita Electric Industrial Company Ltd. (b) ... 239,455 5,900 Millea Holdings, Inc. (b) ......................... 219,852 17,000 Mitsubishi Estate Company Ltd. (b) ................ 417,257 29,000 Mitsubishi UFJ Financial Group, Inc. (b) .......... 254,056 13,700 Nomura Holdings, Inc. (b) ......................... 206,549 51 NTT Data Corporation (b) .......................... 224,873 77 NTT DoCoMo, Inc. (b) .............................. 117,574 9,700 PIONEER Corporation (b) ........................... 97,547 5,800 Seven & I Holdings Company Ltd. (b) ............... 147,415 12,000 Sharp Corporation (b) ............................. 206,267 4,600 SUMCO Corporation (b) ............................. 101,594 32 Sumitomo Mitsui Financial Group, Inc. (b) ......... 212,880 2,250 T&D Holdings, Inc. (b) ............................ 119,498 1,500 TDK CORPORATION (b) ............................... 89,434 ------------ 4,216,807 ------------ NETHERLANDS -- 6.6% 5,160 Aegon NV (b) ...................................... 75,999 2,367 Akzo Nobel NV (b) ................................. 190,617 4,626 Fortis (b) ........................................ 116,570 3,365 ING Groep NV (b) .................................. 126,265 26,613 Koninklijke (Royal) KPN NV (b) .................... 450,924 5,175 Koninklijke (Royal) Philips Electronics NV (b) .... 198,827 ------------ 1,159,202 ------------ NORWAY -- 1.1% 6,450 Statoil ASA (b) ................................... 193,910 ------------ POLAND -- 0.4% 3,297 Powszechna Kasa Oszczednosci Bank Polski SA (a) (b) 67,175 ------------ PORTUGAL -- 0.6% 18,998 EDP - Energias de Portugal SA (b) ................. 115,758 ------------ SINGAPORE -- 1.7% 21,000 DBS Group Holdings Ltd. (b) ....................... 276,194 65,000 Synear Food Holdings Ltd. (b) ..................... 26,998 ------------ 303,192 ------------ SOUTH KOREA -- 0.9% 1,980 Hyundai Motor Company (b) ......................... 158,121 ------------ 28 THE JAMESTOWN INTERNATIONAL EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ SHARES COMMON STOCKS -- 97.6% (CONTINUED) VALUE - -------------------------------------------------------------------------------- SPAIN -- 3.6% 12,229 Repsol YPF SA (b) ................................. $ 422,853 7,692 Telefonica SA (b) ................................. 221,820 ------------ 644,673 ------------ SWEDEN -- 2.0% 16,692 Nordea Bank AB (b) ................................ 271,289 41,999 Telefonaktiebolaget LM Ericsson - B Shares (b) .... 82,559 ------------ 353,848 ------------ SWITZERLAND -- 5.5% 3,141 Credit Suisse Group (b) ........................... 160,588 397 Nestle SA (b) ..................................... 199,250 4,644 Novartis AG (b) ................................... 239,278 1,135 Roche Holdings AG (b) ............................. 214,789 727 Swiss Re (b) ...................................... 63,809 317 Zurich Financial Services AG (b) .................. 100,330 ------------ 978,044 ------------ UNITED KINGDOM -- 14.5% 2,107 Anglo American PLC (b) ............................ 126,437 9,903 BAE Systems PLC (b) ............................... 95,681 3,619 Berkeley Group (The) PLC (a) (b) .................. 80,349 15,646 Cadbury Schweppes PLC (b) ......................... 172,708 1,552 Carnival PLC (b) .................................. 61,965 14,201 GlaxoSmithKline PLC (b) ........................... 300,817 24,654 J Sainsbury PLC (b) ............................... 168,293 28,098 Kingfisher PLC (b) ................................ 73,928 3,529 Land Securities Group PLC (b) ..................... 105,736 16,591 Lloyds TSB Group PLC (b) .......................... 148,446 26,436 Premier Foods PLC (b) ............................. 59,168 15,110 Prudential PLC (b) ................................ 199,791 16,457 Rolls-Royce Group PLC (b) ......................... 132,009 1,557,069 Rolls-Royce Group PLC - Class B ................... 3,095 8,998 Royal Dutch Shell PLC - Class A (b) ............... 311,476 4,852 Royal Dutch Shell PLC - Class B (b) ............... 163,780 4,642 Smiths Group PLC (b) .............................. 86,840 5,006 Whitbread PLC (b) ................................. 116,348 24,172 William Morrison Supermarkets PLC (b) ............. 132,105 69,066 Woolworths Group PLC (b) .......................... 15,121 ------------ 2,554,093 ------------ TOTAL COMMON STOCKS -- 97.6% (Cost $13,443,508) ... $ 17,227,705 OTHER ASSETS IN EXCESS OF LIABILITIES -- 2.4% ..... 417,942 ------------ NET ASSETS -- 100.0% .............................. $ 17,645,647 ============ (a) Non-income producing security. (b) Fair value priced (Note 1). Fair valued securities totalled $17,134,818 at March 31, 2008, representing 97.1% of net assets. ADR - American Depositary Receipt. See accompanying notes to financial statements. 29 THE JAMESTOWN INTERNATIONAL EQUITY FUND SUMMARY OF COMMON STOCKS BY INDUSTRY CLASSIFICATION MARCH 31, 2008 ================================================================================ INDUSTRY VALUE % OF NET ASSETS - -------------------------------------------------------------------------------- Commerical Banks................................... $ 1,710,644 9.7% Oil, Gas & Consumable Fuels........................ 1,695,767 9.6% Insurance.......................................... 1,448,185 8.2% Pharmaceuticals.................................... 1,288,877 7.3% Diversified Telecommunications Services............ 971,658 5.5% Food & Staples Retailing........................... 957,234 5.4% Capital Markets.................................... 709,333 4.0% Chemicals.......................................... 682,940 3.9% Household Durables................................. 623,619 3.5% Industrial Conglomerates........................... 615,554 3.5% Food Products...................................... 587,806 3.3% Software........................................... 577,885 3.3% Multi-Utilities.................................... 546,354 3.1% Communications Equipment........................... 448,947 2.5% Real Estate Management & Development............... 417,257 2.4% Electronic Equipment & Instruments................. 357,413 2.0% IT Services........................................ 348,944 2.0% Multi-Line Retail.................................. 306,911 1.7% Electric Utilities................................. 298,298 1.7% Specialty Retail................................... 279,213 1.6% Road & Rail........................................ 258,872 1.5% Diversified Financial Services..................... 242,835 1.4% Aerospace & Defense................................ 230,785 1.3% Hotels, Restaurants & Leisure...................... 178,314 1.0% Building Products.................................. 169,307 1.0% Automobiles........................................ 158,120 0.9% Media.............................................. 149,738 0.8% Office Electronics................................. 137,799 0.8% Electrical Equipment............................... 128,490 0.7% Semiconductors & Semiconductor Equipment........... 128,437 0.7% Metals & Mining.................................... 126,437 0.7% Wireless Telecommunications Services............... 117,574 0.7% Machinery.......................................... 115,288 0.7% Auto Components.................................... 107,134 0.6% Retail REITs....................................... 105,736 0.6% ----------- ------ $17,227,705 97.6% =========== ====== See accompanying notes to financial statements. 30
THE JAMESTOWN FUNDS STATEMENTS OF ASSETS AND LIABILITIES MARCH 31, 2008 =============================================================================================================================== JAMESTOWN JAMESTOWN JAMESTOWN JAMESTOWN JAMESTOWN TAX EXEMPT INTERNATIONAL BALANCED EQUITY SELECT VIRGINIA EQUITY FUND FUND FUND FUND FUND - ------------------------------------------------------------------------------------------------------------------------------- ASSETS Investments in securities: At acquisition cost ........................ $ 26,876,067 $ 25,796,908 $ 23,531,217 $ 28,230,549 $ 13,443,508 ============ ============ ============ ============ ============ At value (Note 1) .......................... $ 32,066,849 $ 32,397,847 $ 23,840,585 $ 28,766,465 $ 17,227,705 Cash denominated in foreign currency(a) (Note 5) ............... -- -- -- -- 12,736 Dividends and interest receivable.. ........... 146,287 32,370 28,927 358,259 63,280 Receivable for investment securities sold ..... 345,175 513,828 -- -- 449,685 Receivable for capital shares sold. ........... -- -- -- 550 -- Net unrealized appreciation on forward foreign currency exchange contracts (Note 6) ................ -- -- -- -- 5,288 Receivable for securities litigation settlement -- -- -- -- 150,954 Other assets .................................. 998 5,123 5,104 3,506 1,519 ------------ ------------ ------------ ------------ ------------ TOTAL ASSETS ............................... 32,559,309 32,949,168 23,874,616 29,128,780 17,911,167 ------------ ------------ ------------ ------------ ------------ LIABILITIES Bank overdraft ................................ -- -- -- -- 241,314 Distributions payable ......................... 166,457 155,647 -- 11,841 -- Payable for securities purchased .............. 288,736 440,838 318,882 -- -- Payable for capital shares redeemed ........... 15,336 13,052 -- 9,809 -- Accrued investment advisory fees (Note 3) ..... 17,781 17,940 14,914 7,629 660 Accrued administration fees (Note 3) .......... 4,000 4,000 4,000 3,600 4,200 Accrued compliance fees (Note 3) .............. 500 500 450 450 600 Other accrued expenses ........................ 8,816 666 1,803 2,074 18,746 ------------ ------------ ------------ ------------ ------------ TOTAL LIABILITIES .......................... 501,626 632,643 340,049 35,403 265,520 ------------ ------------ ------------ ------------ ------------ NET ASSETS ...................................... $ 32,057,683 $ 32,316,525 $ 23,534,567 $ 29,093,377 $ 17,645,647 ============ ============ ============ ============ ============ Net assets consist of: Paid-in capital ............................... $ 27,075,741 $ 25,909,111 $ 23,752,586 $ 28,542,014 $ 26,032,657 Accumulated undistributed (overdistributed) net investment income ...................... (7,197) -- -- 15,379 14,563 Accumulated net realized gains (losses) from security transactions ................. (201,643) (193,525) (527,387) 68 (12,195,522) Net unrealized appreciation on investments .... 5,190,782 6,600,939 309,368 535,916 3,784,197 Net unrealized appreciation on translation of assets and liabilities in foreign currencies -- -- -- -- 9,752 ------------ ------------ ------------ ------------ ------------ Net assets ...................................... $ 32,057,683 $ 32,316,525 $ 23,534,567 $ 29,093,377 $ 17,645,647 ============ ============ ============ ============ ============ Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) ................................. 2,475,785 1,937,849 2,264,544 2,880,740 1,275,922 ============ ============ ============ ============ ============ Net asset value, offering price and redemption price per share(b) ............................ $ 12.95 $ 16.68 $ 10.39 $ 10.10 $ 13.83 ============ ============ ============ ============ ============
(a) For Jamestown International Equity Fund, the cost of cash denominated in foreign currency is $12,683. (b) For Jamestown International Equity Fund, redemption price varies based on length of time held (Note 1). See accompanying notes to financial statements. 31
THE JAMESTOWN FUNDS STATEMENTS OF OPERATIONS YEAR ENDED MARCH 31, 2008 ======================================================================================================================= JAMESTOWN JAMESTOWN JAMESTOWN JAMESTOWN JAMESTOWN TAX EXEMPT INTERNATIONAL BALANCED EQUITY SELECT VIRGINIA EQUITY FUND FUND FUND FUND FUND - ----------------------------------------------------------------------------------------------------------------------- INVESTMENT INCOME Dividends ............................ $ 368,050 $ 492,833 $ 290,142 $ 22,797 $ 622,473 Foreign withholding taxes on dividends (623) (868) -- -- (77,802) Interest ............................. 650,519 -- -- 1,175,519 8,603 ------------ ------------ ------------ ------------ ------------ TOTAL INVESTMENT INCOME ........... 1,017,946 491,965 290,142 1,198,316 553,274 ------------ ------------ ------------ ------------ ------------ EXPENSES Investment advisory fees (Note 3).. .. 249,840 241,294 176,803 113,578 239,295 Administration fees (Note 3) ......... 54,626 52,884 48,000 41,915 50,435 Custodian fees ....................... 13,203 10,637 9,728 4,220 73,844 Professional fees .................... 22,257 16,750 16,850 14,350 19,687 Trustees' fees and expenses .......... 13,266 13,266 13,266 13,266 13,266 Pricing costs ........................ 7,388 2,128 2,145 6,241 25,634 Compliance consulting fees (Note 3) .. 5,764 5,735 5,285 5,417 7,094 Postage and supplies ................. 5,065 6,131 5,051 4,330 4,611 Registration fees .................... 2,435 3,874 6,444 1,352 4,139 Printing of shareholder reports ...... 2,995 4,600 2,112 1,934 2,518 Insurance expense .................... 3,228 2,804 1,565 2,106 2,258 Other expenses ....................... 5,926 4,940 5,584 9,415 5,297 ------------ ------------ ------------ ------------ ------------ TOTAL EXPENSES .................... 385,993 365,043 292,833 218,124 448,078 Fees waived by the Adviser (Note 3) .. -- -- (839) (22,202) (103,492) Expenses reimbursed through a directed brokerage arrangement (Note 4).. .. (22,000) (14,000) -- -- -- ------------ ------------ ------------ ------------ ------------ NET EXPENSES ...................... 363,993 351,043 291,994 195,922 344,586 ------------ ------------ ------------ ------------ ------------ NET INVESTMENT INCOME (LOSS) ........... 653,953 140,922 (1,852) 1,002,394 208,688 ------------ ------------ ------------ ------------ ------------ REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS AND FOREIGN CURRENCIES (NOTE 5) Net realized gains (losses) from: Security transactions ............. 4,058,583 2,658,874 (523,394) 16,403 3,263,585 Foreign currency transactions ..... -- -- -- -- (19,347) Net change in unrealized appreciation/ depreciation on: Investments ....................... (3,044,538) (2,097,106) (478,663) 92,995 (4,079,730) Foreign currency translation ...... -- -- -- -- 8,808 ------------ ------------ ------------ ------------ ------------ NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS AND FOREIGN CURRENCIES ............... 1,014,045 561,768 (1,002,057) 109,398 (826,684) ------------ ------------ ------------ ------------ ------------ NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS .......... $ 1,667,998 $ 702,690 $ (1,003,909) $ 1,111,792 $ (617,996) ============ ============ ============ ============ ============
See accompanying notes to financial statements. 32
THE JAMESTOWN FUNDS STATEMENTS OF CHANGES IN NET ASSETS ============================================================================================================ JAMESTOWN JAMESTOWN BALANCED FUND EQUITY FUND ------------------------------------------------------------ YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED MARCH 31, MARCH 31, MARCH 31, MARCH 31, 2008 2007 2008 2007 - ------------------------------------------------------------------------------------------------------------ FROM OPERATIONS Net investment income ..................... $ 653,953 $ 924,950 $ 140,922 $ 205,568 Net realized gains on security transactions 4,058,583 3,640,165 2,658,874 3,061,081 Net change in unrealized appreciation/ depreciation on investments ............ (3,044,538) (1,428,467) (2,097,106) (687,674) ------------ ------------ ------------ ------------ Net increase in net assets from operations .. 1,667,998 3,136,648 702,690 2,578,975 ------------ ------------ ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS From net investment income ................ (686,283) (956,689) (144,305) (203,630) From net realized gains from security transactions .................. (4,206,732) (3,490,662) (2,818,182) (3,027,251) Return of capital ......................... -- -- (252,510) -- ------------ ------------ ------------ ------------ Decrease in net assets from distributions to shareholders ............. (4,893,015) (4,447,351) (3,214,997) (3,230,881) ------------ ------------ ------------ ------------ FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold ................. 379,678 733,118 1,161,482 1,955,767 Net asset value of shares issued in reinvestment of distributions to shareholders ........................ 4,406,636 4,156,986 2,884,634 2,926,496 Payments for shares redeemed .............. (14,963,870) (14,998,174) (6,345,139) (9,872,194) ------------ ------------ ------------ ------------ Net decrease in net assets from capital share transactions ............... (10,177,556) (10,108,070) (2,299,023) (4,989,931) ------------ ------------ ------------ ------------ TOTAL DECREASE IN NET ASSETS ................ (13,402,573) (11,418,773) (4,811,330) (5,641,837) NET ASSETS Beginning of year ......................... 45,460,256 56,879,029 37,127,855 42,769,692 ------------ ------------ ------------ ------------ End of year ............................... $ 32,057,683 $ 45,460,256 $ 32,316,525 $ 37,127,855 ============ ============ ============ ============ ACCUMULATED UNDISTRIBUTED (OVERDISTRIBUTED) NET INVESTMENT INCOME ......................... $ (7,197) $ 14,151 $ -- $ 3,383 ============ ============ ============ ============ CAPITAL SHARE ACTIVITY Sold ...................................... 25,189 49,158 60,885 105,603 Reinvested ................................ 311,807 283,046 158,224 160,560 Redeemed .................................. (989,684) (1,002,168) (330,547) (534,434) ------------ ------------ ------------ ------------ Net decrease in shares outstanding ........ (652,688) (669,964) (111,438) (268,271) Shares outstanding, beginning of year ..... 3,128,473 3,798,437 2,049,287 2,317,558 ------------ ------------ ------------ ------------ Shares outstanding, end of year ........... 2,475,785 3,128,473 1,937,849 2,049,287 ============ ============ ============ ============
See accompanying notes to financial statements. 33
THE JAMESTOWN FUNDS STATEMENTS OF CHANGES IN NET ASSETS ================================================================================================================= JAMESTOWN JAMESTOWN TAX EXEMPT SELECT FUND VIRGINIA FUND ------------------------------------------------------------ YEAR PERIOD YEAR YEAR ENDED ENDED ENDED ENDED MARCH 31, MARCH 31, MARCH 31, MARCH 31, 2008 2007 (a) 2008 2007 - ----------------------------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income (loss) ................... $ (1,852) $ 18,607 $ 1,002,394 $ 1,100,898 Net realized gains (losses) on security transactions ....................... (523,394) 47,884 16,403 20,776 Net change in unrealized appreciation/ depreciation on investments ................. (478,663) 788,031 92,995 13,207 ------------ ------------ ------------ ------------ Net increase (decrease) in net assets from operations ......................... (1,003,909) 854,522 1,111,792 1,134,881 ------------ ------------ ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS From net investment income ..................... -- (18,607) (1,005,973) (1,070,348) From net realized gains from security transactions ....................... (48,775) (3,121) (17,179) (36,397) ------------ ------------ ------------ ------------ Decrease in net assets from distributions to shareholders .................. (48,775) (21,728) (1,023,152) (1,106,745) ------------ ------------ ------------ ------------ FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold ...................... 6,625,526 18,357,722 3,083,061 2,492,050 Net asset value of shares issued in reinvestment of distributions to shareholders ............ 46,579 21,278 849,870 879,398 Payments for shares redeemed ................... (1,294,000) (2,648) (3,909,118) (4,840,151) ------------ ------------ ------------ ------------ Net increase (decrease) in net assets from capital share transactions ................ 5,378,105 18,376,352 23,813 (1,468,703) ------------ ------------ ------------ ------------ TOTAL INCREASE (DECREASE) IN NET ASSETS .................................. 4,325,421 19,209,146 112,453 (1,440,567) NET ASSETS Beginning of period ............................ 19,209,146 -- 28,980,924 30,421,491 ------------ ------------ ------------ ------------ End of period .................................. $ 23,534,567 $ 19,209,146 $ 29,093,377 $ 28,980,924 ============ ============ ============ ============ ACCUMULATED UNDISTRIBUTED NET INVESTMENT INCOME .......................... $ -- $ -- $ 15,379 $ 13,101 ============ ============ ============ ============ CAPITAL SHARE ACTIVITY Sold ........................................... 585,751 1,787,340 305,634 247,500 Reinvested ..................................... 3,937 2,042 84,618 87,361 Redeemed ....................................... (114,276) (250) (389,550) (481,104) ------------ ------------ ------------ ------------ Net increase (decrease) in shares outstanding .. 475,412 1,789,132 702 (146,243) Shares outstanding, beginning of period. ....... 1,789,132 -- 2,880,038 3,026,281 ------------ ------------ ------------ ------------ Shares outstanding, end of period .............. 2,264,544 1,789,132 2,880,740 2,880,038 ============ ============ ============ ============
(a) Represents the period from the commencement of operations (October 31, 2006) through March 31, 2007. See accompanying notes to financial statements. 34
THE JAMESTOWN FUNDS STATEMENTS OF CHANGES IN NET ASSETS ======================================================================================== JAMESTOWN INTERNATIONAL EQUITY FUND ---------------------------- YEAR YEAR ENDED ENDED MARCH 31, MARCH 31, 2008 2007 - ---------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income ................................. $ 208,688 $ 121,475 Net realized gains (losses) from: Security transactions .............................. 3,263,585 916,382 Foreign currency transactions ...................... (19,347) 1,717 Net change in unrealized appreciation/depreciation on: Investments ........................................ (4,079,730) 2,074,541 Foreign currency translation ....................... 8,808 897 ------------ ------------ Net increase (decrease) in net assets from operations ... (617,996) 3,115,012 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS From net investment income ............................ (174,778) (138,528) In excess of net investment income .................... -- (6,400) ------------ ------------ Decrease in net assets from distributions to shareholders (174,778) (144,928) ------------ ------------ FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold ............................. 1,084,764 3,834,061 Net asset value of shares issued in reinvestment of distributions to shareholders ................... 170,675 138,102 Proceeds from redemption fees collected ............... -- 290 Payments for shares redeemed .......................... (8,806,832) (2,552,645) ------------ ------------ Net increase (decrease) in net assets from capital share transactions ............................ (7,551,393) 1,419,808 ------------ ------------ TOTAL INCREASE (DECREASE) IN NET ASSETS ................. (8,344,167) 4,389,892 NET ASSETS Beginning of year ..................................... 25,989,814 21,599,922 ------------ ------------ End of year ........................................... $ 17,645,647 $ 25,989,814 ============ ============ ACCUMULATED UNDISTRIBUTED NET INVESTMENT INCOME ................................. $ 14,563 $ -- ============ ============ CAPITAL SHARE ACTIVITY Sold .................................................. 74,629 284,512 Reinvested ............................................ 11,344 10,317 Redeemed .............................................. (609,773) (188,193) ------------ ------------ Net increase (decrease) in shares outstanding ......... (523,800) 106,636 Shares outstanding, beginning of year ................. 1,799,722 1,693,086 ------------ ------------ Shares outstanding, end of year ....................... 1,275,922 1,799,722 ============ ============
See accompanying notes to financial statements. 35
THE JAMESTOWN BALANCED FUND FINANCIAL HIGHLIGHTS ==================================================================================================================== SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR ==================================================================================================================== YEARS ENDED MARCH 31, ------------------------------------------------------------------ 2008 2007 2006 2005 2004 - -------------------------------------------------------------------------------------------------------------------- Net asset value at beginning of year. ......... $ 14.53 $ 14.97 $ 14.92 $ 15.40 $ 13.76 ---------- ---------- ---------- ---------- ---------- Income from investment operations: Net investment income ....................... 0.26 0.27 0.26 0.29 0.27 Net realized and unrealized gains on investments ........................... 0.27 0.69 1.06 0.14 2.48 ---------- ---------- ---------- ---------- ---------- Total from investment operations .............. 0.53 0.96 1.32 0.43 2.75 ---------- ---------- ---------- ---------- ---------- Less distributions: Dividends from net investment income ........ (0.28) (0.29) (0.27) (0.30) (0.29) Distributions from net realized gains ....... (1.83) (1.11) (1.00) (0.61) (0.82) ---------- ---------- ---------- ---------- ---------- Total distributions ........................... (2.11) (1.40) (1.27) (0.91) (1.11) ---------- ---------- ---------- ---------- ---------- Net asset value at end of year ................ $ 12.95 $ 14.53 $ 14.97 $ 14.92 $ 15.40 ========== ========== ========== ========== ========== Total return (a) .............................. 2.97% 6.57% 9.14% 2.83% 20.29% ========== ========== ========== ========== ========== Net assets at end of year (000's) ............. $ 32,058 $ 45,460 $ 56,879 $ 62,235 $ 63,838 ========== ========== ========== ========== ========== Ratio of gross expenses to average net assets . 1.01% 0.94% 0.93% 0.92% 0.91% Ratio of net expenses to average net assets (b) 0.95% 0.89% 0.89% 0.88% 0.88% Ratio of net investment income to average net assets .......................... 1.71% 1.80% 1.72% 1.87% 1.77% Portfolio turnover rate ....................... 30% 40% 49% 29% 36%
(a) Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. (b) Ratios were determined based on net expenses after expense reimbursements through a directed brokerage arrangement (Note 4). See accompanying notes to financial statements. 36
THE JAMESTOWN EQUITY FUND FINANCIAL HIGHLIGHTS ==================================================================================================================== SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR ==================================================================================================================== YEARS ENDED MARCH 31, ------------------------------------------------------------------ 2008 2007 2006 2005 2004 - -------------------------------------------------------------------------------------------------------------------- Net asset value at beginning of year. ......... $ 18.12 $ 18.45 $ 17.69 $ 18.28 $ 14.47 ---------- ---------- ---------- ---------- ---------- Income from investment operations: Net investment income ....................... 0.08 0.10 0.07 0.12 0.05 Net realized and unrealized gains on investments ........................... 0.20 1.15 2.11 0.65 4.30 ---------- ---------- ---------- ---------- ---------- Total from investment operations .............. 0.28 1.25 2.18 0.77 4.35 ---------- ---------- ---------- ---------- ---------- Less distributions: Dividends from net investment income ........ (0.08) (0.10) (0.07) (0.12) (0.05) Distributions from net realized gains ....... (1.50) (1.48) (1.35) (1.24) (0.49) Return of capital ........................... (0.14) -- -- -- -- ---------- ---------- ---------- ---------- ---------- Total distributions ........................... (1.72) (1.58) (1.42) (1.36) (0.54) ---------- ---------- ---------- ---------- ---------- Net asset value at end of year ................ $ 16.68 $ 18.12 $ 18.45 $ 17.69 $ 18.28 ========== ========== ========== ========== ========== Total return(a) ............................... 0.94% 6.92% 12.69% 4.34% 30.10% ========== ========== ========== ========== ========== Net assets at end of year (000's) ............. $ 32,317 $ 37,128 $ 42,770 $ 42,253 $ 50,187 ========== ========== ========== ========== ========== Ratio of gross expenses to average net assets . 0.99% 0.97% 0.97% 0.95% 0.94% Ratio of net expenses to average net assets(b) 0.95% 0.91% 0.92% 0.90% 0.88% Ratio of net investment income to average net assets ...................... 0.38% 0.52% 0.36% 0.63% 0.27% Portfolio turnover rate ....................... 46% 53% 60% 34% 52%
(a) Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. (b) Ratios were determined based on net expenses after expense reimbursements through a directed brokerage arrangement (Note 4). See accompanying notes to financial statements. 37
THE JAMESTOWN SELECT FUND FINANCIAL HIGHLIGHTS ======================================================================================= SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD ======================================================================================= YEAR PERIOD ENDED ENDED MARCH 31, MARCH 31, 2008 2007 (a) - --------------------------------------------------------------------------------------- Net asset value at beginning of period ..................... $ 10.74 $ 10.00 ---------- ---------- Income (loss) from investment operations: Net investment income (loss) ............................ (0.00)(c) 0.01 Net realized and unrealized gains (losses) on investments (0.33) 0.75 ---------- ---------- Total from investment operations ........................... (0.33) 0.76 ---------- ---------- Less distributions: Dividends from net investment income .................... -- (0.02) Dividends from net realized gains ....................... (0.02) -- ---------- ---------- Total distributions ........................................ (0.02) (0.02) ---------- ---------- Net asset value at end of period ........................... $ 10.39 $ 10.74 ========== ========== Total return(b) ............................................ (3.07%) 7.55%(e) ========== ========== Net assets at end of period (000's) ........................ $ 23,535 $ 19,209 ========== ========== Ratio of gross expenses to average net assets .............. 1.24% 1.47%(d) Ratio of net expenses to average net assets ................ 1.24% 1.25%(d) Ratio of net investment income (loss) to average net assets (0.01%) 0.31%(d) Portfolio turnover rate .................................... 88% 46%(e)
(a) Represents the period from the commencement of operations (October 31, 2006) through March 31, 2007. (b) Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. (c) Represents less than a penny per share. (d) Annualized. (e) Not annualized. See accompanying notes to financial statements. 38
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND FINANCIAL HIGHLIGHTS ==================================================================================================================== SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR ==================================================================================================================== YEARS ENDED MARCH 31, ------------------------------------------------------------------ 2008 2007 2006 2005 2004 - -------------------------------------------------------------------------------------------------------------------- Net asset value at beginning of year. ......... $ 10.06 $ 10.05 $ 10.22 $ 10.57 $ 10.56 ---------- ---------- ---------- ---------- ---------- Income (loss) from investment operations: Net investment income ....................... 0.36 0.37 0.36 0.37 0.37 Net realized and unrealized gains (losses) on investments .................. 0.05 0.01 (0.17) (0.35) 0.00(a) ---------- ---------- ---------- ---------- ---------- Total from investment operations .............. 0.41 0.38 0.19 0.02 0.37 ---------- ---------- ---------- ---------- ---------- Less distributions: Dividends from net investment income ........ (0.36) (0.36) (0.36) (0.37) (0.36) Distributions from net realized gains ....... (0.01) (0.01) -- -- -- ---------- ---------- ---------- ---------- ---------- Total distributions ........................... (0.37) (0.37) (0.36) (0.37) (0.36) ---------- ---------- ---------- ---------- ---------- Net asset value at end of year ................ $ 10.10 $ 10.06 $ 10.05 $ 10.22 $ 10.57 ========== ========== ========== ========== ========== Total return(b) ............................... 4.09% 3.85% 1.83% 0.19% 3.61% ========== ========== ========== ========== ========== Net assets at end of year (000's) ............. $ 29,093 $ 28,981 $ 30,421 $ 31,559 $ 33,602 ========== ========== ========== ========== ========== Ratio of gross expenses to average net assets . 0.77% 0.75% 0.73% 0.72% 0.74% Ratio of net expenses to average net assets ... 0.69% 0.69% 0.69% 0.69% 0.69% Ratio of net investment income to average net assets .......................... 3.54% 3.66% 3.50% 3.60% 3.46% Portfolio turnover rate ....................... 13% 10% 22% 15% 43%
(a) Represents less than a penny per share. (b) Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. See accompanying notes to financial statements. 39
THE JAMESTOWN INTERNATIONAL EQUITY FUND FINANCIAL HIGHLIGHTS ==================================================================================================================== SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR ==================================================================================================================== YEARS ENDED MARCH 31, ------------------------------------------------------------------ 2008 2007 2006 2005 2004 - -------------------------------------------------------------------------------------------------------------------- Net asset value at beginning of year. ......... $ 14.44 $ 12.76 $ 10.33 $ 9.42 $ 6.31 ---------- ---------- ---------- ---------- ---------- Income (loss) from investment operations: Net investment income ....................... 0.12 0.07 0.10 0.08 0.05 Net realized and unrealized gains (losses) on investments and foreign currencies ................... (0.63) 1.69 2.43 0.91 3.12 ---------- ---------- ---------- ---------- ---------- Total from investment operations .............. (0.51) 1.76 2.53 0.99 3.17 ---------- ---------- ---------- ---------- ---------- Less distributions: Dividends from net investment income ........ (0.10) (0.08) (0.10) (0.08) (0.05) Distributions from net realized gains ....... -- -- -- -- (0.01) ---------- ---------- ---------- ---------- ---------- Total distributions ........................... (0.10) (0.08) (0.10) (0.08) (0.06) ---------- ---------- ---------- ---------- ---------- Proceeds from redemption fees collected ....... -- 0.00(a) 0.00(a) -- 0.00(a) ---------- ---------- ---------- ---------- ---------- Net asset value at end of year ................ $ 13.83 $ 14.44 $ 12.76 $ 10.33 $ 9.42 ========== ========== ========== ========== ========== Total return(b) ............................... (3.56%) 13.86% 24.54% 10.51% 50.22% ========== ========== ========== ========== ========== Net assets at end of year (000's) ............. $ 17,646 $ 25,990 $ 21,600 $ 20,266 $ 21,158 ========== ========== ========== ========== ========== Ratio of gross expenses to average net assets . 1.88% 1.75% 1.87% 1.92% 1.77% Ratio of net expenses to average net assets ... 1.44% 1.44% 1.44% 1.43% 1.38% Ratio of net investment income to average net assets ....................... 0.87% 0.52% 0.89% 0.78% 0.57% Portfolio turnover rate ....................... 11% 13% 13% 111% 78%
(a) Represents less than a penny per share. (b) Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. See accompanying notes to financial statements. 40 THE JAMESTOWN FUNDS NOTES TO FINANCIAL STATEMENTS MARCH 31, 2008 ================================================================================ 1. SIGNIFICANT ACCOUNTING POLICIES The Jamestown Balanced Fund, The Jamestown Equity Fund, The Jamestown Select Fund, The Jamestown Tax Exempt Virginia Fund and The Jamestown International Equity Fund (individually, a "Fund", and, collectively, the "Funds") are each a no-load series of Williamsburg Investment Trust (the "Trust"), an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust was organized as a Massachusetts business trust on July 18, 1988. The Jamestown Balanced Fund's investment objectives are long-term growth of capital and income through investment in a balanced portfolio of equity and fixed income securities. Capital protection and low volatility are important investment goals. The Jamestown Equity Fund's investment objective is long-term growth of capital through investment in a diversified portfolio composed primarily of common stocks. Current income is incidental to this objective and may not be significant. The Jamestown Select Fund's investment objective is long-term growth of capital through investment in a diversified portfolio composed primarily of common stocks. Current income is incidental to this objective and may not be significant. The Jamestown Tax Exempt Virginia Fund's investment objectives are to provide current income exempt from federal income taxes and from the personal income taxes of Virginia, to preserve capital, to limit credit risk and to take advantage of opportunities to increase and enhance the value of a shareholder's investment. The Jamestown International Equity Fund's investment objective is to achieve superior total returns through investment in equity securities of issuers located outside the United States of America. The following is a summary of the Funds' significant accounting policies: Securities valuation -- The Funds' portfolio securities are valued as of the close of business of the regular session of the New York Stock Exchange (normally 4:00 p.m., Eastern time). Securities traded on a national stock exchange are generally valued based upon the closing price on the principal exchange where the security is traded. Securities which are quoted by NASDAQ are valued at the NASDAQ Official Closing Price. Securities which are traded over-the-counter are valued at the last sales price, if available, otherwise, at the last quoted bid price. It is expected that fixed income securities will ordinarily be traded in the over-the-counter market, and common stocks will ordinarily be traded on a national securities exchange, but may also be traded in the over-the-counter market. Because the value of foreign securities may be materially affected by events occurring before the Fund's pricing time but after the close of the primary markets or exchanges on which such securities are traded, portfolio securities of The Jamestown International Equity Fund may be priced at their fair value as determined by an independent pricing service approved by the Board of Trustees. As a result, the prices of securities used to calculate The Jamestown International Equity Fund's net asset value per share 41 THE JAMESTOWN FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ may differ from quoted or published prices for the same securities. Foreign securities are translated from the local currency into U.S. dollars using currency exchange rates supplied by a quotation service. Short-term instruments (those with remaining maturities of 60 days or less) are valued at amortized cost, which approximates market value. When market quotations are not readily available, securities may be valued on the basis of prices provided by an independent pricing service. The prices provided by the pricing service are determined with consideration given to institutional bid and last sale prices and take into account securities prices, yields, maturities, call features, ratings, institutional trading in similar groups of securities and developments related to specific securities. If a pricing service cannot provide a valuation, securities will be valued in good faith at fair value using methods consistent with those determined by the Board of Trustees. Such methods of fair valuation may include, but are not limited to: multiple of earnings, multiple of book value, discount from market of a similar freely traded security, purchase price of security, subsequent private transactions in the security or related securities, or a combination of these and other factors. Repurchase agreements -- The Funds may enter into joint repurchase agreements with each other and with other funds within the Trust. The joint repurchase agreement, which is collateralized by U.S. Government obligations, is valued at cost which, together with accrued interest, approximates market. At the time the Funds enter into the joint repurchase agreement, the seller agrees that the value of the underlying securities, including accrued interest, will at all times be equal to or exceed the face amount of the repurchase agreement. In addition, each Fund actively monitors and seeks additional collateral, as needed. Share valuation -- The net asset value per share of each Fund is calculated daily by dividing the total value of each Fund's assets, less liabilities, by the number of shares outstanding. The offering price and redemption price per share of each Fund is equal to the net asset value per share, except that shares of The Jamestown International Equity Fund are subject to a redemption fee of 2% if redeemed within 90 days of the date of purchase. For the years ended March 31, 2008 and March 31, 2007, proceeds from redemption fees totaled $0 and $290, respectively. Investment income -- Interest income is accrued as earned. Dividend income is recorded on the ex-dividend date. Discounts and premiums on fixed income securities purchased are amortized using the interest method. Distributions to shareholders -- Dividends arising from net investment income, if any, are declared and paid quarterly to shareholders of The Jamestown Balanced Fund, The Jamestown Equity Fund, The Jamestown Select Fund and The Jamestown International Equity Fund and are declared daily and paid monthly to shareholders of The Jamestown Tax Exempt Virginia Fund. Net realized short-term capital gains, if any, may be distributed throughout the year and net realized long-term capital gains, if any, are distributed at least once each year. The amount of distributions from net investment income and net realized gains are determined in accordance with federal income tax regulations which may differ from accounting principles generally accepted in the United States. These "book/tax" differences are either temporary or permanent in nature. 42 THE JAMESTOWN FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ The tax character of distributions paid during the periods ended March 31, 2008 and March 31, 2007 was as follows:
- ----------------------------------------------------------------------------------------------------------------------- EXEMPT- PERIODS ORDINARY LONG-TERM INTEREST RETURN OF TOTAL ENDED INCOME CAPITAL GAINS DIVIDENDS CAPITAL DISTRIBUTIONS - ----------------------------------------------------------------------------------------------------------------------- Jamestown Balanced Fund 3/31/08 $ 1,028,786 $ 3,864,229 $ -- $ -- $ 4,893,015 3/31/07 $ 1,479,338 $ 2,968,013 $ -- $ -- $ 4,447,351 - ----------------------------------------------------------------------------------------------------------------------- Jamestown Equity Fund 3/31/08 $ 328,829 $ 2,633,658 $ -- $ 252,510 $ 3,214,997 3/31/07 $ 639,252 $ 2,591,629 $ -- $ -- $ 3,230,881 - ----------------------------------------------------------------------------------------------------------------------- Jamestown Select Fund 3/31/08 $ 48,775 $ -- $ -- $ -- $ 48,775 3/31/07 $ 21,728 $ -- $ -- $ -- $ 21,728 - ----------------------------------------------------------------------------------------------------------------------- Jametown Tax Exempt Virginia Fund 3/31/08 $ -- $ 17,179 $ 1,005,973 $ -- $ 1,023,152 3/31/07 $ -- $ 36,397 $ 1,070,348 $ -- $ 1,106,745 - ----------------------------------------------------------------------------------------------------------------------- Jamestown International Equity Fund 3/31/08 $ 174,778 $ -- $ -- $ -- $ 174,778 3/31/07 $ 144,928 $ -- $ -- $ -- $ 144,928 - -----------------------------------------------------------------------------------------------------------------------
Security transactions -- Security transactions are accounted for on trade date. Gains and losses on securities sold are determined on a specific identification basis. Securities traded on a "to-be-announced" basis -- The Jamestown Balanced Fund occasionally trades securities on a "to-be-announced" (TBA) basis. In a TBA transaction, the Fund has committed to purchase securities for which all specific information is not yet known at the time of the trade, particularly the face amount in mortgage-backed securities transactions. Securities purchased on a TBA basis are not settled until they are delivered to the Fund, normally 15 to 45 days later. These transactions are subject to market fluctuations and their current value is determined in the same manner as for other portfolio securities. Common expenses -- Common expenses of the Trust are allocated among the Funds of the Trust based on relative net assets of each Fund or the nature of the services performed and the relative applicability to each Fund. Estimates -- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Federal income tax -- It is each Fund's policy to comply with the special provisions of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. As provided therein, in any fiscal year in which a Fund so qualifies and distributes at least 90% of its taxable net income, the Fund (but not the shareholders) will be relieved of federal income tax on the income distributed. Accordingly, no provision for income taxes has been made. In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also each Fund's intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 43 THE JAMESTOWN FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ 98% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts from prior years. The tax character of distributable earnings at March 31, 2008 was as follows:
- ---------------------------------------------------------------------------------------------------------------------- JAMESTOWN JAMESTOWN JAMESTOWN JAMESTOWN JAMESTOWN TAX EXEMPT INTERNATIONAL BALANCED EQUITY SELECT VIRGINIA EQUITY FUND FUND FUND FUND FUND - ---------------------------------------------------------------------------------------------------------------------- Cost of portfolio investments $ 26,918,450 $ 25,834,786 $ 23,531,376 $ 28,215,170 $ 13,456,166 ============ ============ ============ ============ ============ Gross unrealized appreciation $ 5,647,965 $ 7,307,189 $ 1,448,596 $ 593,224 $ 4,562,385 Gross unrealized depreciation (499,566) (744,128) (1,139,387) (41,929) (790,846) ------------ ------------ ------------ ------------ ------------ Net unrealized appreciation on investments 5,148,399 6,563,061 309,209 551,295 3,771,539 ------------ ------------ ------------ ------------ ------------ Net unrealized appreciation on translation of assets and liabilities in foreign currencies -- -- -- -- 4,430 Accumulated undistributed ordinary income -- -- -- 11,841 19,885 Accumulated undistributed long-term gains -- -- -- 68 -- Capital loss carryforwards -- -- (229,908) -- (12,182,864) Post-October losses -- -- (297,320) -- -- Other temporary differences (166,457) (155,647) -- (11,841) -- ------------ ------------ ------------ ------------ ------------ Total distributable earnings (accumulated deficit) $ 4,981,942 $ 6,407,414 $ (218,019) $ 551,363 $ (8,387,010) ============ ============ ============ ============ ============ - ----------------------------------------------------------------------------------------------------------------------
The difference between the federal income tax cost of portfolio investments and the financial statement cost for the Funds is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and accounting principles generally accepted in the United States. These "book/tax" differences are temporary in nature and are primarily due to the tax deferral of losses on wash sales and/or differing methods in the amortization of discounts and premiums on fixed income securities. During the year ended March 31, 2008, The Jamestown International Equity Fund utilized capital loss carryforwards of $3,253,955 to offset current year realized gains. As of March 31, 2008, The Jamestown Select Fund and The Jamestown International Equity Fund had the following capital loss carryforwards for federal income tax purposes: - -------------------------------------------------------------------------------- EXPIRES AMOUNT MARCH 31, - -------------------------------------------------------------------------------- Jamestown Select Fund $ 229,908 2016 ============ Jamestown International Equity Fund $ 11,562,523 2011 620,341 2012 ------------ $ 12,182,864 ============ - -------------------------------------------------------------------------------- These capital loss carryforwards may be utilized in future years to offset net realized capital gains, if any, prior to distribution to shareholders. 44 THE JAMESTOWN FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ In addition, The Jamestown Select Fund had net realized losses of $297,320 during the period November 1, 2007 through March 31, 2008, which are treated for federal income tax purposes as arising during the Fund's tax year ending March 31, 2009. These "post-October" losses may be utilized in future years to offset net realized capital gains prior to distributing such gains to shareholders. For the year ended March 31, 2008, The Jamestown Balanced Fund reclassified $10,982 of overdistributed net investment income against accumulated net realized loss and The Jamestown Tax Exempt Virginia Fund reclassified $5,857 of undistributed net investment income against accumulated net realized gains on the Statement of Assets and Liabilities due to permanent differences in the recognition of capital gains or losses under income tax regulations and accounting principles generally accepted in the United States. These differences are primarily due to the tax treatment of certain debt obligations and paydown adjustments. Such reclassifications had no effect on the Funds' net assets or net asset value per share. For the year ended March 31, 2008, The Jamestown International Equity Fund reclassified $19,347 of net realized losses from security transactions against undistributed net investment income on the Statement of Assets and Liabilities due to permanent differences in the recognition of capital gains and losses under income tax regulations and accounting principles generally accepted in the United States. These differences are primarily due to the tax treatment of forward foreign currency exchange contracts. Such reclassification has no effect on the Fund's net assets or net asset value per share. During the year ended March 31, 2008, The Jamestown Equity Fund reclassified return of capital distributions of $252,510 against paid-in capital on the Statement of Assets and Liabilities. Additionally, during the year ended March 31, 2008, The Jamestown Select Fund reclassified $1,852 on net investment loss and $19 of distributions in excess of realized gains against paid-in capital on the Statement of Assets and Liabilities. Such reclassifications, the result of permanent differences between the financial statement and income tax reporting requirements, have no effect on the Funds' net assets or net asset value per share. On July 13, 2006, the Financial Accounting Standards Board ("FASB") released FASB Interpretation No. 48 ("FIN 48") "Accounting for Uncertainty in Income Taxes." FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Funds' tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Each Fund adopted the provisions of FIN 48 on September 30, 2007. Management analyzed the Funds' tax positions taken on Federal income tax returns for all open tax years (tax years ended March 31, 2005 through March 31, 2008) for purposes of implementing FIN?48 and has concluded that no provisions for income tax is required in the financial statements. 45 THE JAMESTOWN FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ 2. INVESTMENT TRANSACTIONS Investment transactions, other than short-term investments and U.S. government securities, were as follows for the year ended March 31, 2008:
- ------------------------------------------------------------------------------------------------------------- JAMESTOWN JAMESTOWN JAMESTOWN JAMESTOWN JAMESTOWN TAX EXEMPT INTERNATIONAL BALANCED EQUITY SELECT VIRGINIA EQUITY FUND FUND FUND FUND FUND - ------------------------------------------------------------------------------------------------------------- Purchase of investment securities $ 11,233,078 $ 16,718,800 $ 24,762,765 $ 3,717,447 $ 2,510,550 ============ ============ ============ ============ ============ Proceeds from sales and maturities of investment securities ....... $ 24,747,095 $ 23,498,621 $ 19,994,519 $ 3,695,880 $ 9,459,126 ============ ============ ============ ============ ============ - -------------------------------------------------------------------------------------------------------------
3. TRANSACTIONS WITH AFFILIATES INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS Each Fund's investments are managed by Lowe, Brockenbrough & Company, Inc. (the "Adviser") under the terms of an Investment Advisory Agreement. Under the Investment Advisory Agreement, The Jamestown Balanced Fund pays the Adviser a fee, which is computed and accrued daily and paid monthly, at an annual rate of ..65% of its average daily net assets up to $250 million, .60% of the next $250 million of such net assets and .55% of such net assets in excess of $500 million. The Jamestown Equity Fund pays the Adviser a fee at an annual rate of ..65% of its average daily net assets up to $500 million and .55% of such net assets in excess of $500 million. The Jamestown Select Fund pays the Adviser a fee at an annual rate of .75% of its average daily net assets. The Jamestown Tax Exempt Virginia Fund pays the Adviser a fee at an annual rate of .40% of its average daily net assets up to $250 million, .35% of the next $250 million of such net assets and .30% of such net assets in excess of $500 million. The Jamestown International Equity Fund pays the Adviser a fee at an annual rate of 1.00% of its average daily net assets. Certain Trustees and officers of the Trust are also officers of the Adviser. For the year ended March 31, 2008, the Adviser voluntarily undertook to limit the total operating expenses of The Jamestown Select Fund, The Jamestown Tax Exempt Virginia Fund and The Jamestown International Equity Fund to 1.25%, .69% and 1.44%, respectively, of average daily net assets. Accordingly, the Adviser voluntarily waived $839, $22,202 and $103,492, respectively, of such Funds' investment advisory fees during the year ended March 31, 2008. The Adviser retains Oechsle International Advisors, LLC ("Oechsle") to provide The Jamestown International Equity Fund with a continuous program of supervision of the Fund's assets, including the composition of its portfolio, and to furnish advice and recommendations with respect to investments, investment policies and the purchase and sale of securities, pursuant to the terms of a Sub-Advisory Agreement. Under the Sub-Advisory Agreement, the Adviser, not the Fund, pays Oechsle a fee in the amount of one-half of the monthly advisory fee received by the Adviser, net of any investment advisory fee waivers. 46 THE JAMESTOWN FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ MUTUAL FUND SERVICES AGREEMENT Under the terms of a Mutual Fund Services Agreement between the Trust and Ultimus Fund Solutions, LLC ("Ultimus"), Ultimus provides administrative, pricing, accounting, dividend disbursing, shareholder servicing and transfer agent services for the Funds. For these services, Ultimus receives a monthly fee from each of The Jamestown Balanced Fund, The Jamestown Equity Fund, The Jamestown Select Fund and The Jamestown Tax Exempt Virginia Fund at an annual rate of .15% of its respective average daily net assets up to $25 million; .125% of the next $25 million of such net assets; and .10% of such net assets in excess of $50 million. From The Jamestown International Equity Fund, Ultimus receives a monthly fee at an annual rate of .20% of its average daily net assets up to $25 million; .175% of the next $25 million of such net assets; and .15% of such net assets in excess of $50 million. The Jamestown Balanced Fund, The Jamestown Equity Fund, The Jamestown Select Fund, The Jamestown Tax Exempt Virginia Fund and The Jamestown International Equity Fund are subject to a minimum monthly fee of $4,000, $4,000, $4,000, $3,500 and $4,000, respectively. In addition, each Fund pays out-of-pocket expenses including, but not limited to, postage, supplies and costs of pricing the Funds' portfolio securities. Certain officers of the Trust are also officers of Ultimus, or of Ultimus Fund Distributors, LLC (the "Distributor"), the principal underwriter of each Fund's shares and an affiliate of Ultimus. The Distributor receives no compensation from the Funds for acting as principal underwriter. COMPLIANCE CONSULTING AGREEMENT Under the terms of a Compliance Consulting Agreement between the Trust and Ultimus, Ultimus provides an individual to serve as the Trust's Chief Compliance Officer and to administer the Trust's compliance policies and procedures. For these services, the Funds pay Ultimus an annual base fee of $22,200 plus an asset-based fee equal to 0.01% per annum on total net assets in excess of $100 million. 4. BROKERAGE ARRANGEMENT In order to reduce the total operating expenses of The Jamestown Balanced Fund and The Jamestown Equity Fund, a portion of each Fund's operating expenses have been paid through an arrangement with a third-party broker-dealer who is compensated through commission trades. Payment of expenses by the broker-dealer is based on a percentage of commissions earned. Expenses reimbursed through the brokerage arrangement totaled $22,000 and $14,000 for The Jamestown Balanced Fund and The Jamestown Equity Fund, respectively, for the year ended March 31, 2008. 47 THE JAMESTOWN FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ 5. FOREIGN CURRENCY TRANSLATION With respect to The Jamestown International Equity Fund, amounts denominated in or expected to settle in foreign currencies are translated into U.S. dollars based on exchange rates on the following basis: A. The market values of investment securities and other assets and liabilities are translated at the closing rate of exchange each day. B. Purchases and sales of investment securities and income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions. C. The Fund does not isolate that portion of the results of operations caused by changes in foreign exchange rates on investments from those caused by changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses on investments. Reported net realized foreign exchange gains or losses arise from 1) purchases and sales of foreign currencies, 2) currency gains or losses realized between the trade and settlement dates on securities transactions and 3) the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund's books, and the U.S. dollar equivalent of the amounts actually received or paid. Reported net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in exchange rates. 6. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS The Jamestown International Equity Fund enters into forward foreign currency exchange contracts as a way of managing foreign exchange rate risk. The Fund may enter into these contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date as a hedge or cross-hedge against either specific transactions or portfolio positions. The objective of the Fund's foreign currency hedging transactions is to reduce risk that the U.S. dollar value of the Fund's securities denominated in foreign currency will decline in value due to changes in foreign currency exchange rates. All foreign currency exchange contracts are "marked-to-market" daily at the applicable translation rates resulting in unrealized gains or losses. Realized and unrealized gains or losses are included in the Fund's Statement of Assets and Liabilities and Statement of Operations. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. 48 THE JAMESTOWN FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ As of March 31, 2008, The Jamestown International Equity Fund had forward foreign currency exchange contracts outstanding as follows:
- --------------------------------------------------------------------------------------------------------- NET UNREALIZED INITIAL MARKET APPRECIACTION/ SETTLEMENT TO RECEIVE VALUE VALUE DEPRECIATION - --------------------------------------------------------------------------------------------------------- Contracts To Sell 4/1/2008................................ 15,661 CHF $ 15,740 $ 15,835 $ (95) 4/2/2008................................ 15,470 CHF 15,504 15,641 (137) 4/1/2008................................ 16,545 DKK 3,502 3,515 (13) 4/2/2008................................ 16,379 DKK 3,461 3,480 (19) 4/1/2008................................ 62,582 EUR 98,816 99,164 (348) 4/1/2008................................ 23,741 EUR 37,422 37,618 (196) 4/2/2008................................ 62,296 EUR 98,196 98,711 (515) 4/1/2008................................ 18,438 GBP 36,978 36,646 332 4/2/2008................................ 18,306 GBP 36,459 36,383 76 6/27/2008............................... 591,816 GBP 1,174,281 1,167,871 6,410 4/1/2008................................ 3,840,667 JPY 38,472 38,586 (114) 4/3/2008................................ 3,793,601 JPY 38,127 38,121 6 4/1/2008................................ 16,024 NOK 3,149 3,153 (4) 4/2/2008................................ 16,143 NOK 3,158 3,176 (18) 4/1/2008................................ 2,455 PLN 1,099 1,106 (7) 4/2/2008................................ 2,402 PLN 1,075 1,083 (8) 4/1/2008................................ 33,920 SEK 5,694 5,720 (26) 4/2/2008................................ 33,973 SEK 5,695 5,729 (34) 4/1/2008................................ 487 SGD 352 353 (1) 4/3/2008................................ 573 SGD 415 416 (1) ----------- ----------- ---------- Total Sell Contracts...................... $ 1,617,595 $ 1,612,307 $ 5,288 =========== =========== ========== - ---------------------------------------------------------------------------------------------------------
CHF - Swiss Franc DKK - Danish Krone EUR - Euro GBP - British Pound Sterling JPY - Japanese Yen NOK - Norway Krona PLN - Poland Zloty SEK - Swedish Krona SGD - Singapore Dollar 7. CONTINGENCIES AND COMMITMENTS The Funds indemnify the Trust's officers and Trustees for certain liabilities that might arise from their performance of their duties to the Funds. Additionally, in the normal course of business the Funds enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote. 49 THE JAMESTOWN FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ 8. NEW ACCOUNTING PRONOUNCEMENT In September 2006, the Financial Accounting Standards Board issued Statement on Financial Accounting Standards (SFAS) No. 157, "Fair Value Measurements." This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current generally accepted accounting principles from the application of SFAS No. 157 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As of March 31, 2008, the Funds do not believe the adoption of SFAS No. 157 will impact the amounts reported in the financial statements. However, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements reported on the statement of changes in net assets for a fiscal period. 50 THE JAMESTOWN FUNDS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ================================================================================ The Board of Trustees and Shareholders of Jamestown Balanced Fund, Jamestown Equity Fund, Jamestown Tax Exempt Virginia Fund, Jamestown International Equity Fund, and Jamestown Select Fund of the Williamsburg Investment Trust: We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Jamestown Balanced Fund, Jamestown Equity Fund, Jamestown Tax Exempt Virginia Fund, Jamestown International Equity Fund, and Jamestown Select Fund (the "Funds") (each a series of the Williamsburg Investment Trust), as of March 31, 2008, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years or periods in the period then ended, and the financial highlights for each of the five years or periods in the period then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds' internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2008, by correspondence with the custodian and brokers. 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 Jamestown Balanced Fund, Jamestown Equity Fund, Jamestown Tax Exempt Virginia Fund, Jamestown International Equity Fund, and Jamestown Select Fund at March 31, 2008, the results of their operations for the year then ended, the changes in their net assets for each of the two years or periods in the period then ended, and the financial highlights for each of the five years or periods in the period then ended, in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Cincinnati, Ohio May 16, 2008 51 THE JAMESTOWN FUNDS BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (UNAUDITED) ================================================================================ Overall responsibility for management of the Funds rests with the Board of Trustees. The Trustees serve during the lifetime of the Trust and until its termination, or until death, resignation, retirement or removal. The Trustees, in turn, elect the officers of the Funds. The officers have been elected for an annual term. The following are the Trustees and executive officers of the Funds:
POSITION HELD LENGTH OF TRUSTEE ADDRESS AGE WITH THE TRUST TIME SERVED - --------------------------------------------------------------------------------------------------------------------------------- * Charles M. Caravati, Jr. 931 Broad Street Road 71 Chairman and Since Manakin-Sabot, VA Trustee June 1991 - --------------------------------------------------------------------------------------------------------------------------------- * Austin Brockenbrough III 1802 Bayberry Court, Suite 400 71 Trustee and Since Richmond, VA Vice President September 1988 - --------------------------------------------------------------------------------------------------------------------------------- * John T. Bruce 800 Main Street 54 Trustee Since Lynchburg, VA September 1988 - --------------------------------------------------------------------------------------------------------------------------------- Robert S. Harris 100 Darden Boulevard 58 Trustee Since Charlottsville, VA January 2007 - --------------------------------------------------------------------------------------------------------------------------------- J. Finley Lee, Jr. 4488 Pond Apple Drive North 68 Trustee Since Naples, FL September 1988 - --------------------------------------------------------------------------------------------------------------------------------- Richard L. Morrill University of Richmond 68 Trustee Since Richmond, VA March 1993 - --------------------------------------------------------------------------------------------------------------------------------- Harris V. Morrissette 100 Jacintopport Boulevard 48 Trustee Since Saraland, AL March 1993 - --------------------------------------------------------------------------------------------------------------------------------- Erwin H. Will, Jr. 47 Willway Avenue 75 Trustee Since Richmond, VA July 1997 - --------------------------------------------------------------------------------------------------------------------------------- Samuel B. Witt III 302 Clovelly Road 72 Trustee Since Richmond, VA November 1988 - --------------------------------------------------------------------------------------------------------------------------------- Charles M. Caravati III 1802 Bayberry Court, Suite 400 43 President, Jamestown Since Richmond, VA Balanced Fund, Equity January 1996 Fund and International Equity Fund; Vice President, Jamestown Select Fund - --------------------------------------------------------------------------------------------------------------------------------- Joseph A. Jennings, III 1802 Bayberry Court, Suite 400 45 President, Jamestown Since Richmond, VA Tax Exempt Virginia Fund July 2005 - --------------------------------------------------------------------------------------------------------------------------------- Lawrence B. Whitlock, Jr. 1802 Bayberry Court, Suite 400 60 President, Jamestown Select Since Richmond, VA Fund; Vice President, February 2002 Jamestown Balanced Fund and Equity Fund - --------------------------------------------------------------------------------------------------------------------------------- Austin Brockenbrough IV 1802 Bayberry Court, Suite 400 38 Vice President, Jamestown Since Richmond, VA Select Fund August 2006 - --------------------------------------------------------------------------------------------------------------------------------- Peter L. Gibbes 1802 Bayberry Court, Suite 400 50 Vice President, Jamestown Since Richmond, VA Select Fund August 2006 - --------------------------------------------------------------------------------------------------------------------------------- Connie R. Taylor 1802 Bayberry Court, Suite 400 58 Vice President, Jamestown Since Richmond, VA Balanced Fund and March 1993 Equity Fund - --------------------------------------------------------------------------------------------------------------------------------- Robert G. Dorsey 225 Pictoria Drive, Suite 450 51 Vice President Since Cincinnati, OH November 2000 - --------------------------------------------------------------------------------------------------------------------------------- Mark J. Seger 225 Pictoria Drive, Suite 450 46 Treasurer Since Cincinnati, OH November 2000 - --------------------------------------------------------------------------------------------------------------------------------- John F. Splain 225 Pictoria Drive, Suite 450 51 Secretary Since Cincinnati, OH November 2000 - --------------------------------------------------------------------------------------------------------------------------------- Tina H. Bloom 225 Pictoria Drive, Suite 450 39 Chief Compliance Officer Since Cincinnati, OH August 2006 - ---------------------------------------------------------------------------------------------------------------------------------
* Messrs. Bruce, Brockenbrough are Caravati are "interested persons" of the Trust within the meaning of Section 2(a)(19) of the Investment Company Act of 1940. Charles M. Caravati, Jr. is the father of Charles M. Caravati III. 52 THE JAMESTOWN FUNDS BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (UNAUDITED) (CONTINUED) ================================================================================ Each Trustee oversees eleven portfolios of the Trust, including the Funds. The principal occupations of the Trustees and executive officers of the Funds during the past five years and public directorships held by the Trustees are set forth below: Charles M. Caravati, Jr. is a retired physician. He is also the retired President of Dermatology Associates of Virginia, P.C. Austin Brockenbrough III is President and Managing Director of the Adviser. He is a member of the Board of Directors of Tredegar Corporation (a plastics manufacturer) and Wilkinson O'Grady & Co., Inc. (a global asset manager). John T. Bruce is a Principal of Flippin, Bruce & Porter, Inc. (an investment advisory firm). Robert S. Harris is the C. Stewart Sheppard Professor of Business Administration at The Darden Graduate School of Business Administration at the University of Virginia. He was previously the dean at Darden. Professor Harris has published widely on corporate finance, financial markets and mergers and acquisitions and has served as a consultant to corporations and government agencies. J. Finley Lee, Jr. is a financial consultant and the Julian Price Professor Emeritus at the University of North Carolina. Richard L. Morrill is the Chancellor of the University of Richmond. He is also a member of the Board of Directors of Tredegar Corporation and Albemarle Corporation (polymers and chemicals manufacturer). Harris V. Morrissette is Chief Executive Officer of China Doll Rice Company. He is a member of the Board of Directors of BancTrust Financial Group, Inc. (a bank holding company) and EnergySouth, Inc. In addition, he is Chairman of Azalea Aviation, Inc. (an airplane fueling company). Erwin H. Will, Jr. is the retired Chief Investment Officer of Equities of Virginia Retirment System (VRS). Subsequent to his retirement, he temporarily served as Acting Managing Director of Equities for VRS. Samuel B. Witt III is the retired Senior Vice President and General Counsel of Stateside Associates, Inc. He is also a member of the Board of Directors of The Swiss Helvetia Fund, Inc. (a closed-end investment company). Charles M. Caravati III is a Managing Director of the Adviser. Joseph A. Jennings, III is Vice President and a Portfolio Manager of the Adviser. Lawrence B. Whitlock, Jr. is a Managing Director of the Adviser. Austin Brockenbrough IV is a Manager Director of the Adviser. Peter L. Gibbes is the Manager of Quantitative Analysis of the Adviser. Connie R. Taylor is an Administrator of the Adviser. Robert G. Dorsey is a Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC. 53 THE JAMESTOWN FUNDS BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (UNAUDITED) (CONTINUED) ================================================================================ Mark J. Seger is a Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC. John F. Splain is a Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC. Tina H. Bloom is Vice President of Administration of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC. Additional information about member of the Board of Trustees and executive officers is available in the Statement of Additional Information (SAI). To obtain a free copy of the SAI, please call 1-866-738-1126. FEDERAL TAX INFORMATION (UNAUDITED) ================================================================================ In accordance with federal tax requirements, the following provides shareholders with information concerning distributions from ordinary income and net realized gains made by the Funds during the fiscal year ended March 31, 2008. Certain dividends paid by the Funds may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Jamestown Balanced Fund, The Jamestown Equity Fund, The Jamestown Select Equity Fund and The Jamestown International Equity Fund intend to designate up to a maximum amount of $686,283, $144,305, $48,775 and $174,778, respectively, as taxed at a maximum rate of 15%. The Jamestown Balanced Fund, The Jamestown Equity Fund and The Jamestown Tax Exempt Virginia Fund designate $4,040,275, $2,662,535 and $17,179, respectively, as long-term gain distributions. For the fiscal year ended March 31, 2008, 51%, 100% and 100% of the dividends paid from ordinary income by The Jamestown Balanced Fund, The Jamestown Equity Fund and The Jamestown Select Fund, respectively, qualified for the dividends received deduction for corporations. As required by federal regulations, complete information will be computed and reported in conjunction with your 2008 Form 1099-DIV. 54 THE JAMESTOWN FUNDS ABOUT YOUR FUNDS' EXPENSES (UNAUDITED) ================================================================================ We believe it is important for you to understand the impact of costs on your investment. As a shareholder of the Funds, you may incur two types of costs: (1) transaction costs, including redemption fees; and (2) ongoing costs, including management fees and other Fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. A mutual fund's ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period (October 1, 2007 through March 31, 2008). The table below illustrates each Fund's costs in two ways: ACTUAL FUND RETURN - This section helps you to estimate the actual expenses that you paid over the period. The "Ending Account Value" shown is derived from each Fund's actual return, and the third column shows the dollar amount of operating expenses that would have been paid by an investor who started with $1,000 in the Funds. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Funds under the heading "Expenses Paid During Period." HYPOTHETICAL 5% RETURN - This section is intended to help you compare the Funds' costs with those of other mutual funds. It assumes that each Fund had an annual return of 5% before expenses during the period shown, but that the expense ratio is unchanged. In this case, because the returns used are not the Funds' actual returns, the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess each Fund's costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds. Note that expenses shown in the table are meant to highlight and help you compare ongoing costs only. The Funds do not charge sales loads. However, a redemption fee of 2% is applied on the sale of shares of The Jamestown International Equity Fund held for less than 90 days. The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions. More information about the Funds' expenses, including annual expense ratios for the prior five fiscal years, can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Funds' prospectus. 55 THE JAMESTOWN FUNDS ABOUT YOUR FUNDS' EXPENSES (UNAUDITED) (CONTINUED) ================================================================================ Beginning Ending Account Value Account Value Expenses October 1, March 31, Paid During 2007 2008 Period * - -------------------------------------------------------------------------------- THE JAMESTOWN BALANCED FUND - -------------------------------------------------------------------------------- Based on Actual Fund Return $ 1,000.00 $ 946.80 $ 4.77 Based on Hypothetical 5% Return (before expenses) $ 1,000.00 $ 1,020.10 $ 4.95 - -------------------------------------------------------------------------------- THE JAMESTOWN EQUITY FUND - -------------------------------------------------------------------------------- Based on Actual Fund Return $ 1,000.00 $ 900.70 $ 4.61 Based on Hypothetical 5% Return (before expenses) $ 1,000.00 $ 1,020.15 $ 4.90 - -------------------------------------------------------------------------------- THE JAMESTOWN SELECT FUND - -------------------------------------------------------------------------------- Based on Actual Fund Return $ 1,000.00 $ 894.40 $ 5.83 Based on Hypothetical 5% Return (before expenses) $ 1,000.00 $ 1,018.85 $ 6.21 - -------------------------------------------------------------------------------- THE JAMESTOWN TAX EXEMPT VIRGINIA FUND - -------------------------------------------------------------------------------- Based on Actual Fund Return $ 1,000.00 $ 1,023.40 $ 3.49 Based on Hypothetical 5% Return (before expenses) $ 1,000.00 $ 1,021.55 $ 3.49 - -------------------------------------------------------------------------------- THE JAMESTOWN INTERNATIONAL EQUITY FUND - -------------------------------------------------------------------------------- Based on Actual Fund Return $ 1,000.00 $ 918.00 $ 6.95 Based on Hypothetical 5% Return (before expenses) $ 1,000.00 $ 1,017.75 $ 7.31 - -------------------------------------------------------------------------------- * Expenses are equal to the Funds' annualized expense ratios for the period as stated below, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). The Jamestown Balanced Fund 0.98% The Jamestown Equity Fund 0.97% The Jamestown Select Fund 1.23% The Jamestown Tax Exempt Virginia Fund 0.69% The Jamestown International Equity Fund 1.44% 56 THE JAMESTOWN FUNDS OTHER INFORMATION (UNAUDITED) ================================================================================ A description of the policies and procedures that the Funds use to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-866-738-1126, or on the Securities and Exchange Commission's ("SEC") website at http://www.sec.gov. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge upon request by calling toll-free 1-866-738-1126, or on the SEC's website at http://www.sec.gov. The Trust files a complete listing of portfolio holdings of the Funds with the SEC as of the first and third quarters of each fiscal year on Form N-Q. The filings are available upon request, by calling 1-866-738-1126. Furthermore, you may obtain a copy of these filings on the SEC's website at http://www.sec.gov. The Trust's Forms N-Q may also be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. 57 THE JAMESTOWN FUNDS DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED) ================================================================================ At an in-person meeting held on February 12, 2008, the Board of Trustees, including a majority of the Independent Trustees, approved the continuance for a one-year period of the Investment Advisory Agreements with the Adviser on behalf of The Jamestown Balanced Fund, The Jamestown Equity Fund, The Jamestown Select Fund, The Jamestown International Equity Fund and The Jamestown Tax Exempt Virginia Fund, as well as the Sub-Advisory Agreement with Oechsle on behalf of The Jamestown International Equity Fund. Below is a discussion of the factors considered by the Board of Trustees along with their conclusions with respect thereto that formed the basis for the Board's approvals. In selecting the Adviser and approving the most recent annual continuance of the Investment Advisory Agreements and the Sub-Advisory Agreement, the Trustees considered all information they deemed reasonably necessary to evaluate the terms of the Agreements. The principal areas of review by the Trustees were the nature, extent and quality of the services provided by the Adviser and Oechsle and the reasonableness of the fees charged for those services. These matters were considered by the Independent Trustees consulting with experienced counsel for the Independent Trustees, who is independent of the Adviser. The Trustees' evaluation of the quality of the Adviser's services took into account their knowledge and experience gained through meetings with and reports of the Adviser's senior management over the course of the preceding year. Both short-term and long-term investment performance of the Funds was considered. Each Fund's performance was compared to its performance benchmark and to that of competitive funds with similar investment objectives and to the Adviser's comparably managed private accounts. The Trustees also considered the scope and quality of the in-house capabilities of the Adviser and other resources dedicated to performing services for the Funds. The quality of administrative and other services, including the Adviser's role in coordinating the activities of the Funds' other service providers, were considered in light of the Funds' compliance with investment policies and applicable laws and regulations and of related reports by management and the Funds' independent public accountants in periodic meetings with the Trust's Audit Committee. The Trustees also considered the business reputation of the Adviser and Oechsle, the qualifications of their key investment and compliance personnel, and the Adviser's financial resources. In reviewing the fees payable under the Investment Advisory Agreements, the Trustees compared the advisory fees and overall expense levels of each Fund with those of competitive funds with similar investment objectives as well as the private accounts managed by the Adviser. The Trustees considered information provided by the Adviser concerning the Adviser's profitability with respect to each Fund, including the assumptions and methodology used in preparing the profitability information, in light of applicable case law relating to advisory fees. For these purposes, the Trustees took into account not only the fees paid by the Funds, but also so-called "fallout" benefits to the Adviser and Oechsle, such as the benefits of 58 THE JAMESTOWN FUNDS DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED) (CONTINUED) ================================================================================ research made available to the Adviser and Oechsle by reason of brokerage commissions generated by the Funds' securities transactions. The Trustees also reviewed the revenue sharing arrangements relating to the Funds, whereby fees are paid by the Adviser to various intermediaries that direct assets to the Funds. In evaluating the Funds' advisory fees, the Trustees took into account the complexity and quality of the investment management of the Funds. Based upon their review of this information, the Independent Trustees concluded that: (i) based on the 2007 performance of The Jamestown Balanced Fund, The Jamestown Equity Fund, The Jamestown Select Fund and The Jamestown Tax-Exempt Virginia Fund, which exceeded the returns of their respective benchmarks, as well as the longer term performance of such Funds, they believe that the Adviser has provided quality portfolio managment services to the Funds; (ii) in spite of the disappointing performance of The Jamestown International Equity Fund in 2007 and prior periods, they believe that it is in the best interests of shareholders to continue the portfolio management services for Oechsle pending a definitive recommendation from the Adviser as to its plans for that Fund; (iii) the investment advisory fees of The Jamestown Balanced Fund, The Jamestown Equity Fund, The Jamestown Select Fund and The Jamestown Tax-Exempt Virginia Fund are competitive and each Fund's operating expense ratio is lower than the average expense ratio for comparably managed funds, according to statistics derived from Morningstar, Inc.; and (iv) the Adviser's voluntary commitment to cap overall operating expenses by waiving a portion of its advisory fees has enabled The Jamestown International Equity Fund to increase returns for shareholders of the Fund and maintain an overall expense ratio that is competitive with the average of similarly managed funds, despite the small size of the Fund. Given the current size of the Funds and their expected growth, the Independent Trustees did not believe that at the present time it would be relevant to consider the extent to which economies of scale would be realized as the Funds grow, and whether fee levels reflect these economies of scale. The Independent Trustees also considered the "fallout" benefits to, and the profitability of, the Adviser with respect to the Funds, but given the amounts involved viewed these as secondary factors in connection with the evaluation of the reasonableness of the advisory fees paid by the Funds. No single factor was considered in isolation or to be determinative to the decision of the Trustees to approve continuance of the Investment Advisory Agreements and the Sub-Advisory Agreement. Rather the Trustees concluded, in light of a weighing and balancing of all factors considered, that it was in the best interests of each Fund and its shareholders to continue its Investment Advisory Agreement (and, with respect to the The Jamestown International Equity Fund, the Sub-Advisory Agreement) without modification to its terms, including the fees charged for services thereunder. 59 THIS PAGE INTENTIONALLY LEFT BLANK. THIS PAGE INTENTIONALLY LEFT BLANK. ================================================================================ THE JAMESTOWN FUNDS INVESTMENT ADVISER Lowe, Brockenbrough & Company, Inc. 1802 Bayberry Court Suite 400 Richmond, Virginia 23226 www.jamestownfunds.com ADMINISTRATOR Ultimus Fund Solutions, LLC P.O. Box 46707 Cincinnati, Ohio 45246-0707 (Toll-Free) 1-866-738-1126 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 1900 Scripps Center 312 Walnut Street Cincinnati, Ohio 45202 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. Robert S. Harris J. Finley Lee, Jr. Richard L. Morrill Harris V. Morrissette Erwin H. Will, Jr. Samuel B. Witt, III ================================================================================ ================================================================================ THE GOVERNMENT STREET FUNDS No-Load Mutual Funds Annual Report March 31, 2008 ================================================================================ T. Leavell & Associates, Inc. ----------------------------- INVESTMENT ADVISER ----------------------------- Founded 1979 ================================================================================ The Government Street Equity Fund The Government Street Mid-Cap Fund The Alabama Tax Free Bond Fund ================================================================================ LETTER FROM THE PRESIDENT MAY 27, 2008 ================================================================================ Dear Fellow Shareholders: We are enclosing for your review the audited Annual Report of The Government Street Funds for the year ended March 31, 2008. THE GOVERNMENT STREET EQUITY FUND - --------------------------------- The Government Street Equity Fund had a negative return of -3.51% for the fiscal year ended March 31, 2008. By comparison, the S&P 500 Index and the Morningstar Large Blend Equity category were down -5.08% and -5.27%, respectively. While the good relative performance is welcomed in the short run, we are never satisfied with less than positive absolute returns. The stock market, as proxied by the S&P 500 Index, took a real downward turn beginning in October, 2007. During this six month period, the last half of the fiscal year, the S&P 500 was down -12.46%. This result was primarily attributable to the total disarray in credit markets caused by growing defaults in mortgage securities, structured investments and auction rate securities. Additionally, continued increases in the cost of oil and consequently gas pump prices began to negatively impact the largest part of our economy, as represented by the consumer. As the fiscal year drew to a close, all the maladies previously listed seemed to reach a climatic level. Throw in a highly competitive and controversial Presidential primary, the contentious Iraq war, Presidential and Congressional public confidence levels at historic lows, new records for our national debt and continuing hedge fund abuses, all one could do is wonder if the oft predicted recession/slowdown is upon us. When viewed in the context of the economic scenario stated, the returns of The Government Street Equity Fund and the stock market in general were not too bad. Hopefully, the remainder of calendar 2008 will yield a positive framework for equities, which has usually been the case during the period leading up to a Presidential election. The 10 largest holdings in the Fund at March 31, 2008 are: iShares MSCI EAFE Index Fund 5.5% Bank of America Corporation 3.5% Procter and Gamble Company (The) 2.9% U.S. Bancorp 2.7% Vanguard FTSE All-World Ex-US Index ETF 2.7% Hewlett-Packard Company 2.5% Philip Morris International, Inc. 2.5% Chevron Corporation 2.4% Emerson Electric Company 2.3% Caterpillar, Inc. 2.3% As might be expected, the performance of securities within the portfolio's energy sector were superior during the fiscal year with positive returns of 29.24% and 25.67% for the growth and value groups, respectively. The Fund's energy holdings consisted of British Petroleum, Exxon-Mobil, TransOcean, Inc., XTO Energy, Apache Corp., Chevron, ConocoPhillips, Spectra Energy and Valero Energy. 1 Equally expected, the portfolio's securities in the Financial sector turned in the worst performance for the fiscal year. The portfolio's growth and value Financial securities were down -20.01% and -13.31%, respectively. The Fund's financial holdings consisted of American Express, Bank of America Corp., Aegon (ARS), AFLAC, Inc., Goldman Sachs Group, Charles Schwab and U.S. Bancorp. Note: The investment performances listed for economic sectors in the two preceding paragraphs are extracted from an in-house independent internal rate of return computation by the Advent Axys portfolio accounting system. The calculations are for gross investment returns of the total economic sectors. Total investment returns are for the fiscal year April 1, 2007 through March 31, 2008. As 2008 unfolds, we anticipate continued slowing of the overall economy as the aforementioned maladies play out. We do not see many of the dislocations being temporary, but rather indicative of a restructuring of the importance of certain areas of our economy. It is believed that the new supply-demand scenario for energy will extend far into the future. Shifts may well occur within the category, but rapid development internationally will keep the pressures on demand. We find this upward pressure to be expected throughout the commodity related economic sectors. Again, international development is the primary determinant of the emphasis. The Consumer and Financials sectors should continue to be under pressure. Finance will be adversely affected by the continued attempt to correct the abusive and greedy excesses that permeate the banking, investment banking and brokerage industries. The consumer will be continually confronted with decisions on consumption of discretionary goods and services versus the needs for economical transportation and basic necessities. The Government Street Equity Fund continues to maintain wide diversification across all economic sectors. We continue to make individual security selections that we believe are positioned to perform well for investors. Even in difficult times, there are companies within each economic sector that turn in superior results. Additionally, we are increasingly convinced that a good equity portfolio will contain both direct and indirect international exposure. Direct investment is self explanatory and demonstrated through holdings in international exchange traded funds and American Depositary Receipts of individual stocks. Indirect investment is through domestic companies such as Caterpillar, General Electric, etc. which have substantial international exposure. As stated in a previous annual letter, we anticipate reaching approximately 20% participation in international investments with ongoing investments. In summary, we believe your Fund is positioned for the future with a widely diversified portfolio of high quality investments. We believe that better relative performance of the past year is indicative of the benefits of this diversification. It is our belief that a portfolio that is managed with less risk will yield higher compounded returns both absolutely and relatively. 2 As of March 31, 2008, the Fund's net assets were $67,266,882; net t 6 0 asset value per share was $44.76; and the ratio of expenses to net average assets was 0.84%. Portfolio turnover rate was 12%. Income dividends of $.57 per share were distributed during the year. THE GOVERNMENT STREET MID-CAP FUND - ---------------------------------- The Government Street Mid-Cap Fund completed its fourth full fiscal year on March 31, 2008. The Fund produced a one year total return of -3.99%, compared to the benchmark S&P MidCap 400 Index return of -6.97%. Of the ten sectors in the S&P MidCap 400, only three had positive performance over the past year - Energy, Materials and Industrials. The poorest performing sectors were Telecom, Consumer Discretionary and Financials. The Government Street Mid-Cap Fund benefited from slight underweightings in Consumer Discretionary and Financials. Some of the strongest stocks in the Fund over the past year were Cree, Inc. (+69%), FMC Technologies (+68%), Gamestop Corp. (+61%) and Jacobs Engineering Group (+59%). The outperformance of the Fund over the past year is attributable to timely stock selection, as well as beneficial sector exposure compared to the S&P MidCap 400. The longer term performance was also good as the Fund has produced a three-year annualized return of 6.60%, compared to the S&P 400 return of 7.06% and the S&P 500 return of 5.85%. Some of the top performers in the Fund over the past three years were Steel Dynamics (+338%), FMC Technologies (+234%), Gilead Sciences (+199%) and Jacobs Engineering Group (+191%). Over the past twelve months, growth stocks have outperformed value stocks by a significant margin, although longer time periods of five and ten years still show value stocks with an edge. The outperformance that growth stocks enjoyed over most of 2007 reversed in the first quarter of 2008. Historically, growth stocks tend to do better in the latter stages of an expansion and in the early part of a recession while value stocks typically outperform late in a recession and early in an expansionary phase. The long-term performance edge that mid-cap stocks have had over large-cap stocks was put on hold over the last twelve months ended March 31, 2008 as the S&P 500 returned -5.08% compared to a -6.97% return for the S&P MidCap 400. The long-term performance advantage remains fairly dramatic in favor of mid-cap stocks, as illustrated by the ten year annualized return of the S&P 400 as of March 31, 2008 of 9.02%, which significantly outpaced the S&P 500 return of 3.50%. Large cap stocks typically outperform in bear markets and current valuations make large cap stocks more attractive in our opinion than mid- and small-cap stocks. As a result, we may see continued outperformance of large-cap stocks. The current consensus on the economy is that we are in a recession. If that is not the case, at a minimum the economic growth rate has significantly slowed. There are several factors contributing to the economic uncertainty including weakness in the housing market, record oil and commodity prices, continuing depreciation of the dollar and increasing unemployment. These factors put considerable pressure on our economy and make it difficult to determine a timeframe for the recovery. The Federal 3 Reserve Board has been aggressive in cutting interest rates as the economy has slowed and there is not much room left for further cuts. Rates should stay near current levels until the economy starts to gain some traction or inflation picks up, in which case the Fed will have to raise rates in an attempt to slow rising prices. While the majority of reports on the market and economy point out the current challenges, there are a few positives that could lead to improved markets in the future. There are near record levels of cash in money market funds that could move into the stock market once investors regain confidence in the economy. Private equity funds have raised huge sums of cash over the past few years and that cash combined with the typical leverage that they employ gives these firms a lot of buying power. Foreign flows into U.S. investments have continued to remain strong and several developing nations have excess reserves that are to be invested for above government debt returns. So while we do have a number of economic challenges to work through, there is also a lot of available capital to flow into the market when investors get some clarity on the economy. As of March 31, 2008, the net assets of The Government Street Mid Cap Fund were $31,423,692 and the net asset value per share was $12.28. The turnover rate for the previous twelve months was 11% and the total number of holdings is 150. The net expense ratio for the Fund is 1.10%. THE ALABAMA TAX FREE BOND FUND - ------------------------------ Investors in fixed income securities have experienced quite a tumultuous time during the last twelve months. The sub prime mortgage crisis and the faltering housing market had widespread implications for fixed income markets. Municipal bond insurance companies came under pressure as their liabilities were scrutinized for potential losses. Municipal bond investors came to the realization that the underlying credit of the issuing municipality, rather than the AAA rating of the insurance company, would be critical in the valuation of municipal securities. As manager to The Alabama Tax Free Bond Fund, we have always focused on the creditworthiness of the issuer over and above the rating provided by the rating agencies. As a result, securities held in the Fund saw little negative pricing impact from this market adjustment. As the fallout from the sub prime crisis spread across the credit markets, the Federal Reserve Board initiated a series of interest rate cuts. The Federal Funds target rate was slashed a total of 300 basis points, from 5.25% on March 31, 2007 to 2.25% on March 31, 2008. As a result, the yield curve steepened dramatically over the course of the last twelve months to the point that the spread between a two-year municipal bond and a 10-year municipal bond increased from 15 basis points to 150 basis points. This positive spread provides some incentive for portfolio managers to extend maturities within their portfolios. It should also be noted that higher long-term interest rates are partially attributable to increasing inflationary expectations as a result of the surge in commodity prices. For the twelve months ended March 31, 2008, the Fund had a return of 4.66%, as compared to a return of 5.59% for the Lehman 7-year Municipal Bond Index, 6.31% for the Lehman 3-year Municipal Bond Index and 2.52% for the Lipper Intermediate Municipal Fund Index. The Alabama Tax Free 4 Bond Fund has consistently maintained a shorter average maturity and higher rated securities, on average, than those comprising the comparable indices. As of March 31, 2008, the Fund held no securities rated lower than AA, and two-thirds of the portfolio was rated AAA. The average maturity of the Fund at fiscal year-end was 4.1 years, compared to 4.7 years a year ago. We would be remiss in not mentioning a recent United States Supreme Court ruling which had implications for single state municipal bond funds. The Court's decision reversed a Kentucky lower court ruling and affirmed the state's authority to exempt from state taxes interest on in-state municipal bonds for residents, while permitting the taxation of interest received from out-of-state municipal bonds. The Court noted the adverse impact on single state funds if the Kentucky ruling were allowed to stand and suggested that the disappearance of such funds would adversely impact both investors and municipal issuers and radically change the way such issuers finance long-term municipal projects. Investors in The Alabama Tax Free Bond Fund should expect the manager to remain committed to achieving the primary objectives of preserving principal value while generating income which is exempt form both Federal and Alabama state income taxes. The Fund's duration and average maturity will be adjusted in a manner consistent with these objectives, and we expect the quality of holdings in the portfolio will be maintained at levels consistently above average. The net assets of the Fund as of March 31, 2008 were $25,426,397 and the net asset value per share was $10.50. The ratio of net investment income to average net assets during the fiscal year was 3.46%. Portfolio turnover rate was 6%. Thank you for your continued confidence in The Government Street Funds. Please call us if we can be of further service to you. Very truly yours, /s/ Thomas W. Leavell Thomas W. Leavell President T. Leavell & Associates, Inc. The Government Street Funds THIS REPORT IS SUBMITTED FOR THE GENERAL INFORMATION OF THE SHAREHOLDERS OF THE FUNDS. THE REPORT IS NOT AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUNDS UNLESS IT IS ACCOMPANIED BY A CURRENT PROSPECTUS. THIS REPORT REFLECTS OUR VIEWS, OPINIONS AND PORTFOLIO HOLDINGS AS OF MARCH 31, 2008, THE END OF THE REPORTING PERIOD. THESE VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED UPON MARKET OR OTHER CONDITIONS. FOR MORE CURRENT INFORMATION THROUGHOUT THE YEAR PLEASE VISIT WWW.TLEAVELL.COM. 5 THE GOVERNMENT STREET EQUITY FUND PERFORMANCE INFORMATION (UNAUDITED) ================================================================================ THE GOVERNMENT STREET EQUITY FUND Comparison of the Change in Value of a $10,000 Investment in the Government Street Equity Fund and the Standard & Poor's 500 Index [LINE GRAPH OMITTED] STANDARD & POOR'S 500 INDEX THE GOVERNMENT STREET EQUITY FUND ---------------------------- --------------------------------- DATE VALUE DATE VALUE ---- ------- ---- ------- 03/31/98 $ 10,000 03/31/98 $ 10,000 06/30/98 10,330 06/30/98 10,163 09/30/98 9,303 09/30/98 9,244 12/31/98 11,284 12/31/98 11,177 03/31/99 11,846 03/31/99 11,481 06/30/99 12,681 06/30/99 12,364 09/30/99 11,889 09/30/99 11,553 12/31/99 13,658 12/31/99 13,157 03/31/00 13,971 03/31/00 13,770 06/30/00 13,600 06/30/00 13,502 09/30/00 13,468 09/30/00 13,452 12/31/00 12,415 12/31/00 12,652 03/31/01 10,943 03/31/01 10,932 06/30/01 11,583 06/30/01 11,388 09/30/01 9,883 09/30/01 9,896 12/31/01 10,939 12/31/01 11,006 03/31/02 10,969 03/31/02 11,083 06/30/02 9,500 06/30/02 9,623 09/30/02 7,858 09/30/02 8,093 12/31/02 8,521 12/31/02 8,662 03/31/03 8,253 03/31/03 8,371 06/30/03 9,523 06/30/03 9,619 09/30/03 9,776 09/30/03 9,916 12/31/03 10,966 12/31/03 11,096 03/31/04 11,152 03/31/04 11,392 06/30/04 11,344 06/30/04 11,485 09/30/04 11,132 09/30/04 11,085 12/31/04 12,159 12/31/04 12,126 03/31/05 11,898 03/31/05 11,765 06/30/05 12,061 06/30/05 11,926 09/30/05 12,496 09/30/05 12,463 12/31/05 12,756 12/31/05 12,733 03/31/06 13,293 03/31/06 13,223 06/30/06 13,102 06/30/06 12,956 09/30/06 13,844 09/30/06 13,088 12/31/06 14,771 12/31/06 13,914 03/31/07 14,866 03/31/07 14,153 06/30/07 15,799 06/30/07 14,870 09/30/07 16,120 09/30/07 15,351 12/31/07 15,583 12/31/07 14,967 03/31/08 14,111 03/31/08 13,656 Past performance is not predictive of future performance. - -------------------------------------------------------------------------------- Average Annual Total Returns(a) (for periods ended March 31, 2008) 1 YEAR 5 YEARS 10 YEARS The Government Street Equity Fund -3.51% 10.28% 3.17% Standard & Poor's 500 Index -5.08% 11.32% 3.50% - -------------------------------------------------------------------------------- (a) Total return is a measure of the change in value of an investment in the Fund over the periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. 6 THE GOVERNMENT STREET MID-CAP FUND PERFORMANCE INFORMATION (UNAUDITED) ================================================================================ THE GOVERNMENT STREET MID-CAP FUND Comparison of the Change in Value of a $10,000 Investment in The Government Street Mid-Cap Fund and the Standard & Poor's MidCap 400 Index [LINE GRAPH OMITTED] STANDARD & POOR'S MIDCAP 400 INDEX THE GOVERNMENT STREET MID-CAP FUND ----------------------------------- ---------------------------------- DATE VALUE DATE VALUE ---- ------- ---- ------- 11/17/03 $ 10,000 11/17/03 $ 10,000 12/31/03 10,435 12/31/03 10,218 03/31/04 10,963 03/31/04 10,683 06/30/04 11,069 06/30/04 10,808 09/30/04 10,837 09/30/04 10,652 12/31/04 12,155 12/31/04 11,602 03/31/05 12,106 03/31/05 11,696 06/30/05 12,623 06/30/05 12,223 09/30/05 13,239 09/30/05 12,855 12/31/05 13,682 12/31/05 13,226 03/31/06 14,725 03/31/06 14,211 06/30/06 14,262 06/30/06 13,628 09/30/06 14,108 09/30/06 13,352 12/31/06 15,094 12/31/06 13,967 03/31/07 15,969 03/31/07 14,755 06/30/07 16,902 06/30/07 15,575 09/30/07 16,755 09/30/07 15,732 12/31/07 16,298 12/31/07 15,561 03/31/08 14,855 03/31/08 14,167 Past performance is not predictive of future performance. - -------------------------------------------------------------------------------- Average Annual Total Returns(a) (for periods ended March 31, 2008) 1 YEAR SINCE INCEPTION* The Government Street Mid-Cap Fund -3.99% 8.30% Standard & Poor's MidCap 400 Index -6.97% 9.47% - -------------------------------------------------------------------------------- (a) Total return is a measure of the change in value of an investment in the Fund over the periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. The return does not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. * Initial public offering of shares was November 17, 2003. 7 THE ALABAMA TAX FREE BOND FUND PERFORMANCE INFORMATION (UNAUDITED) ================================================================================ THE ALABAMA TAX FREE BOND FUND Comparison of the Change in Value of a $10,000 Investment in the Alabama Tax Free Bond Fund, the Lehman 7-Year Municipal Bond Index, the Lehman 3-Year Municipal Bond Index and the Lipper Intermediate Municipal Fund Index [LINE GRAPH OMITTED]
LEHMAN 3-YEAR THE ALABAMA TAX FREE LEHMAN 7-YEAR LIPPER INTERMEDIATE MUNICIPAL BOND INDEX BOND FUND MUNICIPAL BOND INDEX MUNICIPAL FUND INDEX - ---------------------- ---------------------- ---------------------- ---------------------- DATE VALUE DATE VALUE DATE VALUE DATE VALUE ---- ------- ---- ------- ---- ------- ---- ------- 03/31/98 $ 10,000 03/31/98 $ 10,000 03/31/98 $ 10,000 03/31/98 $ 10,000 06/30/98 10,113 06/30/98 10,115 06/30/98 10,112 06/30/98 10,122 09/30/98 10,313 09/30/98 10,377 09/30/98 10,450 09/30/98 10,403 12/31/98 10,413 12/31/98 10,436 12/31/98 10,516 12/31/98 10,462 03/31/99 10,529 03/31/99 10,473 03/31/99 10,599 03/31/99 10,520 06/30/99 10,483 06/30/99 10,302 06/30/99 10,425 06/30/99 10,344 09/30/99 10,587 09/30/99 10,333 09/30/99 10,508 09/30/99 10,350 12/31/99 10,618 12/31/99 10,333 12/31/99 10,499 12/31/99 10,318 03/31/00 10,725 03/31/00 10,509 03/31/00 10,657 03/31/00 10,500 06/30/00 10,874 06/30/00 10,636 06/30/00 10,834 06/30/00 10,627 09/30/00 11,049 09/30/00 10,837 09/30/00 11,078 09/30/00 10,849 12/31/00 11,280 12/31/00 11,179 12/31/00 11,451 12/31/00 11,213 03/31/01 11,576 03/31/01 11,424 03/31/01 11,746 03/31/01 11,466 06/30/01 11,716 06/30/01 11,478 06/30/01 11,831 06/30/01 11,551 09/30/01 11,994 09/30/01 11,739 09/30/01 12,157 09/30/01 11,850 12/31/01 12,022 12/31/01 11,667 12/31/01 12,044 12/31/01 11,751 03/31/02 12,084 03/31/02 11,722 03/31/02 12,158 03/31/02 11,835 06/30/02 12,439 06/30/02 12,120 06/30/02 12,676 06/30/02 12,254 09/30/02 12,715 09/30/02 12,590 09/30/02 13,229 09/30/02 12,728 12/31/02 12,831 12/31/02 12,649 12/31/02 13,246 12/31/02 12,731 03/31/03 12,939 03/31/03 12,738 03/31/03 13,426 03/31/03 12,857 06/30/03 13,053 06/30/03 12,987 06/30/03 13,783 06/30/03 13,140 09/30/03 13,197 09/30/03 13,012 09/30/03 13,866 09/30/03 13,166 12/31/03 13,174 12/31/03 13,058 12/31/03 13,986 12/31/03 13,286 03/31/04 13,297 03/31/04 13,171 03/31/04 14,198 03/31/04 13,440 06/30/04 13,171 06/30/04 12,937 06/30/04 13,864 06/30/04 13,175 09/30/04 13,421 09/30/04 13,225 09/30/04 14,331 09/30/04 13,569 12/31/04 13,446 12/31/04 13,271 12/31/04 14,450 12/31/04 13,665 03/31/05 13,345 03/31/05 13,163 03/31/05 14,304 03/31/05 13,564 06/30/05 13,506 06/30/05 13,356 06/30/05 14,683 06/30/05 13,889 09/30/05 13,525 09/30/05 13,348 09/30/05 14,622 09/30/05 13,862 12/31/05 13,563 12/31/05 13,394 12/31/05 14,698 12/31/05 13,940 03/31/06 13,579 03/31/06 13,400 03/31/06 14,680 03/31/06 13,954 06/30/06 13,625 06/30/06 13,438 06/30/06 14,705 06/30/06 13,960 09/30/06 13,889 09/30/06 13,671 09/30/06 15,179 09/30/06 14,373 12/31/06 13,976 12/31/06 13,749 12/31/06 15,284 12/31/06 14,479 03/31/07 14,112 03/31/07 13,854 03/31/07 15,422 03/31/07 14,588 06/30/07 14,150 06/30/07 13,866 06/30/07 15,324 06/30/07 14,513 09/30/07 14,419 09/30/07 14,095 09/30/07 15,757 09/30/07 14,773 12/31/07 14,675 12/31/07 14,305 12/31/07 16,057 12/31/07 14,943 03/31/08 15,003 03/31/08 14,500 03/31/08 16,284 03/31/08 14,956
Past performance is not predictive of future performance. - -------------------------------------------------------------------------------- Average Annual Total Returns(a) (for periods ended March 31, 2008) 1 YEAR 5 YEARS 10 YEARS The Alabama Tax Free Bond Fund 4.66% 2.62% 3.78% Lehman 7-Year Municipal Bond Index 5.59% 3.92% 4.99% Lehman 3-Year Municipal Bond Index 6.31% 2.95% 4.11% Lipper Intermediate Municipal Fund Index 2.52% 3.07% 4.11% - -------------------------------------------------------------------------------- (a) Total return is a measure of the change in value of an investment in the Fund over the periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. 8 THE GOVERNMENT STREET EQUITY FUND PORTFOLIO INFORMATION MARCH 31, 2008 (UNAUDITED) ================================================================================ INDUSTRY CONCENTRATION VS. THE S&P 500 INDEX [BAR CHART OMITTED] (% OF NET ASSETS) The Government Street S&P 500 Equity Fund Index ----------------------------- Consumer Discretionary 6.5% 8.6% Consumer Staples 9.0% 11.1% Energy 12.6% 13.3% Financials 15.2% 16.8% Health Care 12.0% 11.7% Industrials 14.8% 12.2% Information Technology 13.3% 15.7% Materials 2.6% 3.6% Telecommunications Services 1.2% 3.4% Utilities 2.1% 3.6% Exchange-Traded Funds 9.0% 0.0% Cash Equivalents 1.7% 0.0% TOP TEN EQUITY HOLDINGS SECURITY DESCRIPTION % OF NET ASSETS - -------------------------------------------------------------------------------- iShares MSCI EAFE Index Fund 5.5% Bank of America Corporation 3.5% Procter & Gamble Company (The) 2.9% U.S. Bancorp 2.7% Vanguard FTSE All-World Ex-US Index ETF 2.7% Hewlett-Packard Company 2.5% Philip Morris International, Inc. 2.5% Chevron Corporation 2.4% Emerson Electric Company 2.3% Caterpillar, Inc. 2.3% 9 THE GOVERNMENT STREET MID-CAP FUND PORTFOLIO INFORMATION MARCH 31, 2008 (UNAUDITED) ================================================================================ INDUSTRY CONCENTRATION VS. THE S&P MIDCAP 400 INDEX [BAR CHART OMITTED] (% OF NET ASSETS) The Government Street S&P MidCap Mid-Cap Fund 400 Index ------------------------------- Consumer Discretionary 8.9% 12.4% Consumer Staples 3.1% 3.4% Energy 8.1% 10.1% Financials 13.6% 16.2% Health Care 14.3% 12.2% Industrials 16.2% 16.1% Information Technology 13.1% 13.6% Materials 6.0% 7.5% Telecommunications Services 0.1% 0.5% Utilities 7.5% 8.0% Cash Equivalents 9.1% 0.0% TOP TEN EQUITY HOLDINGS SECURITY DESCRIPTION % OF NET ASSETS - -------------------------------------------------------------------------------- Gilead Sciences, Inc. 2.0% Covance, Inc. 1.8% SPX Corporation 1.7% Steel Dynamics, Inc. 1.4% Stericycle, Inc. 1.4% Equitable Resources, Inc. 1.3% Jacobs Engineering Group, Inc. 1.3% State Street Corporation 1.1% Coventry Health Care, Inc. 1.1% AMETEK, Inc. 1.0% 10 THE ALABAMA TAX FREE BOND FUND PORTFOLIO INFORMATION MARCH 31, 2008 (UNAUDITED) ================================================================================ ASSET ALLOCATION [PIE CHART OMITTED] Revenue Bonds 37.4% General Oligation Bonds 45.9% Pre-Refunded & Escrowed Bonds 13.3% Cash Equivalents 3.4% DISTRIBUTION BY RATING ------------------------------------------- RATING % HOLDINGS ------ ---------- AAA 65.8% AA 34.2% 11 THE GOVERNMENT STREET EQUITY FUND SCHEDULE OF INVESTMENTS MARCH 31, 2008 ================================================================================ SHARES COMMON STOCKS -- 89.3% VALUE - -------------------------------------------------------------------------------- CONSUMER DISCRETIONARY -- 6.5% 5,000 Coach, Inc. (a) ................................... $ 150,750 5,000 GameStop Corporation (a) .......................... 258,550 26,500 Home Depot, Inc. .................................. 741,205 4,000 ITT Educational Services, Inc. (a) ................ 183,720 24,000 Johnson Controls, Inc. ............................ 811,200 10,000 Matsushita Electric Industrial Company Ltd. ....... 217,100 11,000 NIKE, Inc. - Class B .............................. 748,000 40,000 Walt Disney Company (The) ......................... 1,255,200 ------------ 4,365,725 ------------ CONSUMER STAPLES -- 9.0% 33,000 Altria Group, Inc. ................................ 732,600 22,836 Kraft Foods, Inc. ................................. 708,144 10,000 PepsiCo, Inc. ..................................... 722,000 33,000 Philip Morris International, Inc. (a) ............. 1,669,140 28,000 Procter & Gamble Company (The) .................... 1,961,960 5,000 Wal-Mart Stores, Inc. ............................. 263,400 ------------ 6,057,244 ------------ ENERGY -- 12.4% 11,614 Apache Corporation ................................ 1,403,204 7,300 BP plc - ADR ...................................... 442,745 19,000 Chevron Corporation ............................... 1,621,840 18,500 ConocoPhillips .................................... 1,409,885 10,900 Exxon Mobil Corporation ........................... 921,922 14,000 Spectra Energy Corporation ........................ 318,500 7,996 Transocean, Inc. (a) .............................. 1,081,059 10,000 Valero Energy Corporation ......................... 491,100 10,000 XTO Energy, Inc. .................................. 618,600 ------------ 8,308,855 ------------ FINANCIALS -- 15.1% 27,080 Aegon N.V. - ARS .................................. 396,451 13,800 AFLAC, Inc. ....................................... 896,310 4,000 American Capital Strategies Ltd. .................. 136,640 33,600 American Express Company .......................... 1,468,992 7,500 American International Group, Inc. ................ 324,375 62,870 Bank of America Corporation ....................... 2,383,402 15,000 Charles Schwab Corporation ........................ 282,450 20,000 Citigroup, Inc. ................................... 428,400 35,000 Colonial Properties Trust ......................... 841,750 7,000 Goldman Sachs Group, Inc. (The) ................... 1,157,730 56,400 U.S. Bancorp ...................................... 1,825,104 ------------ 10,141,604 ------------ 12 THE GOVERNMENT STREET EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ SHARES COMMON STOCKS -- 89.3% (CONTINUED) VALUE - -------------------------------------------------------------------------------- HEALTH CARE -- 12.4% 3,000 Abbott Laboratories ............................... $ 165,450 2,000 Allergan, Inc. .................................... 112,780 14,300 Becton, Dickinson & Company ....................... 1,227,655 17,500 Cardinal Health, Inc. ............................. 918,925 4,000 Cerner Corporation (a) ............................ 149,120 2,000 Covance, Inc. (a) ................................. 165,940 20,000 Elan Corporation (a) .............................. 417,200 5,000 Fresenius Medical Care AG & Company - ADR ......... 251,600 2,000 Genzyme Corporation (a) ........................... 149,080 20,000 Johnson & Johnson ................................. 1,297,400 11,250 Techne Corporation (a) ............................ 757,800 3,000 Thermo Fisher Scientific, Inc. (a) ................ 170,520 13,000 UnitedHealth Group, Inc. .......................... 446,680 16,000 Waters Corporation (a) ............................ 891,200 28,000 WellPoint, Inc. (a) ............................... 1,235,640 ------------ 8,356,990 ------------ INDUSTRIALS -- 14.6% 19,500 Caterpillar, Inc. ................................. 1,526,655 3,000 C.H. Robinson Worldwide, Inc. ..................... 163,200 30,000 Emerson Electric Company .......................... 1,543,800 12,500 FedEx Corporation ................................. 1,158,375 17,000 General Dynamics Corporation ...................... 1,417,290 23,000 General Electric Company .......................... 851,230 16,000 Ingersoll-Rand Company Ltd. - Class A ............. 713,280 10,000 Norfolk Southern Corporation ...................... 543,200 23,000 Quanta Services, Inc. (a) ......................... 532,910 5,000 Stericycle, Inc. (a) .............................. 257,500 16,000 United Technologies Corporation ................... 1,101,120 ------------ 9,808,560 ------------ INFORMATION TECHNOLOGY -- 13.2% 5,000 Accenture Ltd. - Class A .......................... 175,850 42,500 Adobe Systems, Inc. (a) ........................... 1,512,575 5,000 Agilent Technologies, Inc. (a) .................... 149,150 5,000 Applied Materials, Inc. ........................... 97,550 20,000 Automatic Data Processing, Inc. ................... 847,800 5,000 Broadridge Financial Solutions, Inc. .............. 88,000 48,000 Cisco Systems, Inc. (a) ........................... 1,156,320 31,000 Corning, Inc. ..................................... 745,240 11,000 Flextronics International Ltd. (a) ................ 103,290 37,000 Hewlett-Packard Company ........................... 1,689,420 7,000 International Business Machines Corporation ....... 805,980 5,000 Intuit, Inc. (a) .................................. 135,050 12,000 NetApp, Inc. (a) .................................. 240,600 10,000 Oracle Corporation (a) ............................ 195,600 27,000 Texas Instruments, Inc. ........................... 763,290 8,000 Xilinx, Inc. ...................................... 190,000 ------------ 8,895,715 ------------ 13 THE GOVERNMENT STREET EQUITY FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ SHARES COMMON STOCKS -- 89.3% (CONTINUED) VALUE - -------------------------------------------------------------------------------- MATERIALS -- 2.6% 7,000 Alcoa, Inc. ....................................... $ 252,420 10,000 Nucor Corporation ................................. 677,400 7,000 POSCO - ADR ....................................... 832,860 ------------ 1,762,680 ------------ TELECOMMUNICATIONS SERVICES -- 1.2% 4,000 America Movil SAB de C.V .......................... 254,760 6,000 AT&T, Inc. ........................................ 229,800 4,000 Nippon Telegraph and Telephone Corporation - ADR .. 86,720 4,000 NTT DoCoMo, Inc. - ADR ............................ 61,000 2,000 Telephone and Data Systems, Inc. .................. 78,540 2,000 Verizon Communications, Inc. ...................... 72,900 ------------ 783,720 ------------ UTILITIES -- 2.3% 65,980 Duke Energy Corporation ........................... 1,177,743 3,500 EnergySouth, Inc. ................................. 182,665 5,000 Wisconsin Energy Corporation ...................... 219,950 ------------ 1,580,358 ------------ TOTAL COMMON STOCKS (Cost $31,915,172) ............ $ 60,061,451 ------------ ================================================================================ SHARES EXCHANGE TRADED FUNDS -- 9.0% VALUE - -------------------------------------------------------------------------------- 51,500 iShares MSCI EAFE Index Fund ...................... $ 3,702,850 3,000 Market Vectors - Agribusiness ETF (a) ............. 160,830 3,000 Market Vectors - Coal ETF (a) ..................... 113,970 3,000 Vanguard Emerging Markets ETF ..................... 282,660 33,500 Vanguard FTSE All-World Ex-US Index ETF ........... 1,805,650 ------------ TOTAL EXCHANGE TRADED FUNDS (Cost $5,905,904) ..... $ 6,065,960 ------------ ================================================================================ PAR VALUE COMMERCIAL PAPER -- 1.7% VALUE - -------------------------------------------------------------------------------- $1,170,000 U.S. Bancorp, discount, due 04/01/2008 (Cost $1,170,000) ............................... $ 1,170,000 ------------ ================================================================================ SHARES MONEY MARKET FUNDS -- 0.0% VALUE - -------------------------------------------------------------------------------- 657 AIM STIT - STIC Prime Portfolio - Institutional Class (Cost $657) ............................... $ 657 ------------ TOTAL INVESTMENTS AT VALUE -- 100.0% (Cost $38,991,733) .............................. $ 67,298,068 LIABILITIES IN EXCESS OF OTHER ASSETS -- (0.0)% ... (31,186) ------------ NET ASSETS -- 100.0% .............................. $ 67,266,882 ============ (a) Non-income producing security. ADR - American Depositary Receipt ARS - American Registered Shares See accompanying notes to financial statements. 14 THE GOVERNMENT STREET MID-CAP FUND SCHEDULE OF INVESTMENTS MARCH 31, 2008 ================================================================================ SHARES COMMON STOCKS -- 90.9% VALUE - -------------------------------------------------------------------------------- CONSUMER DISCRETIONARY -- 7.8% 2,500 AnnTaylor Stores Corporation (a) .................. $ 60,450 2,000 ArvinMeritor, Inc. ................................ 25,020 6,500 Barnes & Noble, Inc. .............................. 199,225 2,000 Bob Evans Farms, Inc. ............................. 55,180 3,000 BorgWarner, Inc. .................................. 129,090 1,700 CBRL Group, Inc. .................................. 60,809 2,500 Coach, Inc. (a) ................................... 75,375 3,500 DreamWorks Animation SKG, Inc. (a) ................ 90,230 3,000 Family Dollar Stores, Inc. ........................ 58,500 5,700 GameStop Corporation - Class A (a) ................ 294,747 2,000 Hanesbrands, Inc. (a) ............................. 58,400 4,000 Hasbro, Inc. ...................................... 111,600 3,000 IAC/InterActiveCorp (a) ........................... 62,280 1,605 ITT Educational Services, Inc. (a) ................ 73,718 3,000 Jarden Corporation (a) ............................ 65,220 2,500 Liberty Global, Inc. (a) .......................... 85,200 3,700 OfficeMax, Inc. ................................... 70,818 5,800 O'Reilly Automotive, Inc. (a) ..................... 165,416 3,000 Phillips-Van Heusen Corporation ................... 113,760 2,000 Ross Stores, Inc. ................................. 59,920 3,500 Saks, Inc. (a) .................................... 43,645 2,500 Scholastic Corporation (a) ........................ 75,675 6,000 Service Corporation International ................. 60,840 3,000 Sinclair Broadcast Group, Inc. .................... 26,730 2,500 Snap-on, Inc. ..................................... 127,125 3,000 Sotheby's ......................................... 86,730 2,500 Vail Resorts, Inc. (a) ............................ 120,725 ------------ 2,456,428 ------------ CONSUMER STAPLES -- 3.1% 5,400 Church & Dwight Company, Inc. ..................... 292,896 6,000 Hormel Foods Corporation .......................... 249,960 4,700 J.M. Smucker Company .............................. 237,867 3,000 NBTY, Inc. (a) .................................... 89,850 1,740 Universal Corporation ............................. 114,022 ------------ 984,595 ------------ ENERGY -- 8.7% 6,610 Cameron International Corporation (a) ............. 275,240 5,780 FMC Technologies, Inc. (a) ........................ 328,824 3,740 Murphy Oil Corporation ............................ 307,204 2,800 Newfield Exploration Company (a) .................. 147,980 5,360 Noble Corporation ................................. 266,231 3,000 Overseas Shipholding Group, Inc. .................. 210,120 480 Patriot Coal Corporation (a) ...................... 22,546 4,800 Peabody Energy Corporation ........................ 244,800 4,380 Pioneer Natural Resources Company ................. 215,146 5,000 Pride International, Inc. (a) ..................... 174,750 15 THE GOVERNMENT STREET MID-CAP FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ SHARES COMMON STOCKS -- 90.9% (CONTINUED) VALUE - -------------------------------------------------------------------------------- ENERGY -- 8.7% (Continued) 4,500 Smith International, Inc. ......................... $ 289,035 4,950 Valero Energy Corporation ......................... 243,094 ------------ 2,724,970 ------------ FINANCIALS -- 13.6% 8,400 American Financial Group, Inc. .................... 214,704 6,750 Arthur J. Gallagher & Company ..................... 159,435 7,300 Associated Banc-Corp .............................. 194,399 6,000 Bank of Hawaii Corporation ........................ 297,360 10,050 Berkley (W.R.) Corporation ........................ 278,284 5,600 Cullen/Frost Bankers, Inc. ........................ 297,024 10,250 Eaton Vance Corporation ........................... 312,728 2,600 Everest Re Group Ltd. ............................. 232,778 9,300 HCC Insurance Holdings, Inc. ...................... 211,017 10,400 Jefferies Group, Inc. ............................. 167,752 2,900 Legg Mason, Inc. .................................. 162,342 4,600 Liberty Property Trust ............................ 143,106 7,720 New York Community Bancorp, Inc. .................. 140,658 6,941 Potlatch Corporation .............................. 286,455 7,000 Rayonier, Inc. .................................... 304,080 4,400 State Street Corporation .......................... 347,600 16,400 Synovus Financial Corporation ..................... 181,384 3,300 Westamerica Bancorporation ........................ 173,580 5,200 Wilmington Trust Corporation ...................... 161,720 ------------ 4,266,406 ------------ HEALTH CARE -- 15.0% 3,500 Applera Corporation - Applied Biosystems Group .... 115,010 1,000 Bard (C.R.), Inc. ................................. 96,400 3,450 Barr Pharmaceuticals, Inc. (a) .................... 166,670 2,500 Bio-Rad Laboratories, Inc. - Class A (a) .......... 222,375 2,500 Cephalon, Inc. (a) ................................ 161,000 6,000 Cerner Corporation (a) ............................ 223,680 8,000 Community Health Systems, Inc. (a) ................ 268,560 7,000 Covance, Inc. (a) ................................. 580,790 8,250 Coventry Health Care, Inc. (a) .................... 332,887 5,600 DENTSPLY International, Inc. ...................... 216,160 2,000 Edwards Lifesciences Corporation (a) .............. 89,100 1,000 Elan Corporation plc - ADR (a) .................... 20,860 4,000 Fresenius Medical Care AG & Company - ADR ......... 201,280 12,000 Gilead Sciences, Inc. (a) ......................... 618,360 4,000 Henry Schein, Inc. (a) ............................ 229,600 1,500 IDEXX Laboratories, Inc. (a) ...................... 73,890 2,000 Millipore Corporation (a) ......................... 134,820 7,700 Mylan, Inc. ....................................... 89,320 3,000 ResMed, Inc. (a) .................................. 126,540 4,500 Techne Corporation (a) ............................ 303,120 3,000 UnitedHealth Group, Inc. .......................... 103,080 5,100 Varian Medical Systems, Inc. (a) .................. 238,884 2,000 Waters Corporation (a) ............................ 111,400 ------------ 4,723,786 ------------ 16 THE GOVERNMENT STREET MID-CAP FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ SHARES COMMON STOCKS -- 90.9% (CONTINUED) VALUE - -------------------------------------------------------------------------------- INDUSTRIALS -- 16.9% 3,000 Alexander & Baldwin, Inc. ......................... $ 129,240 7,500 AMETEK, Inc. ...................................... 329,325 5,000 ChoicePoint, Inc. (a) ............................. 238,000 6,000 C.H. Robinson Worldwide, Inc. ..................... 326,400 3,000 Corporate Executive Board Company ................. 121,440 6,000 Donaldson Company, Inc. ........................... 241,680 6,000 Expeditors International of Washington, Inc. ...... 271,080 7,000 Fastenal Company .................................. 321,510 3,500 Goodrich Corporation .............................. 201,285 6,000 Graco, Inc. ....................................... 217,560 5,500 Herman Miller, Inc. ............................... 135,135 5,475 Jacobs Engineering Group, Inc. (a) ................ 402,905 2,000 Joy Global, Inc. .................................. 130,320 1,500 Koninklijke Philips Electronics N.V. - ADR ........ 57,510 3,000 L-3 Communications Holdings, Inc. ................. 328,020 4,000 Manpower, Inc. .................................... 225,040 5,000 MSC Industrial Direct Company, Inc. ............... 211,250 5,000 SPX Corporation ................................... 524,500 8,275 Stericycle, Inc. (a) .............................. 426,163 2,750 Teleflex, Inc. .................................... 131,202 2,000 Thomas & Betts Corporation (a) .................... 72,740 9,000 Trinity Industries, Inc. .......................... 239,850 1,000 WESCO International, Inc. (a) ..................... 36,490 ------------ 5,318,645 ------------ INFORMATION TECHNOLOGY -- 12.2% 8,000 Activision, Inc. (a) .............................. 218,480 8,000 Acxiom Corporation ................................ 94,960 8,500 ADC Telecommunications, Inc. (a) .................. 102,680 5,000 ADTRAN, Inc. ...................................... 92,500 4,000 Advent Software, Inc. (a) ......................... 170,480 5,000 Alliance Data Systems Corporation (a) ............. 237,550 8,000 Arrow Electronics, Inc. (a) ....................... 269,200 8,000 Cognizant Technology Solutions Corporation (a) .... 230,640 6,500 Cree, Inc. (a) .................................... 181,740 4,000 DST Systems, Inc. (a) ............................. 262,960 5,500 Harris Corporation ................................ 266,915 10,000 Integrated Device Technology, Inc. (a) ............ 89,300 9,000 Jack Henry & Associates, Inc. ..................... 222,030 7,000 Lam Research Corporation (a) ...................... 267,540 5,000 Linear Technology Corporation ..................... 153,450 6,000 Macrovision Corporation (a) ....................... 81,000 5,000 Microchip Technology, Inc. ........................ 163,650 8,000 National Instruments Corporation .................. 209,120 4,000 Plantronics, Inc. ................................. 77,240 8,000 SanDisk Corporation (a) ........................... 180,560 7,000 Xilinx, Inc. ...................................... 166,250 2,500 Zebra Technologies Corporation (a) ................ 83,300 ------------ 3,821,545 ------------ 17 THE GOVERNMENT STREET MID-CAP FUND SCHEDULE OF INVESTMENTS (CONTINUED) ================================================================================ SHARES COMMON STOCKS -- 90.9% (CONTINUED) VALUE - -------------------------------------------------------------------------------- MATERIALS -- 6.0% 4,000 Airgas, Inc. ...................................... $ 181,880 9,000 Albemarle Corporation ............................. 328,680 4,000 Cabot Corporation ................................. 112,000 3,200 Eagle Materials, Inc. ............................. 113,760 3,000 Martin Marietta Materials, Inc. ................... 318,510 4,000 Scotts Miracle-Gro Company (The) - Class A ........ 129,680 5,000 Sonoco Products Company ........................... 143,150 13,000 Steel Dynamics, Inc. .............................. 429,520 7,000 Valspar Corporation (The) ......................... 138,880 ------------ 1,896,060 ------------ TELECOMMUNICATIONS SERVICES -- 0.1% 1,000 Telephone and Data Systems, Inc. .................. 39,270 ------------ UTILITIES -- 7.5% 7,000 AGL Resources, Inc. ............................... 240,240 7,000 Equitable Resources, Inc. ......................... 412,300 9,050 Great Plains Energy, Inc. ......................... 223,083 8,850 MDU Resources Group, Inc. ......................... 217,267 5,750 ONEOK, Inc. ....................................... 256,623 7,900 Pepco Holdings, Inc. .............................. 195,288 10,800 Puget Energy, Inc. ................................ 279,396 6,300 SCANA Corporation ................................. 230,454 10,600 Vectren Corporation ............................... 284,398 ------------ 2,339,049 ------------ TOTAL COMMON STOCKS (Cost $22,573,059) ............ $ 28,570,754 ------------ ================================================================================ PAR VALUE COMMERCIAL PAPER -- 10.6% VALUE - -------------------------------------------------------------------------------- $1,563,000 American Express Company, discount, due 04/01/2008 $ 1,563,000 199,000 General Electric Capital Corporation, discount, due 04/01/2008................................... 199,000 1,563,000 U.S. Bancorp, discount, due 04/01/2008 ............ 1,563,000 ------------ TOTAL COMMERCIAL PAPER (Cost $3,325,000) .......... $ 3,325,000 ------------ ================================================================================ SHARES MONEY MARKET FUNDS -- 0.0% VALUE - -------------------------------------------------------------------------------- 816 AIM STIT - STIC Prime Portfolio - Institutional Class (Cost $816) ............................... $ 816 ------------ TOTAL INVESTMENTS AT VALUE -- 101.5% (Cost $25,898,875) .............................. $ 31,896,570 LIABILITIES IN EXCESS OF OTHER ASSETS -- (1.5%) ... (472,878) ------------ NET ASSETS -- 100.0% .............................. $ 31,423,692 ============ (a) Non-income producing security. ADR - American Depositary Receipt See accompanying notes to financial statements. 18
THE ALABAMA TAX-FREE BOND FUND SCHEDULE OF INVESTMENTS MARCH 31, 2008 ===================================================================================================== ALABAMA FIXED RATE REVENUE AND GENERAL PAR VALUE OBLIGATION (GO) BONDS -- 96.6% VALUE - ----------------------------------------------------------------------------------------------------- Alabama Drinking Water Financing Auth., Rev., $ 250,000 4.00%, due 08/15/2014 ................................................ $ 253,830 ------------ Alabama Special Care Facilities Financing Auth., Birmingham, Rev., 500,000 4.50%, due 11/01/2009, ETM ........................................... 517,680 400,000 5.375%, due 11/01/2012, ETM .......................................... 400,900 ------------ 918,580 ------------ Alabama Special Care Facilities Financing Auth., Mobile Hospital, Rev., 250,000 4.50%, due 11/01/2010, ETM ........................................... 257,837 ------------ Alabama State Federal Highway Financing Auth., Rev., 210,000 5.00%, due 03/01/2009 ................................................ 215,294 300,000 5.00%, due 03/01/2016 ................................................ 315,936 ------------ 531,230 ------------ Alabama State, GO, 250,000 5.00%, due 06/01/2012 ................................................ 260,912 300,000 5.00%, due 09/01/2015 ................................................ 316,527 300,000 5.00%, due 09/01/2016 ................................................ 316,527 300,000 5.00%, due 09/01/2017 ................................................ 325,323 ------------ 1,219,289 ------------ Alabama State Parks System Improvement Corporation, GO, 200,000 5.50%, due 06/01/2010 ................................................ 213,152 ------------ Alabama State Public School & College Auth., Capital Improvements, Rev., 300,000 5.00%, due 02/01/2010 ................................................ 314,064 475,000 5.00%, due 11/01/2012 ................................................ 488,537 600,000 5.125%, due 11/01/2013 ............................................... 617,532 525,000 5.125%, due 11/01/2015 ............................................... 540,340 ------------ 1,960,473 ------------ Alabama State Public School & College Auth., Rev., 355,000 5.00%, due 05/01/2010 ................................................ 373,691 ------------ Alabama Water Pollution Control Auth., Rev., 500,000 5.00%, due 08/15/2010 ................................................ 524,015 ------------ Anniston, AL, Waterworks & Sewer Board, Rev., 400,000 4.00%, due 06/01/2015 ................................................ 406,288 ------------ Athens, AL, Electric Rev. Warrants, 500,000 3.00%, due 06/01/2011 ................................................ 500,050 ------------ Athens, AL, School Warrants, 335,000 5.05%, due 08/01/2015 ................................................ 340,692 ------------ Auburn, AL, Capital Improvements, School Warrants, GO, 225,000 5.00%, due 08/01/2012 ................................................ 243,864 ------------
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THE ALABAMA TAX-FREE BOND FUND SCHEDULE OF INVESTMENTS (CONTINUED) ===================================================================================================== ALABAMA FIXED RATE REVENUE AND GENERAL PAR VALUE OBLIGATION (GO) BONDS -- 96.6% (CONTINUED) VALUE - ----------------------------------------------------------------------------------------------------- Auburn, AL, GO, $ 285,000 4.25%, due 08/01/2009 ................................................ $ 292,413 ------------ Auburn, AL, Water Works Board, Rev., 335,000 5.00%, due 07/01/2015 ................................................ 357,442 ------------ Auburn University, AL, General Fee Rev., 400,000 4.45%, due 06/01/2011 ................................................ 405,096 ------------ Baldwin Co., AL, Board of Education, Rev. Warrants, 200,000 5.20%, due 06/01/2009 ................................................ 201,030 300,000 5.00%, due 06/01/2010 ................................................ 314,829 ------------ 515,859 ------------ Baldwin Co., AL, GO, Warrants, 500,000 4.50%, due 11/01/2008 ................................................ 507,790 200,000 5.00%, due 02/01/2015 ................................................ 216,386 ------------ 724,176 ------------ Baldwin Co., AL, Warrants - Series A, 320,000 5.00%, due 02/01/2017 ................................................ 347,469 ------------ Birmingham, AL, Special Care Facilities Financing Auth. Rev., 300,000 3.70%, due 06/01/2009 ................................................ 304,155 ------------ Decatur, AL, GO, Warrants, 300,000 5.00%, due 06/01/2009 ................................................ 301,251 ------------ Decatur, AL, Water Rev., 100,000 5.00%, due 05/01/2014 ................................................ 103,341 ------------ Dothan, AL, GO, 500,000 5.50%, due 09/01/2014 ................................................ 530,155 ------------ Fairhope, AL, Warrants, 295,000 5.10%, due 06/01/2014 ................................................ 307,464 ------------ Florence, AL, School Warrants, 200,000 4.65%, due 12/01/2012 ................................................ 206,228 ------------ Homewood, AL, GO, Warrants, 500,000 5.00%, due 09/01/2014 ................................................ 542,990 250,000 5.00%, due 09/01/2015 ................................................ 274,645 ------------ 817,635 ------------ Houston Co., AL, GO, 300,000 5.60%, due 10/15/2014 ................................................ 321,477 ------------ Huntsville, AL, Capital Improvements, GO, 100,000 3.25%, due 11/01/2010 ................................................ 101,939 ------------
20
THE ALABAMA TAX-FREE BOND FUND SCHEDULE OF INVESTMENTS (CONTINUED) ===================================================================================================== ALABAMA FIXED RATE REVENUE AND GENERAL PAR VALUE OBLIGATION (GO) BONDS -- 96.6% (CONTINUED) VALUE - ----------------------------------------------------------------------------------------------------- Huntsville, AL, Electric Systems, Rev., $ 300,000 4.00%, due 12/01/2013 ................................................ $ 313,653 ------------ Huntsville, AL, GO, 400,000 5.50%, due 08/01/2009 ................................................ 417,092 500,000 5.00%, due 08/01/2011 ................................................ 536,355 250,000 5.25%, due 11/01/2012 ................................................ 256,252 ------------ 1,209,699 ------------ Huntsville, AL, Water Systems, Rev., 200,000 4.70%, due 11/01/2013 ................................................ 203,710 ------------ Jefferson Co., AL, Sewer Rev., 225,000 5.00%, due 02/01/2041, Prerefunded 02/01/2011 @ 101 .................. 241,652 ------------ Madison, AL, Warrants, 200,000 4.40%, due 02/01/2011 ................................................ 204,272 400,000 4.85%, due 02/01/2013 ................................................ 408,612 ------------ 612,884 ------------ Madison Co., AL, Board of Education, Capital Outlay Tax Antic. Warrants, 400,000 5.20%, due 03/01/2011 ................................................ 422,732 250,000 5.20%, due 03/01/2014 ................................................ 262,630 ------------ 685,362 ------------ Mobile, AL, GO, 100,000 4.50%, due 08/01/2013 ................................................ 106,814 400,000 4.75%, due 02/15/2014 ................................................ 422,616 500,000 5.20%, due 08/15/2018 ................................................ 526,185 ------------ 1,055,615 ------------ Montgomery, AL, GO, 300,000 5.00%, due 11/01/2015 ................................................ 315,813 ------------ Montgomery, AL, Special Care Facilities, Rev., 125,000 5.00%, due 11/15/2029 ................................................ 128,714 ------------ Montgomery, AL, Waterworks & Sanitation, Rev., 500,000 5.00%, due 09/01/2008 ................................................ 506,495 350,000 5.25%, due 09/01/2011 ................................................ 378,375 ------------ 884,870 ------------ Mountain Brook, AL, City Board of Education, Capital Outlay Warrants, 405,000 4.80%, due 02/15/2011 ................................................ 405,737 ------------ Opelika, AL, GO, 210,000 4.00%, due 03/01/2010 ................................................ 216,709 ------------ Scottsboro, AL, Waterworks Sewer & Gas Board, Rev., 200,000 4.35%, due 08/01/2011 ................................................ 202,760 ------------
21
THE ALABAMA TAX-FREE BOND FUND SCHEDULE OF INVESTMENTS (CONTINUED) ===================================================================================================== ALABAMA FIXED RATE REVENUE AND GENERAL PAR VALUE OBLIGATION (GO) BONDS -- 96.6% (CONTINUED) VALUE - ----------------------------------------------------------------------------------------------------- Shelby Co., AL, Board of Education, Rev. Warrants, $ 500,000 4.80%, due 02/01/2011 ................................................ $ 512,325 ------------ St. Clair Co., AL, GO, 145,000 4.00%, due 08/01/2013 ................................................ 152,979 205,000 4.00%, due 08/01/2014 ................................................ 216,023 ------------ 369,002 ------------ Trussville, AL, Warrants, 400,000 4.30%, due 10/01/2010 ................................................ 417,640 ------------ Tuscaloosa, AL, Board of Education, GO, 300,000 4.625%, due 08/01/2008 ............................................... 300,600 ------------ Tuscaloosa, AL, Board of Education, Special Tax Warrants, 300,000 4.85%, due 02/15/2013 ................................................ 300,531 ------------ Tuscaloosa, AL, GO, Warrants, 145,000 4.25%, due 02/15/2011 ................................................ 151,147 500,000 5.45%, due 01/01/2014 ................................................ 531,825 ------------ 682,972 ------------ Tuscaloosa Co., AL, GO, Warrants, 425,000 4.30%, due 10/01/2009 ................................................ 438,226 400,000 5.55%, due 01/01/2015, Prerefunded 01/01/2010 @ 101 .................. 426,144 ------------ 864,370 ------------ University of Alabama, AL, General Fee Rev., 240,000 4.10%, due 12/01/2013 ................................................ 248,496 ------------ University of Alabama, AL, Series A, Rev., 375,000 4.00%, due 10/01/2010 ................................................ 389,104 ------------ Vestavia Hills, AL, Warrants, 565,000 5.00%, due 02/01/2012 ................................................ 606,590 ------------ TOTAL ALABAMA FIXED RATE REVENUE AND GENERAL OBLIGATION (GO) BONDS (Cost $23,948,066).............................. $ 24,547,899 ------------
================================================================================ SHARES MONEY MARKET FUNDS -- 4.5% VALUE - -------------------------------------------------------------------------------- 1,152,286 Alpine Muncipal Money Market Fund - Class I (Cost $1,152,286) ............................... $ 1,152,286 ------------ TOTAL INVESTMENTS AT VALUE -- 101.1% (Cost $25,100,352) .............................. $ 25,700,185 LIABILITIES IN EXCESS OF OTHER ASSETS -- (1.1%) ... (273,788) ------------ NET ASSETS -- 100.0% .............................. $ 25,426,397 ============ ETM - Escrowed to Maturity See accompanying notes to financial statements. 22
THE GOVERNMENT STREET FUNDS STATEMENTS OF ASSETS AND LIABILITIES MARCH 31, 2008 ========================================================================================= GOVERNMENT GOVERNMENT ALABAMA STREET STREET TAX FREE EQUITY MID-CAP BOND FUND FUND FUND - ----------------------------------------------------------------------------------------- ASSETS Investments in securities: At acquisition cost .................... $ 38,991,733 $ 25,898,875 $ 25,100,352 ============ ============ ============ At value (Note 1) ...................... $ 67,298,068 $ 31,896,570 $ 25,700,185 Dividends and interest receivable ......... 97,227 27,660 281,183 Receivable for investment securities sold . 573,235 -- -- Receivable for capital shares sold ........ 150 14,903 25,000 Other assets .............................. 5,579 5,306 4,240 ------------ ------------ ------------ TOTAL ASSETS ........................... 67,974,259 31,944,439 26,010,608 ------------ ------------ ------------ LIABILITIES Distributions payable ..................... 46,884 7,120 27,608 Payable for investment securities purchased 506,047 472,174 536,255 Payable for capital shares redeemed ....... 106,649 14,803 5,396 Accrued investment advisory fees (Note 3) . 34,402 16,841 5,852 Accrued administration fees (Note 3) ...... 7,300 4,000 3,500 Accrued compliance fees (Note 3) .......... 650 550 500 Other accrued expenses .................... 5,445 5,259 5,100 ------------ ------------ ------------ TOTAL LIABILITIES ...................... 707,377 520,747 584,211 ------------ ------------ ------------ NET ASSETS ................................ $ 67,266,882 $ 31,423,692 $ 25,426,397 ============ ============ ============ Net assets consist of: Paid-in capital ........................... $ 39,007,431 $ 25,407,205 $ 24,878,866 Accumulated undistributed net investment income .................. -- 11,508 15,016 Accumulated/Distributions in excess of net realized gains/losses from security transactions ............. (46,884) 7,284 (67,318) Net unrealized appreciation on investments ......................... 28,306,335 5,997,695 599,833 ------------ ------------ ------------ Net assets ................................ $ 67,266,882 $ 31,423,692 $ 25,426,397 ============ ============ ============ Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) .......................... 1,502,766 2,559,396 2,421,435 ============ ============ ============ Net asset value, offering price and redemption price per share (Note 1) .... $ 44.76 $ 12.28 $ 10.50 ============ ============ ============
See accompanying notes to financial statements. 23
THE GOVERNMENT STREET FUNDS STATEMENTS OF OPERATIONS YEAR ENDED MARCH 31, 2008 ======================================================================================== GOVERNMENT GOVERNMENT ALABAMA STREET STREET TAX FREE EQUITY MID-CAP BOND FUND FUND FUND - ---------------------------------------------------------------------------------------- INVESTMENT INCOME Interest ............................. $ 39,242 $ 117,439 $ 1,011,131 Dividends ............................ 1,545,656 346,480 25,790 ------------ ------------ ------------ TOTAL INVESTMENT INCOME ........... 1,584,898 463,919 1,036,921 ------------ ------------ ------------ EXPENSES Investment advisory fees (Note 3) .... 486,665 257,431 88,501 Administration fees (Note 3) ......... 99,888 49,659 39,017 Professional fees .................... 18,374 15,924 14,640 Trustees' fees and expenses .......... 13,002 13,002 13,002 Custodian fees ....................... 13,900 12,979 5,039 Compliance fees (Note 3) ............. 8,545 6,655 6,279 Pricing costs ........................ 2,449 4,237 11,835 Postage and supplies ................. 8,290 5,273 5,070 Account maintenance fees ............. 6,353 6,026 1,071 Registration fees .................... 5,100 3,711 2,664 Printing of shareholder reports ...... 5,651 2,683 2,378 Insurance expense .................... 5,641 2,512 2,105 Other expenses ....................... 4,616 5,004 4,642 ------------ ------------ ------------ TOTAL EXPENSES .................... 678,474 385,096 196,243 Fees waived by the Adviser (Note 3) .. -- (7,531) (31,883) ------------ ------------ ------------ NET EXPENSES ...................... 678,474 377,565 164,360 ------------ ------------ ------------ NET INVESTMENT INCOME ................... 906,424 86,354 872,561 ------------ ------------ ------------ REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS Net realized gains from security transactions ............. 1,965,343 756,786 16,614 Net realized gains from in-kind redemptions (Note 1) .............. 10,223,336 369,183 -- Net change in unrealized appreciation/ depreciation on investments ....... (14,723,170) (2,471,103) 265,263 ------------ ------------ ------------ NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS ........ (2,534,491) (1,345,134) 281,877 ------------ ------------ ------------ NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS ............... $ (1,628,067) $ (1,258,780) $ 1,154,438 ============ ============ ============
See accompanying notes to financial statements. 24
THE GOVERNMENT STREET FUNDS STATEMENTS OF CHANGES IN NET ASSETS =============================================================================================================== GOVERNMENT STREET GOVERNMENT STREET EQUITY FUND MID-CAP FUND ------------------------------------------------------------------ YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED MARCH 31, MARCH 31, MARCH 31, MARCH 31, 2008 2007 2008 2007 - --------------------------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income ................ $ 906,424 $ 875,665 $ 86,354 $ 88,137 Net realized gains from security transactions ............ 1,965,343 8,725,441 756,786 1,827,568 Net realized gains from in-kind redemptions (Note 1) .............. 10,223,336 -- 369,183 -- Net change in unrealized appreciation/ depreciation on investments ....... (14,723,170) (3,740,630) (2,471,103) (804,624) -------------- -------------- -------------- -------------- Net increase (decrease) in net assets from operations ............... (1,628,067) 5,860,476 (1,258,780) 1,111,081 -------------- -------------- -------------- -------------- DISTRIBUTIONS TO SHAREHOLDERS From net investment income ........... (906,812) (871,818) (131,638) (123,370) From realized capital gains on security transactions .......... (2,019,387) (13,025,536) (749,760) (2,640,776) Return of capital .................... (265,270) -- -- -- -------------- -------------- -------------- -------------- Decrease in net assets from distributions to shareholders ........ (3,191,469) (13,897,354) (881,398) (2,764,146) -------------- -------------- -------------- -------------- FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold ............ 1,964,944 4,965,258 1,588,631 2,730,131 Net asset value of shares issued in reinvestment of distributions to shareholders ................... 3,075,937 13,483,748 859,223 2,748,844 Payments for shares redeemed ......... (20,710,964) (29,898,475) (2,844,837) (7,483,807) -------------- -------------- -------------- -------------- Net decrease in net assets from capital share transactions ........... (15,670,083) (11,449,469) (396,983) (2,004,832) -------------- -------------- -------------- -------------- TOTAL DECREASE IN NET ASSETS ........... (20,489,619) (19,486,347) (2,537,161) (3,657,897) NET ASSETS Beginning of year .................... 87,756,501 107,242,848 33,960,853 37,618,750 -------------- -------------- -------------- -------------- End of year .......................... $ 67,266,882 $ 87,756,501 $ 31,423,692 $ 33,960,853 ============== ============== ============== ============== ACCUMULATED UNDISTRIBUTED NET INVESTMENT INCOME ................ $ -- $ 7,415 $ 11,508 $ 56,792 ============== ============== ============== ============== CAPITAL SHARE ACTIVITY Sold ................................. 40,023 101,372 119,232 209,562 Reinvested ........................... 62,867 275,696 64,918 209,747 Redeemed ............................. (414,553) (608,524) (210,523) (577,999) -------------- -------------- -------------- -------------- Net decrease in shares outstanding ... (311,663) (231,456) (26,373) (158,690) Shares outstanding, beginning of year 1,814,429 2,045,885 2,585,769 2,744,459 -------------- -------------- -------------- -------------- Shares outstanding, end of year ...... 1,502,766 1,814,429 2,559,396 2,585,769 ============== ============== ============== ==============
See accompanying notes to financial statements. 25
THE GOVERNMENT STREET FUNDS STATEMENTS OF CHANGES IN NET ASSETS ========================================================================================= ALABAMA TAX FREE BOND FUND ---------------------------- YEAR YEAR ENDED ENDED MARCH 31, MARCH 31, 2008 2007 - ----------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income ................................. $ 872,561 $ 879,135 Net realized gains from security transactions ......... 16,614 20,874 Net change in unrealized appreciation/ depreciation on investments ........................ 265,263 (44,862) ------------ ------------ Net increase in net assets from operations ............... 1,154,438 855,147 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS From net investment income ............................ (869,547) (876,155) From realized capital gains on security transactions .. (15,917) -- ------------ ------------ Decrease in net assets from distributions to shareholders (885,464) (876,155) ------------ ------------ FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold ............................. 1,373,954 2,206,930 Net asset value of shares issued in reinvestment of distributions to shareholders ...... 559,466 569,451 Payments for shares redeemed .......................... (2,744,430) (2,968,731) ------------ ------------ Net decrease in net assets from capital share transactions (811,010) (192,350) ------------ ------------ TOTAL DECREASE IN NET ASSETS ............................. (542,036) (213,358) NET ASSETS Beginning of year ..................................... 25,968,433 26,181,791 ------------ ------------ End of year ........................................... $ 25,426,397 $ 25,968,433 ============ ============ ACCUMULATED UNDISTRIBUTED NET INVESTMENT INCOME ................................. $ 15,016 $ 12,778 ============ ============ CAPITAL SHARE ACTIVITY Sold .................................................. 131,729 212,370 Reinvested ............................................ 53,777 54,790 Redeemed .............................................. (264,214) (285,665) ------------ ------------ Net decrease in shares outstanding .................... (78,708) (18,505) Shares outstanding, beginning of year ................. 2,500,143 2,518,648 ------------ ------------ Shares outstanding, end of year ....................... 2,421,435 2,500,143 ============ ============
See accompanying notes to financial statements. 26
THE GOVERNMENT STREET EQUITY FUND FINANCIAL HIGHLIGHTS ============================================================================================================== SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR ============================================================================================================== YEARS ENDED MARCH 31, ------------------------------------------------------------------ 2008 2007 2006 2005 2004 - -------------------------------------------------------------------------------------------------------------- Net asset value at beginning of year. ... $ 48.37 $ 52.42 $ 47.11 $ 46.10 $ 34.13 ---------- ---------- ---------- ---------- ---------- Income (loss) from investment operations: Net investment income ................. 0.57 0.48 0.50 0.50 0.32 Net realized and unrealized gains (losses) on investments ...... (2.12) 2.90 5.31 1.01 11.97 ---------- ---------- ---------- ---------- ---------- Total from investment operations ........ (1.55) 3.38 5.81 1.51 12.29 ---------- ---------- ---------- ---------- ---------- Less distributions: Dividends from net investment income .. (0.57) (0.48) (0.50) (0.50) (0.32) Distributions from net realized gains . (1.31) (6.95) -- -- -- Return of capital ..................... (0.18) -- -- -- -- ---------- ---------- ---------- ---------- ---------- Total distributions ..................... (2.06) (7.43) (0.50) (0.50) (0.32) ---------- ---------- ---------- ---------- ---------- Net asset value at end of year .......... $ 44.76 $ 48.37 $ 52.42 $ 47.11 $ 46.10 ========== ========== ========== ========== ========== Total return (a) ........................ (3.51%) 7.04% 12.39% 3.27% 36.09% ========== ========== ========== ========== ========== Net assets at end of year (000's) ....... $ 67,267 $ 87,757 $ 107,243 $ 132,922 $ 129,719 ========== ========== ========== ========== ========== Ratio of expenses to average net assets . 0.84% 0.84% 0.78% 0.76% 0.79% Ratio of net investment income to average net assets ................. 1.12% 0.96% 0.95% 1.08% 0.77% Portfolio turnover rate ................. 12% 15% 17% 13% 15%
(a) Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. See accompanying notes to financial statements. 27
THE GOVERNMENT STREET MID-CAP FUND FINANCIAL HIGHLIGHTS ============================================================================================================== SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD ============================================================================================================== PERIOD YEARS ENDED MARCH 31, ENDED ---------------------------------------------------- MARCH 31, 2008 2007 2006 2005 2004 (a) - -------------------------------------------------------------------------------------------------------------- Net asset value at beginning of period .. $ 13.13 $ 13.71 $ 11.30 $ 10.33 $ 10.00 ---------- ---------- ---------- ---------- ---------- Income (loss) from investment operations: Net investment income ................. 0.03 0.04 0.05 0.01 0.01 Net realized and unrealized gains (losses) on investments ...... (0.53) 0.45 2.38 0.97 0.68 ---------- ---------- ---------- ---------- ---------- Total from investment operations ........ (0.50) 0.49 2.43 0.98 0.69 ---------- ---------- ---------- ---------- ---------- Less distributions: Dividends from net investment income .. (0.05) (0.05) (0.02) (0.01) (0.01) Distributions from net realized gains . (0.30) (1.02) -- (0.00)(b) (0.35) ---------- ---------- ---------- ---------- ---------- Total distributions ..................... (0.35) (1.07) (0.02) (0.01) (0.36) ---------- ---------- ---------- ---------- ---------- Net asset value at end of period ........ $ 12.28 $ 13.13 $ 13.71 $ 11.30 $ 10.33 ========== ========== ========== ========== ========== Total return (c) ........................ (3.99%) 3.83% 21.51% 9.47% 6.83%(d) ========== ========== ========== ========== ========== Net assets at end of period (000's).. ... $ 31,424 $ 33,961 $ 37,619 $ 32,025 $ 19,227 ========== ========== ========== ========== ========== Ratio of net expenses to average net assets (e) ................ 1.10% 1.10% 1.10% 1.10% 1.09%(f) Ratio of net investment income to average net assets ................. 0.25% 0.26% 0.37% 0.14% 0.11%(f) Portfolio turnover rate ................. 11% 11% 28% 6% 177%(f)
(a) Represents the period from the commencement of operations (November 17, 2003) through March 31, 2004. (b) Amount rounds to less than $0.01 per share. (c) Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. (d) Not annualized. (e) Absent investment advisory fees voluntarily waived by the Adviser, the ratio of expenses to average net assets would have been 1.12%, 1.12%, 1.11%, 1.23% and 1.71%(f) for the periods ended March 31, 2008, 2007, 2006, 2005 and 2004, respectively (Note 3). (f) Annualized. See accompanying notes to financial statements. 28
THE ALABAMA TAX FREE BOND FUND FINANCIAL HIGHLIGHTS ============================================================================================================== SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR ============================================================================================================== YEARS ENDED MARCH 31, ------------------------------------------------------------------ 2008 2007 2006 2005 2004 - -------------------------------------------------------------------------------------------------------------- Net asset value at beginning of year. ... $ 10.39 $ 10.40 $ 10.55 $ 10.90 $ 10.89 ---------- ---------- ---------- ---------- ---------- Income (loss) from investment operations: Net investment income ................. 0.36 0.36 0.34 0.35 0.35 Net realized and unrealized gains (losses) on investments ...... 0.12 (0.01) (0.15) (0.36) 0.01 ---------- ---------- ---------- ---------- ---------- Total from investment operations ........ 0.48 0.35 0.19 (0.01) 0.36 ---------- ---------- ---------- ---------- ---------- Less distributions: Dividends from net investment income .. (0.36) (0.36) (0.34) (0.34) (0.35) Distributions from net realized gains . (0.01) -- -- -- -- ---------- ---------- ---------- ---------- ---------- Total distributions ..................... (0.37) (0.36) (0.34) (0.34) (0.35) ---------- ---------- ---------- ---------- ---------- Net asset value at end of year .......... $ 10.50 $ 10.39 $ 10.40 $ 10.55 $ 10.90 ========== ========== ========== ========== ========== Total return (a) ........................ 4.66% 3.38% 1.80% (0.06%) 3.40% ========== ========== ========== ========== ========== Net assets at end of year (000's) ....... $ 25,426 $ 25,968 $ 26,182 $ 34,525 $ 38,702 ========== ========== ========== ========== ========== Ratio of net expenses to average net assets (b) ................ 0.65% 0.65% 0.65% 0.65% 0.65% Ratio of net investment income to average net assets ................. 3.46% 3.44% 3.25% 3.21% 3.26% Portfolio turnover rate ................. 6% 15% 5% 4% 10%
(a) Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. (b) Absent investment advisory fees voluntarily waived by the Adviser, the ratios of expenses to average net assets would have been 0.78%, 0.76%, 0.73%, 0.69%, and 0.68% for the years ended March 31, 2008, 2007, 2006, 2005 and 2004, respectively (Note 3). See accompanying notes to financial statements. 29 THE GOVERNMENT STREET FUNDS NOTES TO FINANCIAL STATEMENTS MARCH 31, 2008 ================================================================================ 1. SIGNIFICANT ACCOUNTING POLICIES The Government Street Equity Fund, The Government Street Mid-Cap Fund and The Alabama Tax Free Bond Fund (the "Funds") are each a no-load series of the Williamsburg Investment Trust (the "Trust"). The Trust, an open-end management investment company registered under the Investment Company Act of 1940, as amended, was organized as a Massachusetts business trust on July 18, 1988. The Government Street Equity Fund's investment objective is to seek capital appreciation through the compounding of dividends and capital gains, both realized and unrealized, by investing in common stocks. The Government Street Mid-Cap Fund's investment objective is to seek capital appreciation by investing in common stocks of mid-cap companies. The Alabama Tax Free Bond Fund's investment objectives are to provide current income exempt from federal income taxes and from the personal income taxes of Alabama and to preserve capital. The following is a summary of the Funds' significant accounting policies: Securities valuation -- The Funds' portfolio securities are valued as of the close of business of the regular session of the New York Stock Exchange (normally 4:00 p.m., Eastern time). Securities traded on a national stock exchange are valued based upon the closing price on the principal exchange where the security is traded. Securities which are quoted by NASDAQ are valued at the NASDAQ Official Closing Price. Securities which are traded over-the-counter are valued at the last sales price, if available, otherwise, at the last quoted bid price. It is expected that fixed income securities will ordinarily be traded in the over-the-counter market, and common stocks will ordinarily be traded on a national securities exchange, but may also be traded in the over-the-counter market. Short-term instruments (those with remaining maturities of 60 days or less) are valued at amortized cost, which approximates market value. When market quotations are not readily available, securities may be valued on the basis of prices provided by an independent pricing service. The prices provided by the pricing service are determined with consideration given to institutional bid and last sale prices and take into account securities prices, yields, maturities, call features, ratings, institutional trading in similar groups of securities and developments related to specific securities. If a pricing service cannot provide a valuation, securities will be valued in good faith at fair value using methods consistent with those determined by the Board of Trustees. Such methods of fair valuation may include, but are not limited to: multiple of earnings, multiple of book value, discount from market of a similar freely traded security, purchase price of security, 30 THE GOVERNMENT STREET FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ subsequent private transactions in the security or related securities, or a combination of these and other factors. Share valuation -- The net asset value per share of each Fund is calculated daily by dividing the total value of each Fund's assets, less liabilities, by the number of shares outstanding. The offering price and redemption price per share of each Fund is equal to the net asset value per share. Investment income -- Interest income is accrued as earned. Dividend income is recorded on the ex-dividend date. Discounts and premiums on fixed-income securities purchased are amortized using the interest method. Repurchase agreements -- The Funds 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 value. At the time the Funds enter into the joint repurchase agreement, the Funds take possession of the underlying securities and the seller agrees that the value of the underlying securities, including accrued interest, will at all times be equal to or exceed the face amount of the repurchase agreement. In addition, each Fund actively monitors and seeks additional collateral, as needed. Distributions to shareholders -- Dividends arising from net investment income are declared and paid quarterly to shareholders of The Government Street Equity Fund; declared and paid annually to shareholders of The Government Street Mid-Cap Fund; and declared daily and paid monthly to shareholders of The Alabama Tax Free Bond 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. The amount of distributions from net investment income and net realized gains are determined in accordance with federal income tax regulations which may differ from accounting principles generally accepted in the United States. These "book/tax" differences are either temporary or permanent in nature. Certain Funds may utilize earnings and profits distributed to shareholders on redemptions of shares as part of the dividends paid deduction for income tax purposes. The tax character of distributions paid during the years ended March 31, 2008 and March 31, 2007 are as follows:
- ---------------------------------------------------------------------------------------------------------- YEARS ORDINARY EXEMPT-INTEREST LONG-TERM RETURN OF TOTAL ENDED INCOME DIVIDENDS GAINS CAPITAL DISTRIBUTIONS - ---------------------------------------------------------------------------------------------------------- Government Street 03/31/08 $ 1,059,790 $ -- $ 1,866,409 $ 265,270 $ 3,191,469 Equity Fund 03/31/07 $ 1,084,650 $ -- $ 12,812,704 $ -- $ 13,897,354 - ---------------------------------------------------------------------------------------------------------- Government Street 03/31/08 $ 150,519 $ -- $ 730,879 $ -- $ 881,398 Mid-Cap Fund 03/31/07 $ 154,752 $ -- $ 2,609,394 $ -- $ 2,764,146 - ---------------------------------------------------------------------------------------------------------- Alabama Tax Free 03/31/08 $ -- $ 869,547 $ 15,917 $ -- $ 885,464 Bond Fund 03/31/07 $ -- $ 876,155 $ -- $ -- $ 876,155 - ----------------------------------------------------------------------------------------------------------
31 THE GOVERNMENT STREET FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ Security transactions -- Security transactions are accounted for on trade date. Gains and losses on securities sold are determined on a specific identification basis. Common expenses -- Common expenses of the Trust are allocated among the funds of the Trust based on relative net assets of each fund or the nature of the services performed and the relative applicability to each fund. Estimates -- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Federal income tax -- It is each Fund's policy to comply with the special provisions of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. As provided therein, in any fiscal year in which a Fund so qualifies, and distributes at least 90% of its taxable net income, the Fund (but not the shareholders) will be relieved of federal income tax on the income distributed. Accordingly, no provision for income taxes has been made. In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also each Fund's intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts from prior years. The following information is computed on a tax basis for each item as of March 31, 2008: - -------------------------------------------------------------------------------- GOVERNMENT GOVERNMENT ALABAMA STREET STREET TAX FREE EQUITY MID-CAP BOND FUND FUND FUND - -------------------------------------------------------------------------------- Cost of portfolio investments .. $ 38,991,733 $ 25,898,875 $ 25,152,858 ============ ============ ============ Gross unrealized appreciation .. $ 29,385,177 $ 7,769,841 $ 577,628 Gross unrealized depreciation .. (1,078,842) (1,772,146) (30,301) ------------ ------------ ------------ Net unrealized appreciation .... 28,306,335 5,997,695 547,327 Undistributed ordinary income .. -- 11,707 25,727 Undistributed long-term gains .. -- 14,205 2,085 Other temporary differences .... (46,884) (7,120) (27,608) ------------ ------------ ------------ Total distributable earnings ... $ 28,259,451 $ 6,016,487 $ 547,531 ============ ============ ============ - -------------------------------------------------------------------------------- 32 THE GOVERNMENT STREET FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ The difference between the federal income tax cost of portfolio investments and the financial statement cost for The Alabama Tax Free Bond Fund is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and accounting principles generally accepted in the United States. These "book/tax" differences are temporary in nature and are primarily due to the tax deferral of losses on wash sales and/or differing methods in the amortization of discounts and premiums on fixed income securities. During the year ended March 31, 2008, The Alabama Tax Free Bond Fund utilized capital loss carryforwards of $519 to offset current year realized gains. During the year ended March 31, 2008, The Government Street Equity Fund and The Government Street Mid-Cap Fund realized $10,223,336 and $369,183, respectively, of net capital gains resulting from in-kind redemptions (redemptions in which shareholders who redeemed Fund shares received securities held by the Fund rather than cash). The Funds recognize a gain on in-kind redemptions to the extent that the value of the distributed securities on the date of redemption exceeds the cost of those securities. Such gains are not taxable to the Funds and are not required to be distributed to shareholders. The Funds have reclassified these amounts against paid-in capital. These reclassifications are reflected on the Statements of Assets and Liabilities. Such reclassifications, the result of permanent differences between the financial statement and income tax reporting requirements, had no effect on each Fund's net assets or net asset value per share. For the year ended March 31, 2008, The Government Street Equity Fund reclassified return of capital distributions of $265,270 against paid-in capital on the Statements of Assets and Liabilities. For the year ended March 31, 2008, The Alabama Tax Free Bond Fund reclassified $776 of undistributed net investment income against accumulated net realized losses on the Statements of Assets and Liabilities. These reclassifications are due to permanent differences in the recognition of capital gains or losses under income tax regulations and accounting principles generally accepted in the United States. For The Alabama Tax Free Bond Fund the differences are primarily due to the tax treatment of certain debt obligations. Such reclassifications had no effect on each Fund's net assets or net asset value per share. On July 13, 2006, the Financial Accounting Standards Board ("FASB") released Interpretation No. 48 ("FIN 48") "Accounting for Uncertainty in Income Taxes." FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not 33 THE GOVERNMENT STREET FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ threshold would be recorded as a tax benefit or expense in the current year. Each Fund adopted the provisions of FIN 48 on September 30, 2007. Management analyzed the Funds' tax positions taken on Federal income tax returns for all open tax years (tax years ended March 31, 2005 through March 31, 2008) for purposes of implementing FIN 48 and has concluded that no provision for income tax is required in the financial statments. 2. INVESTMENT TRANSACTIONS During the year ended March 31, 2008, cost of purchases and proceeds from sales and maturities of investment securities, other than short-term investments and U.S. government securities, amounted to $9,215,266 and $27,321,075, respectively, for The Government Street Equity Fund; $3,514,522 and $4,200,803, respectively, for The Government Street Mid-Cap Fund; and $1,552,162 and $2,325,000, respectively, for The Alabama Tax Free Bond Fund. 3. TRANSACTIONS WITH AFFILIATES INVESTMENT ADVISORY AGREEMENT The Funds' investments are managed by T. Leavell & Associates, Inc. (the "Adviser") under the terms of an Investment Advisory Agreement. Under the Investment Advisory Agreement, The Government Street Equity Fund pays the Adviser a fee, which is computed and accrued daily and paid monthly, at an annual rate of .60% of its average daily net assets up to $100 million and .50% of such assets in excess of $100 million. The Government Street Mid-Cap Fund pays the Adviser a fee at an annual rate of .75% of its average daily net assets. The Alabama Tax Free Bond Fund pays the Adviser a fee at an annual rate of .35% of its average daily net assets up to $100 million and .25% of such assets in excess of $100 million. For the year ended March 31, 2008, the Adviser voluntarily undertook to limit the total operating expenses of The Government Street Mid-Cap Fund and The Alabama Tax Free Bond Fund to 1.10% and .65%, respectively, of each Fund's average daily net assets. Accordingly, the Adviser voluntarily waived $7,531 and $31,883, respectively, of its investment advisory fees from The Government Street Mid-Cap Fund and The Alabama Tax Free Bond Fund during the year ended March 31, 2008. Certain officers of the Trust are also officers of the Adviser. MUTUAL FUND SERVICES AGREEMENT Under the terms of a Mutual Fund Services Agreement between the Trust and Ultimus Fund Solutions, LLC ("Ultimus"), Ultimus provides administrative, pricing, accounting, dividend disbursing, shareholder servicing and transfer agent services for the Funds. For these services, Ultimus receives a monthly fee from The Government Street Equity Fund, The Government Street Mid-Cap Fund and The Alabama Tax Free Bond Fund at an annual rate of .15% of each Fund's average daily net assets up to $25 34 THE GOVERNMENT STREET FUNDS NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ million; .125% of the next $25 million of such assets; and .10% of such net assets in excess of $50 million. Additionally, The Government Street Equity Fund, The Government Street Mid-Cap Fund and the Alabama Tax Free Bond Fund are subject to a minimum monthly fee of $4,000, $4,000 and $3,500, respectively. In addition, each Fund pays out-of-pocket expenses including, but not limited to, postage, supplies and costs of pricing the Funds' portfolio securities. Certain officers of the Trust are also officers of Ultimus, or of Ultimus Fund Distributors, LLC (the "Distributor"), the principal underwriter of each Fund's shares and an affiliate of Ultimus. The Distributor is compensated by the Adviser (not the Funds) for acting as principal underwriter. COMPLIANCE CONSULTING AGREEMENT Under the terms of a Compliance Consulting Agreement between the Trust and Ultimus, Ultimus provides an individual to serve as the Trust's Chief Compliance Officer and to administer the Funds' compliance policies and procedures. For these services, the Funds pay Ultimus an annual base fee of $18,600 plus an asset-based fee equal to 0.01% per annum on the Funds' aggregate net assets in excess of $100 million. 4. CONTINGENCIES AND COMMITMENTS The Funds indemnify the Trust's officers and Trustees for certain liabilities that might arise from their performance of their duties to the Funds. Additionally, in the normal course of business the Funds enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote. 5. NEW ACCOUNTING PRONOUNCEMENT In September 2006, the Financial Accounting Standards Board issued Statement on Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements." This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current generally accepted accounting principles from the application of SFAS No. 157 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As of March 31, 2008, the Funds do not believe the adoption of SFAS No. 157 will impact the amounts reported in the financial statements. However, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements reported on the statement of changes in net assets for a fiscal period. 35 THE GOVERNMENT STREET FUNDS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ================================================================================ The Board of Trustees and Shareholders of The Government Street Equity Fund, The Government Street Mid-Cap Fund, and The Alabama Tax-Free Bond Fund of the Williamsburg Investment Trust We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of The Government Street Equity Fund, The Government Street Mid-Cap Fund, and The Alabama Tax-Free Bond Fund (the "Funds") (each a series of the Williamsburg Investment Trust), as of March 31, 2008, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds' internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2008, by correspondence with the custodian and brokers. 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 Government Street Equity Fund, The Government Street Mid-Cap Fund, and The Alabama Tax-Free Bond Fund at March 31, 2008, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Cincinnati, Ohio May 16, 2008 36 THE GOVERNMENT STREET FUNDS ABOUT YOUR FUNDS' EXPENSES (UNAUDITED) ================================================================================ We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of the Funds, you incur ongoing costs, including management fees and other fund expenses. Operating expenses, which are deducted from each Fund's gross income, directly reduce the investment returns of the Funds. A mutual fund's ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The examples below are based on an investment of $1,000 made at the beginning of the period (October 1, 2007) shown and held for the entire period (March 31, 2008). The table below illustrates each Fund's costs in two ways: ACTUAL FUND RETURN - This section helps you to estimate the actual expenses that you paid over the period. The "Ending Account Value" shown is derived from each Fund's actual return, and the third column shows the dollar amount of operating expenses that would have been paid by an investor who started with $1,000 in the Funds. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Funds under the heading "Expenses Paid During Period." HYPOTHETICAL 5% RETURN - This section is intended to help you compare the Funds' costs with those of other mutual funds. It assumes that each Fund had an annual return of 5% before expenses during the period shown, but that the expense ratio is unchanged. In this case, because the returns used are not the Funds' actual returns, the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess each Fund's costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds. Note that expenses shown in the table are meant to highlight and help you compare ongoing costs only. The Funds do not charge transaction fees, such as purchase or redemption fees, nor do they carry a "sales load." The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions. 37 THE GOVERNMENT STREET FUNDS ABOUT YOUR FUNDS' EXPENSES (UNAUDITED) (CONTINUED) ================================================================================ More information about the Funds' expenses, including historical expense ratios, can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Funds' prospectus.
- ---------------------------------------------------------------------------------------- Beginning Ending Account Value Account Value Expenses Paid Oct. 1, 2007 March 31, 2008 During Period* - ---------------------------------------------------------------------------------------- THE GOVERNMENT STREET EQUITY FUND - ---------------------------------------------------------------------------------------- Based on Actual Fund Return $ 1,000.00 $ 889.60 $ 3.92 - ---------------------------------------------------------------------------------------- Based on Hypothetical 5% Return (before expenses) $ 1,000.00 $ 1,020.85 $ 4.19 - ---------------------------------------------------------------------------------------- THE GOVERNMENT STREET MID-CAP FUND - ---------------------------------------------------------------------------------------- Based on Actual Fund Return $ 1,000.00 $ 900.50 $ 5.23 - ---------------------------------------------------------------------------------------- Based on Hypothetical 5% Return (before expenses) $ 1,000.00 $ 1,019.50 $ 5.55 - ---------------------------------------------------------------------------------------- THE ALABAMA TAX FREE BOND FUND - ---------------------------------------------------------------------------------------- Based on Actual Fund Return $ 1,000.00 $ 1,028.70 $ 3.30 - ---------------------------------------------------------------------------------------- Based on Hypothetical 5% Return (before expenses) $ 1,000.00 $ 1,021.75 $ 3.29 - ----------------------------------------------------------------------------------------
* Expenses are equal to the Funds' annualized expense ratios for the period as stated below, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). The Government Street Equity Fund 0.83% The Government Street Mid-Cap Fund 1.10% The Alabama Tax Free Bond Fund 0.65% 38 THE GOVERNMENT STREET FUNDS BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (UNAUDITED) ================================================================================ Overall responsibility for management of the Funds rests with the Board of Trustees. The Trustees serve during the lifetime of the Trust and until its termination, or until death, resignation, retirement or removal. The Trustees, in turn, elect the officers of the Funds. The officers have been elected for an annual term. The following are the Trustees and executive officers of the Funds:
POSITION HELD LENGTH OF TRUSTEE ADDRESS AGE WITH THE TRUST TIME SERVED - ------------------------------------------------------------------------------------------------------------------------------ * Charles M. Caravati, Jr. 931 Broad Street Road, 71 Chairman and Since Manakin-Sabot, VA Trustee June 1991 - ------------------------------------------------------------------------------------------------------------------------------ * Austin Brockenbrough III 1802 Bayberry Court, 71 Trustee Since Suite 400 September 1988 Richmond, VA - ------------------------------------------------------------------------------------------------------------------------------ * John T. Bruce 800 Main Street 54 Trustee Since Lynchburg, VA September 1988 - ------------------------------------------------------------------------------------------------------------------------------ Robert S. Harris 100 Darden Boulevard 58 Trustee Since Charlottesville, VA January 2007 - ------------------------------------------------------------------------------------------------------------------------------ J. Finley Lee, Jr. 4488 Pond Apple 68 Trustee Since Drive North September 1988 Naples, FL - ------------------------------------------------------------------------------------------------------------------------------ Richard L. Morrill University of Richmond 68 Trustee Since Richmond, VA March 1993 - ------------------------------------------------------------------------------------------------------------------------------ Harris V. Morrissette 100 Jacintoport Boulevard 48 Trustee Since Saraland, AL March 1993 - ------------------------------------------------------------------------------------------------------------------------------ Erwin H. Will, Jr. 47 Willway Avenue 75 Trustee Since Richmond, VA July 1997 - ------------------------------------------------------------------------------------------------------------------------------ Samuel B. Witt III 302 Clovelly Road 72 Trustee Since Richmond, VA November 1988 - ------------------------------------------------------------------------------------------------------------------------------ Thomas W. Leavell 150 Government Street 64 President Since Mobile, AL February 2004 - ------------------------------------------------------------------------------------------------------------------------------ Mary Shannon Hope 150 Government Street 44 Vice President of The Since Mobile, AL Government Street February 2004 Bond Fund - ------------------------------------------------------------------------------------------------------------------------------ Timothy S. Healey 600 Luckie Drive 55 Vice President of The Since Suite 305 Alabama Tax Free Bond January 1995 Birmingham, AL Fund and The Government Street Mid-Cap Fund - ------------------------------------------------------------------------------------------------------------------------------ Robert G. Dorsey 225 Pictoria Drive 51 Vice President Since Suite 450 November 2000 Cincinnati, OH - ------------------------------------------------------------------------------------------------------------------------------ Mark J. Seger 225 Pictoria Drive 46 Treasurer Since Suite 450 November 2000 Cincinnati, OH - ------------------------------------------------------------------------------------------------------------------------------ John F. Splain 225 Pictoria Drive 51 Secretary Since Suite 450 November 2000 Cincinnati, OH - ------------------------------------------------------------------------------------------------------------------------------ Tina H. Bloom 225 Pictoria Drive 39 Chief Compliance Officer Since Suite 450 August 2006 Cincinnati, OH - ------------------------------------------------------------------------------------------------------------------------------
* Messrs. Bruce, Brockenbrough and Caravati are "interested persons" of the Trust within the meaning of Section 2(a)(19) of the Investment Company Act of 1940. Charles M. Caravati, Jr. is the father of Charles M. Caravati III, an officer of The Jamestown Funds, which are other portfolios of the Trust. 39 THE GOVERNMENT STREET FUNDS BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (UNAUDITED) (CONTINUED) ================================================================================ Each Trustee oversees eleven portfolios of the Trust, including the Funds. The principal occupations of the Trustees and executive officers of the Funds during the past five years and public directorships held by the Trustees are set forth below: Charles M. Caravati, Jr. is a retired physician. He is also the retired President of Dermatology Associates of Virginia, P.C. Austin Brockenbrough III is President and Managing Director of Lowe, Brockenbrough & Company, Inc. (an investment advisory firm). He is a member of the Board of Directors of Tredegar Corporation (a plastics manufacturer) and Wilkinson O'Grady & Co., Inc. (a global asset manager). John T. Bruce is a Principal of Flippin, Bruce & Porter, Inc. (an investment advisory firm). Robert S. Harris is the C. Stewart Sheppard Professor of Business Administration at The Darden Graduate School of Business Administration at the University of Virginia. He was previously the dean at Darden. Professor Harris has published widely on corporate finance, financial markets and mergers and acquisitions and has served as a consultant to corporations and government agencies. J. Finley Lee, Jr. is a financial consultant and the Julian Price Professor Emeritus at the University of North Carolina. Richard L. Morrill is the Chancellor of the University of Richmond. He is also a member of the Board of Directors of Tredegar Corporation and Albemarle Corporation (polymers and chemical manufacturer). Harris V. Morrissette is Chief Executive Officer of China Doll Rice Company. He is a member of the Board of Directors of BancTrust Financial Group, Inc. (a bank holding company) and EnergySouth, Inc. In addition, he is Chairman of Azalea Aviation, Inc. (an airplane fueling company). Erwin H. Will, Jr. is the retired Chief Investment Officer of Virginia Retirement System (VRS). Subsequent to his retirement, he temporarily served as Acting Managing Director of Equities for VRS. Samuel B. Witt III is the retired Senior Vice President and General Counsel of Stateside Associates, Inc. He is also a member of the Board of Directors of The Swiss Helvetia Fund, Inc. (a closed-end investment company). Thomas W. Leavell is a Principal of the Adviser. Mary Shannon Hope is a Principal of the Adviser. Timothy S. Healey is a Principal of the Adviser. 40 THE GOVERNMENT STREET FUNDS BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (UNAUDITED) (CONTINUED) ================================================================================ Robert G. Dorsey is a Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC. Mark J. Seger is a Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC. John F. Splain is a Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC. Tina H. Bloom is Vice President of Administration of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors,LLC. Additional information about members of the Board of Trustees and executive officers is available in the Statement of Additional Information (SAI). To obtain a free copy of the SAI, please call 1-800-281-3217. FEDERAL TAX INFORMATION (UNAUDITED) ================================================================================ For the fiscal year ended March 31, 2008 certain dividends paid by The Government Street Equity Fund, The Government Street Mid-Cap Fund and The Alabama Tax Free Bond Fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Funds intend to designate up to a maximum amount of $1,059,790, $150,519, and $0, respectively, as taxed at a maximum rate of 15%, as well as $1,819,525, $730,879 and $15,917, respectively, as long-term gain distributions. Additionally, for the fiscal year ended March 31, 2008, 100% of the dividends paid from ordinary income by The Governent Street Equity Fund and The Government Street Mid-Cap Fund qualified for the dividends received deduction for corporations. Complete information will be computed and reported in conjunction with your 2008 Form 1099-DIV. 41 THE GOVERNMENT STREET FUNDS OTHER INFORMATION (UNAUDITED) ================================================================================ A description of the policies and procedures that the Funds use to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-866-738-1125, or on the Securities and Exchange Commission's ("SEC") website at http://www.sec.gov. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge upon request by calling toll-free 1-866-738-1125 or on the SEC's website at http://www.sec.gov. The Trust files a complete listing of portfolio holdings for the Funds with the SEC as of the first and third quarters of each fiscal year on Form N-Q. The filings are available upon request, by calling 1-866-738-1125. Furthermore, you may obtain a copy of these filings on the SEC's website at http://www.sec.gov. The Trust's Forms N-Q may also be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. 42 THE GOVERNMENT STREET FUNDS DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED) ================================================================================ At an in-person meeting held on February 12, 2008, the Board of Trustees, including a majority of the Independent Trustees, approved the continuance for a one-year period of the Investment Advisory Agreements with the Adviser on behalf of The Government Street Equity Fund, The Government Street Mid-Cap Fund and The Alabama Tax Free Bond Fund. Below is a discussion of the factors considered by the Board of Trustees along with the conclusions with respect thereto that formed the basis for the Board's approvals. In selecting the Adviser and approving the most recent annual continuance of the Investment Advisory Agreements, the Trustees considered all information they deemed reasonably necessary to evaluate the terms of the Agreements. The principal areas of review by the Trustees were the nature, extent and quality of the services provided by the Adviser and the reasonableness of the fees charged for those services. These matters were considered by the Independent Trustees consulting with experienced counsel for the Independent Trustees, who is independent of the Adviser. The Trustees' evaluation of the quality of the Adviser's services took into account their knowledge and experience gained through meetings with and reports of the Adviser's senior management over the course of the preceding year. Both short-term and long-term investment performance of the Funds was considered. Each Fund's performance was compared to its performance benchmark and to that of competitive funds with similar investment objectives. The Trustees also considered the scope and quality of the in-house capabilities of the Adviser and other resources dedicated to performing services for the Funds. The quality of administrative and other services, including the Adviser's role in coordinating the activities of the Funds' other service providers, were considered in light of the Funds' compliance with investment policies and applicable laws and regulations and of related reports by management and the Funds' independent public accountants in periodic meetings with the Trust's Audit Committee. The Trustees also considered the business reputation of the Adviser, the qualifications of its key investment and compliance personnel, and its financial resources. In reviewing the fees payable under the Investment Advisory Agreements, the Trustees compared the advisory fees and overall expense levels of each Fund with those of competitive funds with similar investment objectives. The Trustees considered information provided by the Adviser concerning the Adviser's profitability with respect to each Fund, including the assumptions and methodology used in preparing the profitability information, in light of applicable case law relating to advisory fees. For these purposes, the Trustees took into account not only the fees paid by the Funds, but also so-called "fallout" benefits to the Adviser. The Trustees also considered the 43 THE GOVERNMENT STREET FUNDS DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED) (CONTINUED) ================================================================================ Adviser's representations that all of the Funds' portfolio trades were executed based on the best price and execution available, and that the Adviser does not participate in any soft dollar or directed brokerage arrangements. The Trustees further considered that neither the Funds nor the Adviser participate in any revenue sharing arrangements on behalf of the Funds. In evaluating the Funds' advisory fees, the Trustees took into account the complexity and quality of the investment management of the Funds. Based upon their review of this information, the Independent Trustees concluded that: (i) based on the long-term performance of each Fund as compared to similarly managed funds and the other services provided under the Investment Advisory Agreements, they believe that the Adviser has provided quality services to the Funds; (ii) the investment advisory fees payable to the Adviser by each Fund are competitive with similarly managed funds, and they believe the fees to be reasonable given the quality of services provided by the Adviser; (iii) the total operating expense ratio of each Fund is less than the average expense ratio for comparably managed funds, according to statistics derived from Morningstar, Inc.; and (iv) the Adviser's voluntary commitment to cap overall operating expenses of The Government Street Mid-Cap Fund and The Alabama Tax Free Bond Fund through advisory fee waivers has enabled those Funds to further increase returns for shareholders. Given the current size of the Funds and their expected growth, the Independent Trustees did not believe that at the present time it would be relevant to consider the extent to which economies of scale would be realized as the Funds grow, and whether fee levels reflect these economies of scale. The Independent Trustees also considered the "fallout" benefits to, and the profitability of, the Adviser with respect to the Funds, but given the amounts involved viewed these as secondary factors in connection with the evaluation of the reasonableness of the advisory fees paid by the Funds. No single factor was considered in isolation or to be determinative to the decision of the Trustees to approve continuance of the Investment Advisory Agreements. Rather the Trustees concluded, in light of a weighing and balancing of all factors considered, that it was in the best interests of each Fund and its shareholders to continue its Investment Advisory Agreement without modification to its terms, including the fees charged for services thereunder. 44 This page intentionally left blank. ================================================================================ THE GOVERNMENT STREET FUNDS ============================================= No Load Mutual Funds INVESTMENT ADVISER T. Leavell & Associates, Inc. 150 Government Street Post Office Box 1307 Mobile, AL 36633 ADMINISTRATOR Ultimus Fund Solutions, LLC P.O. Box 46707 Cincinnati, OH 45246-0707 1-866-738-1125 LEGAL COUNSEL Sullivan & Worcester LLP One Post Office Square Boston, MA 02109 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 1900 Scripps Center 312 Walnut Street Cincinnati, OH 45202 BOARD OF TRUSTEES Austin Brockenbrough, III John T. Bruce Charles M. Caravati, Jr. Robert S. Harris J. Finley Lee, Jr. Richard L. Morrill Harris V. Morrissette Erwin H. Will, Jr. Samuel B. Witt, III PORTFOLIO MANAGERS Thomas W. Leavell, The Government Street Equity Fund The Government Street Mid-Cap Fund Timothy S. Healey, The Government Street Mid-Cap Fund The Alabama Tax Free Bond Fund Richard E. Anthony, Jr., The Government Street Mid-Cap Fund Mary Shannon Hope, The Government Street Bond Fund ================================================================================ ITEM 2. CODE OF ETHICS. As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. Pursuant to Item 12(a)(1), a copy of registrant's code of ethics is filed as an exhibit to this Form N-CSR. During the period covered by this report, the code of ethics has not been amended, and the registrant has not granted any waivers, including implicit waivers, from the provisions of the code of ethics. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The registrant's board of trustees has determined that the registrant has at least one audit committee financial expert serving on its audit committee. The name of the audit committee financial expert is Dr. Robert S. Harris. Dr. Harris is "independent" for purposes of this Item. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) AUDIT FEES. The aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $140,525 and $146,951 with respect to the registrant's fiscal years ended March 31, 2008 and 2007, respectively. (b) AUDIT-RELATED FEES. No fees were billed in either of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item. (c) TAX FEES. No fees were billed in either of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. (d) ALL OTHER FEES. No fees were billed in either of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. (e)(1) The audit committee has adopted pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. Pursuant to the pre-approval policies and procedures, the audit committee has pre-approved certain audit, audit-related and tax services and has established, with respect to each fiscal year of the registrant, the following maximum fee levels for services covered under the pre-approval policies and procedures: o Services, relating to a new series or class of a series, associated with SEC registration statements, periodic reports and other documents filed by the registrant with the SEC or other documents issued by the registrant in connection with securities offerings and assistance in responding to SEC comment letters--$5,000 o Consultations with management of the registrant, not in connection with an audit, as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB or other regulatory or standard setting bodies--$5,000 o All tax services provided to the registrant in the aggregate--$5,000 (e)(2) None of the services described in paragraph (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) Less than 50% of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. (g) No non-audit fees were billed in either of the last two fiscal years by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. (h) The principal accountant has not provided any non-audit services to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable ITEM 6. SCHEDULE OF INVESTMENTS. Not applicable [schedule filed with Item 1] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The registrant's Nominating Committee shall review shareholder recommendations to fill vacancies on the registrant's board of trustees if such recommendations are submitted in writing, addressed to the Committee at the registrant's offices and meet any minimum qualifications adopted by the Committee. The Committee may adopt, by resolution, a policy regarding its procedures for considering candidates for the board of trustees, including any recommended by shareholders. ITEM 11. CONTROLS AND PROCEDURES. (a) Based on their evaluation of the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the registrant's principal executive officers and principal financial officer have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported on a timely basis. (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated. (a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached hereto (a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto (a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons: Not applicable (b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto Exhibit 99.CODE ETH Code of Ethics Exhibit 99.CERT Certifications required by Rule 30a-2(a) under the Act Exhibit 99.906CERT Certifications required by Rule 30a-2(b) under the Act SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Williamsburg Investment Trust ----------------------------------------------------------------- By (Signature and Title)* /s/ John F. Splain -------------------------------------------------- John F. Splain, Secretary Date May 30, 2008 ------------------------ Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ John T. Bruce -------------------------------------------------- John T. Bruce, President (FBP Value Fund and FBP Balanced Fund) Date May 30, 2008 ------------------------ By (Signature and Title)* /s/ Thomas W. Leavell -------------------------------------------------- Thomas W. Leavell, President (The Government Street Equity Fund, The Government Street Mid-Cap Fund and The Alabama Tax Free Bond Fund) Date May 30, 2008 ------------------------ By (Signature and Title)* /s/ Charles M. Caravati III -------------------------------------------------- Charles M. Caravati III, President (The Jamestown Balanced Fund, The Jamestown Equity Fund and The Jamestown International Equity Fund) Date May 30, 2008 ------------------------ By (Signature and Title)* /s/ Joseph A. Jennings III -------------------------------------------------- Joseph A. Jennings III, President (The Jamestown Tax Exempt Virginia Fund) Date May 30, 2008 ------------------------ By (Signature and Title)* /s/ Lawrence B. Whitlock, Jr. -------------------------------------------------- Lawrence B. Whitlock, Jr., President (The Jamestown Select Fund) Date May 30, 2008 ------------------------ By (Signature and Title)* /s/ Joseph L. Antrim III -------------------------------------------------- Joseph L. Antrim III, President (The Davenport Equity Fund) Date May 30, 2008 ------------------------ By (Signature and Title)* /s/ Mark J. Seger -------------------------------------------------- Mark J. Seger, Treasurer Date May 30, 2008 ------------------------ * Print the name and title of each signing officer under his or her signature. EX-99.CODE ETH 2 ex99codeeth.txt CODE OF ETHICS WILLIAMSBURG INVESTMENT TRUST CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS I. COVERED OFFICERS/PURPOSE OF THE CODE The code of ethics (this "Code") for Williamsburg Investment Trust (the "Company") applies to the Company's Principal Executive Officer(s), Principal Financial Officer(s) and Principal Accounting Officer(s) (the "Covered Officers" each of whom are set forth in Exhibit A) for the purpose of promoting: o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Company; o compliance with applicable laws and governmental rules and regulations; o the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and o accountability for adherence to the Code. Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF INTEREST OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Company. Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of their status as "affiliated persons" of the Company. The Company's and the investment adviser's compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code. Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Company and the investment adviser/administrator of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Company or for the adviser/administrator, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser/administrator and the Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the adviser/administrator and is consistent with the performance by the Covered Officers of their duties as officers of the Company. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Company's Board of Trustees ("Board") that the Covered Officers may also be officers or employees of one or more investment companies covered by other codes. Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company. Each Covered Officer must: o not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Company whereby the Covered Officer would benefit personally to the detriment of the Company; o not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Company; o not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; o report at least annually any affiliations or other relationships related to conflicts of interest that the Company's Trustees and Officers Questionnaire covers. There are some conflict of interest situations that should always be discussed with Counsel for the Company if material. Examples of these include: o service as a director on the board of any public company; o the receipt of any non-nominal gifts; -2- o the receipt of any entertainment from any company with which the Company has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any questions of impropriety; o any ownership interest in, or any consulting or employment relationship with, any of the Company's service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof; o a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer's employment, such as compensation or equity ownership. III. DISCLOSURE AND COMPLIANCE o each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Company; o each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company's directors and auditors, and to governmental regulators and self-regulatory organizations; o each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Company and the adviser/administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Company files with, or submits to, the SEC and in other public communications made by the Company; and o it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. IV. REPORTING AND ACCOUNTABILITY Each Covered Officer must: o upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and understands the Code; o annually thereafter affirm to the Board that he has complied with the requirements of the Code; o not retaliate against any other Covered Officer or any employee of the Company or their affiliated persons for reports of potential violations that are made in good faith; and -3- o notify Counsel for the Company promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code. Counsel for the Company is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, any approvals or waivers sought by a Covered Officer will be considered by the Ethics Committee (the "Committee"). The Company will follow these procedures in investigating and enforcing this Code: o Counsel for the Company will take all appropriate action to investigate any potential violations reported to him; o if, after such investigation, Counsel believes that no violation has occurred, Counsel is not required to take any further action; o any matter that Counsel believes is a violation will be reported to the Committee; o if the Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser/administrator or its board; or a recommendation to dismiss the Covered Officer; o the Board will be responsible for granting waivers, as appropriate; and o any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules. V. OTHER POLICIES AND PROCEDURES This Code shall be the sole code of ethics adopted by the Company for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Company, the Company's adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Company's and its investment adviser's and principal underwriter's codes of ethics under Rule 17j-1 under the Investment Company Act are separate requirements applying to the Covered Officers and others, and are not part of this Code. -4- VI. AMENDMENTS Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent trustees. VII. CONFIDENTIALITY All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Board and Counsel for the Company. VIII. INTERNAL USE The Code is intended solely for the internal use by the Company and does not constitute an admission, by or on behalf of the Company, as to any fact, circumstance, or legal conclusion. Date: August 18, 2003 -5- EXHIBIT A Persons Covered by this Code of Ethics -------------------------------------- John T. Bruce Joseph L. Antrim Charles M. Caravati III Joseph A. Jennings III Lawrence B. Whitlock, Jr. Thomas W. Leavell Mark J. Seger -6- EX-99.CERT 3 ex99cert.txt CERTIFICATIONS REQUIRED BY RULE 30A-2(A) EX-99.CERT CERTIFICATIONS -------------- I, John T. Bruce, certify that: 1. I have reviewed this report on Form N-CSR of FBP Value Fund and FBP Balanced Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 30, 2008 /s/ John T. Bruce -------------------------------------------------- John T. Bruce, President of FBP Value Fund and FBP Balanced Fund CERTIFICATIONS -------------- I, Thomas W. Leavell, certify that: 1. I have reviewed this report on Form N-CSR of The Government Street Equity Fund, The Government Street Mid-Cap Fund and The Alabama Tax Free Bond Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 30, 2008 /s/ Thomas W. Leavell -------------------------------------------------- Thomas W. Leavell, President of The Government Street Equity Fund, The Government Street Mid-Cap Fund and The Alabama Tax Free Bond Fund CERTIFICATIONS -------------- I, Charles M. Caravati III, certify that: 1. I have reviewed this report on Form N-CSR of The Jamestown Balanced Fund, The Jamestown Equity Fund and The Jamestown International Equity Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 30, 2008 /s/ Charles M. Caravati III -------------------------------------------------- Charles M. Caravati III, President of The Jamestown Balanced Fund, The Jamestown Equity Fund and The Jamestown International Equity Fund CERTIFICATIONS -------------- I, Joseph A. Jennings III, certify that: 1. I have reviewed this report on Form N-CSR of The Jamestown Tax Exempt Virginia Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 30, 2008 /s/ Joseph A. Jennings III -------------------------------------------------- Joseph A. Jennings III, President of The Jamestown Tax Exempt Virginia Fund CERTIFICATIONS -------------- I, Lawrence B. Whitlock, Jr., certify that: 1. I have reviewed this report on Form N-CSR of The Jamestown Select Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 30, 2008 /s/ Lawrence B. Whitlock, Jr. -------------------------------------------------- Lawrence B. Whitlock, Jr., President of The Jamestown Select Fund CERTIFICATIONS -------------- I, Joseph L. Antrim III, certify that: 1. I have reviewed this report on Form N-CSR of The Davenport Equity Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 30, 2008 /s/ Joseph L. Antrim III -------------------------------------------------- Joseph L. Antrim III, President of The Davenport Equity Fund CERTIFICATIONS -------------- I, Mark J. Seger, certify that: 1. I have reviewed this report on Form N-CSR of Williamsburg Investment Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 30, 2008 /s/ Mark J. Seger -------------------------------------------------- Mark J. Seger, Treasurer EX-99.906 CERT 4 ex99906cert.txt CERTIFICATIONS REQUIRED BY RULE 30A-2(B) EX-99.906CERT CERTIFICATIONS -------------- John T. Bruce, Chief Executive Officer, and Mark J. Seger, Chief Financial Officer, of FBP Value Fund and FBP Balanced Fund, series of Williamsburg Investment Trust (the "Registrant"), each certify to the best of his knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended March 31, 2008 (the "Form N-CSR") fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER Williamsburg Investment Trust Williamsburg Investment Trust /s/ John T. Bruce /s/ Mark J. Seger - ---------------------------------- ---------------------------------- John T. Bruce, President of FBP Mark J. Seger, Treasurer Value Fund and FBP Balanced Fund Date: May 30, 2008 Date: May 30, 2008 A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, OR OTHER DOCUMENT AUTHENTICATING, ACKNOWLEDGING OR OTHERWISE ADOPTING THE SIGNATURE THAT APPEARS IN TYPED FORM WITHIN THE ELECTRONIC VERSION OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, HAS BEEN PROVIDED TO WILLIAMSBURG INVESTMENT TRUST AND WILL BE RETAINED BY WILLIAMSBURG INVESTMENT TRUST AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. CERTIFICATIONS -------------- Thomas W. Leavell, Chief Executive Officer, and Mark J. Seger, Chief Financial Officer, of The Government Street Equity Fund, The Government Street Bond Fund, The Government Street Mid-Cap Fund and The Alabama Tax Free Bond Fund, series of Williamsburg Investment Trust (the "Registrant"), each certify to the best of his knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended March 31, 2008 (the "Form N-CSR") fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER Williamsburg Investment Trust Williamsburg Investment Trust /s/ Thomas W. Leavell /s/ Mark J. Seger - ---------------------------------- ---------------------------------- Thomas W. Leavell, President of Mark J. Seger, Treasurer The Government Street Equity Fund, The Government Street Mid-Cap Fund and The Alabama Tax Free Bond Fund Date: May 30, 2008 Date: May 30, 2008 A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, OR OTHER DOCUMENT AUTHENTICATING, ACKNOWLEDGING OR OTHERWISE ADOPTING THE SIGNATURE THAT APPEARS IN TYPED FORM WITHIN THE ELECTRONIC VERSION OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, HAS BEEN PROVIDED TO WILLIAMSBURG INVESTMENT TRUST AND WILL BE RETAINED BY WILLIAMSBURG INVESTMENT TRUST AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. CERTIFICATIONS -------------- Charles M. Caravati III, Chief Executive Officer, and Mark J. Seger, Chief Financial Officer, of The Jamestown Balanced Fund, The Jamestown Equity Fund and The Jamestown International Equity Fund, series of Williamsburg Investment Trust (the "Registrant"), each certify to the best of his knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended March 31, 2008 (the "Form N-CSR") fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER Williamsburg Investment Trust Williamsburg Investment Trust /s/ Charles M. Caravati III /s/ Mark J. Seger - ---------------------------------- ---------------------------------- Charles M. Caravati III, President of Mark J. Seger, Treasurer The Jamestown Balanced Fund, The Jamestown Equity Fund and The Jamestown International Equity Fund Date: May 30, 2008 Date: May 30, 2008 A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, OR OTHER DOCUMENT AUTHENTICATING, ACKNOWLEDGING OR OTHERWISE ADOPTING THE SIGNATURE THAT APPEARS IN TYPED FORM WITHIN THE ELECTRONIC VERSION OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, HAS BEEN PROVIDED TO WILLIAMSBURG INVESTMENT TRUST AND WILL BE RETAINED BY WILLIAMSBURG INVESTMENT TRUST AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. CERTIFICATIONS -------------- Joseph A. Jennings III, Chief Executive Officer, and Mark J. Seger, Chief Financial Officer, of The Jamestown Tax Exempt Virginia Fund, a series of Williamsburg Investment Trust (the "Registrant"), each certify to the best of his knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended March 31, 2008 (the "Form N-CSR") fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER Williamsburg Investment Trust Williamsburg Investment Trust /s/ Joseph A. Jennings III /s/ Mark J. Seger - ---------------------------------- ---------------------------------- Joseph A. Jennings III, President of Mark J. Seger, Treasurer The Jamestown Tax Exempt Virginia Fund Date: May 30, 2008 Date: May 30, 2008 A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, OR OTHER DOCUMENT AUTHENTICATING, ACKNOWLEDGING OR OTHERWISE ADOPTING THE SIGNATURE THAT APPEARS IN TYPED FORM WITHIN THE ELECTRONIC VERSION OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, HAS BEEN PROVIDED TO WILLIAMSBURG INVESTMENT TRUST AND WILL BE RETAINED BY WILLIAMSBURG INVESTMENT TRUST AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. CERTIFICATIONS -------------- Lawrence B. Whitlock, Jr., Chief Executive Officer, and Mark J. Seger, Chief Financial Officer, of The Jamestown Select Fund, a series of Williamsburg Investment Trust (the "Registrant"), each certify to the best of his knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended March 31, 2008 (the "Form N-CSR") fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER Williamsburg Investment Trust Williamsburg Investment Trust /s/ Lawrence B. Whitlock, Jr. /s/ Mark J. Seger - ---------------------------------- ---------------------------------- Lawrence B. Whitlock, Jr., President of Mark J. Seger, Treasurer The Jamestown Select Fund Date: May 30, 2008 Date: May 30, 2008 A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, OR OTHER DOCUMENT AUTHENTICATING, ACKNOWLEDGING OR OTHERWISE ADOPTING THE SIGNATURE THAT APPEARS IN TYPED FORM WITHIN THE ELECTRONIC VERSION OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, HAS BEEN PROVIDED TO WILLIAMSBURG INVESTMENT TRUST AND WILL BE RETAINED BY WILLIAMSBURG INVESTMENT TRUST AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. CERTIFICATIONS -------------- Joseph L. Antrim III, Chief Executive Officer, and Mark J. Seger, Chief Financial Officer, of The Davenport Equity Fund, a series of Williamsburg Investment Trust (the "Registrant"), each certify to the best of his knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended March 31, 2008 (the "Form N-CSR") fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER Williamsburg Investment Trust Williamsburg Investment Trust /s/ Joseph L. Antrim III /s/ Mark J. Seger - ---------------------------------- ---------------------------------- Joseph L. Antrim III, President of Mark J. Seger, Treasurer The Davenport Equity Fund Date: May 30, 2008 Date: May 30, 2008 A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, OR OTHER DOCUMENT AUTHENTICATING, ACKNOWLEDGING OR OTHERWISE ADOPTING THE SIGNATURE THAT APPEARS IN TYPED FORM WITHIN THE ELECTRONIC VERSION OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, HAS BEEN PROVIDED TO WILLIAMSBURG INVESTMENT TRUST AND WILL BE RETAINED BY WILLIAMSBURG INVESTMENT TRUST AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. -----END PRIVACY-ENHANCED MESSAGE-----