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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, 2009
--------------------------
Date of reporting period: March 31, 2009
--------------------------
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 ||
- ----------------- || DAVENPORT CORE FUND
ASSET MANAGEMENT ||
ANNUAL REPORT
March 31, 2009
================================================================================
THE DAVENPORT CORE FUND
LETTER TO SHAREHOLDERS APRIL 22, 2009
================================================================================
Dear Shareholders,
The following chart represents The Davenport Core Fund's (the "Fund")
performance and the performance of the S&P 500 Index*, the Fund's primary
benchmark, for the periods ended March 31, 2009.
Fiscal Year
2009
Since Gross
Inception** Expense
Q1 2009 1 Year 3 Years** 5 Years** 10 Years** (1/15/98) Ratio:
- ----------------------------------------------------------------------------------
DAVPX -9.60 -36.85 -10.42 -3.40 -1.28 0.55 1.00%
S&P 500 -11.01 -38.09 -13.06 -4.76 -3.00 0.14
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
The first quarter of 2009 brought further market declines. After a short-lived
rally in late 2008/early 2009, economic woes and uncertainty surrounding the
banking system reigned supreme for most of the quarter. The S&P 500 declined
11.01%, while the Lipper Equity Income Fund(1) and Russell Midcap(2) Indices
posted declines of 12.42% and 8.98%, respectively. This marked the sixth
consecutive quarter of market declines. In a repeat of prior quarters, financial
stocks once again led the way down.
On a more positive note, March brought much welcomed signs of life. After
closing at a 12-year low early in the month, the S&P 500 managed to rally 23%
from March 10th to March 26th and ended the month with an 8.8% advance. Ongoing
government initiatives aimed at stabilizing the financial system and some better
than expected economic data points prompted the move upward. In a reversal of
prior months, Financials led the surge. This was the best monthly gain since
2002 and should have improved investor psychology somewhat. Many investors had
become so accustomed to persistent declines that they seemed to question whether
a rally was even possible.
For much of the quarter, we witnessed ongoing panic selling, pressure from short
sellers and a strike on the part of buyers, who preferred to sit on cash. Those
making bets against the market were repeatedly vindicated in tandem with
constant declines. As
2
market conditions started to improve, such bets were finally faced with the risk
of losing money, thereby prompting short covering that added to the late-quarter
rally. Concurrently, those sitting on the sidelines may have started to wade
back into the market. There is currently a tremendous amount of liquidity in the
system. According to recent commentary from Credit Suisse, roughly $14 trillion
is sitting in "sideline cash" (money market funds, bank savings deposits and
treasury debt held by the public). This compares to a total U.S. equity market
capitalization of roughly $9 trillion. Clearly, putting some of this liquidity
to work can have a significant impact on the market.
Furthermore, our government is pumping liquidity into the system. The Obama
Administration seems intent on printing and spending as much money as necessary
in order to stimulate the economy and loosen credit markets. While many of the
Administration's recent actions seemed to have ameliorated market conditions,
they are not without long-term consequences. In fact, aggressive monetary
stimulus and deficit spending could ultimately lead to an inflation problem.
Officials are keenly aware of this and, for example, may be quick to raise
interest rates as conditions start to improve. Hence, some of the actions being
taken today to improve the economy could ultimately subdue the magnitude of a
recovery.
In terms of government policy, many are also fearful of measures that will be
unfriendly to corporations and investors. It appears we may fund bailouts,
spending needs and a rising deficit with higher income taxes on top earners,
higher dividend taxes, higher capital gains taxes and the closing of various
corporate tax breaks. Furthermore, industries such as Health Care and Financials
may fall victim to more intense oversight and reform. All told, the Obama
Administration may be ushering in a new era of increased regulation, higher
taxes and social spending aimed at benefiting the common good. We are hopeful
that the negotiating process in Washington will lead to a reasonable outcome.
The government has certainly added a new wildcard to an already unpredictable
market environment.
We are realistic about the near-term economic picture. Data points on
unemployment, corporate earnings, consumer spending, and the housing market may
continue to be sobering. Moreover, the ultimate impact of efforts to revive the
banking system remains unpredictable. That said, sentiment has been so negative
that signs of the downturn simply moderating may be enough to help push equity
markets higher from current valuation levels. At a minimum, we should see
improved (or just less scary) economic and earnings figures later this year as
we cycle against easy comparisons. Longer-term, we continue to expect more
subdued consumer spending and economic growth as we enter a new era of
de-leveraging and prudence. We have heard some media outlets dub this era "the
great adjustment" and we think that is an apt title.
3
FUND COMMENTARY
The Davenport Core Fund was down 36.85% for the 12-month period ended March 31,
2009. Credit and recession fears led to broad based market pressure throughout
the 12-month period. We hoped that large cap high-quality institutions would
perform better than proved to be the case. Simply put, stocks of all shapes and
sizes were battered in tandem with a global liquidity crunch.
The Fund's relatively defensive positioning helped cushion the market's blow
somewhat. Its decline compared favorably to a 38.09% slide for the S&P 500 over
the same time frame. Most notably, we maintained an above average cash balance
and were underweight credit sensitive Financials such as banks. That said, we
acknowledge that decent relative performance offers little solace given sizeable
absolute declines.
The Financials sector represented the most significant drag on absolute results,
but it was the biggest driver of relative performance versus the S&P 500.
Collectively, our financial stocks fared much better than those in the
benchmark. Throughout the period, we emphasized financial sub-sectors such as
property & casualty insurers and asset managers. Although these areas were by no
means safe havens, they did better than more credit sensitive entities. We are
pleased that recent government efforts seemed to have calmed the financial
system and provided a lift to bank stocks. That said, we expect to maintain an
emphasis on more transparent and well capitalized companies within the
Financials sector.
Our overweight position in the Consumer Staples sector helped performance, but
this was offset in part by the poor performance of specific holdings within the
space. During these difficult times, we have been comfortable with an overweight
stance in this relatively defensive group. We may consider shifting our emphasis
to more economically sensitive sectors as we see signs of economic improvement.
Our Consumer Discretionary holdings were weak in the face of lower consumer
spending. We have recently lifted our exposure to the Consumer Discretionary
sector via purchases of well known names such as Nike and Toyota. We are not
trying to call a bottom for the consumer and remain underweight in the group
versus the S&P 500, but felt as though these quality franchises offered
relatively low risk ways to get exposure to a cyclical upturn.
The Technology sector was a disappointment during 2008. We thought the healthy
balance sheets, decent growth prospects and reasonable valuations typical of
many companies in the group would allow for relatively healthy performance. This
proved not to be the case. We were also hurt last year by exposure to
international wireless telecom plays, which gave back the 2007 gains we enjoyed.
At current valuation levels, we believe it is worth staying the course with our
tech and telecom holdings and have been pleased to see much better performance
from both groups recently.
We expect to maintain an above average cash balance near-term. We like the
flexibility it gives us in this volatile market environment. Given our above
average cash balance and somewhat defensive positioning, we may not capture
every bit of a rally. In fact, we
4
have lagged the S&P 500 somewhat during the market's recent dramatic rally,
which has been led by Financials and other higher risk entities. Nonetheless, we
believe the companies we own are well positioned to build value going forward.
The following are new positions to the Fund for the quarter ended March 31,
2009:
ABBOTT LABORATORIES (ABT) is a diversified health care company that manufactures
and markets pharmaceuticals, medical devices, blood glucose monitoring kits and
nutritional health care products. Though the Pharmaceutical division accounts
for roughly 60% of revenue and 80% of operating profit, the company's strong and
growing nutrition, diagnostic and vascular businesses provide significant
diversification versus its peers. Abbott has limited exposure to patent
expirations, has a solid line-up of successful new products and continues to
grow internationally. Moreover, the company boasts a strong balance sheet and
has consistently delivered impressive results.
NIKE, INC. - CLASS B (NKE) and its subsidiaries develop and market footwear,
apparel, equipment and accessory products worldwide. The company also owns
Jordan, Cole Haan, Converse, Nike Golf and Hurley brands. Like all major
retailers, the company's results, outlook and stock price have suffered from the
global recession and its impact on consumer purchasing behavior. At current
levels, however, we believe shares of NKE adequately reflect recessionary
expectations while failing to capture the company's ability to manage costs and
gain market share. Moreover, the company has one of the strongest balance sheets
in the Consumer sectors, continues to purchase significant amounts of stock and
is well diversified geographically.
OCCIDENTAL PETROLEUM CORP. (OXY) is the fourth largest oil company in the U.S.
OXY is also amongst the most oil-levered E&Ps (Exploration and Production
Company) (with a production mix of roughly 80% crude oil/NGLs (Natural Gas
Liquid(s) and 20% natural gas) and has no downstream (refining) operations.
Given the company's strong balance sheet (A rated at S&P and A2 at Moody's),
13.8 year reserve life (highest in the E&P peer group), and conservative
management team, we view this as a high quality way to take a more offensive
approach to a rebound in oil prices.
TOYOTA MOTOR CORP. (TM) has become the largest carmaker in the world via
successful brands such as Toyota, Lexus, Scion, Daihatsu and Hino. The company
has roughly 40% market share in Japan and 17% market share in the U.S. Over the
years, Toyota has built the most efficient manufacturing processes in the
industry, producing high quality automobiles at very competitive costs.
Moreover, the company has one of the strongest balance sheets in the industry
and appears poised to take advantage of struggles at the "Detroit Three." While
the company has not been spared by the freefall in new car demand, we believe
this is an attractive entry point into a high quality situation with significant
long term opportunities.
The following position was increased during the quarter ended March 31, 2009:
GOOGLE, INC. (GOOG) is the world's leading Internet technology and media
company. While the global slowdown has undoubtedly impacted the outlook at GOOG,
we are encouraged by the strength in advertising sales relative to traditional
media channels. Moreover, the company has zero debt and $15.5 billion in cash
which equates to $50 per share.
5
We are maintaining the same approach to our strategy. We continue to emphasize
companies with transparent business models, financial flexibility and the
potential to grow earnings over time. Our goal is to have the best team of
stocks on the field to not only get through this difficult time, but also
participate in an eventual recovery. Thank you for your trust and we look
forward to reporting back to you as we progress through the year.
Sincerely,
Joseph L. Antrim, III
President
The Davenport Core Fund
(1) LIPPER EQUITY INCOME FUNDS INDEX is an unmanaged index of the 30 largest
equity income funds tracked by Lipper Inc., based on total year-end net
asset value. It assumes the reinvestment of dividends and capital gains
and does not include any management fees or expenses.
(2) 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.
6
THE DAVENPORT CORE FUND
PERFORMANCE INFORMATION (UNAUDITED)
================================================================================
COMPARISON OF THE CHANGE INVALUE OF A $10,000 INVESTMENT IN
THE DAVENPORT CORE FUND AND THE STANDARD & POOR'S 500 INDEX
[LINE GRAPH OMITTED]
STANDARD & POOR'S
THE DAVENPORT CORE FUND 500 INDEX
----------------------- --------------------
DATE VALUE DATE VALUE
---- ------- ---- -------
03/31/99 $10,000 03/31/99 $10,000
06/30/99 10,512 06/30/99 10,705
09/30/99 9,860 09/30/99 10,036
12/31/99 11,018 12/31/99 11,530
03/31/00 11,493 03/31/00 11,794
06/30/00 11,130 06/30/00 11,481
09/30/00 11,026 09/30/00 11,370
12/31/00 10,940 12/31/00 10,480
03/31/01 9,579 03/31/01 9,238
06/30/01 9,897 06/30/01 9,778
09/30/01 8,882 09/30/01 8,343
12/31/01 9,683 12/31/01 9,234
03/31/02 9,855 03/31/02 9,260
06/30/02 9,027 06/30/02 8,019
09/30/02 7,682 09/30/02 6,634
12/31/02 8,107 12/31/02 7,194
03/31/03 7,819 03/31/03 6,967
06/30/03 8,920 06/30/03 8,039
09/30/03 9,268 09/30/03 8,252
12/31/03 10,150 12/31/03 9,257
03/31/04 10,455 03/31/04 9,414
06/30/04 10,486 06/30/04 9,576
09/30/04 10,322 09/30/04 9,397
12/31/04 11,311 12/31/04 10,264
03/31/05 11,178 03/31/05 10,044
06/03/05 11,195 06/03/05 10,181
09/30/05 11,582 09/30/05 10,548
12/31/05 11,830 12/31/05 10,768
03/31/06 12,238 03/31/06 11,222
06/30/06 12,087 06/30/06 11,060
09/30/06 12,575 09/30/06 11,687
12/31/06 13,365 12/31/06 12,469
03/31/07 13,465 03/31/07 12,549
06/30/07 14,512 06/30/07 13,337
09/30/07 15,276 09/30/07 13,608
12/31/07 15,120 12/31/07 13,154
03/31/08 13,928 03/31/08 11,912
06/30/08 13,236 06/30/08 11,587
09/30/08 12,264 09/30/08 10,617
12/31/08 9,729 12/31/08 8,288
03/31/09 8,796 03/31/09 7,375
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.
- --------------------------------------------------------------------------------
Average Annual Total Returns(a)
(for periods ended March 31, 2009)
1 YEAR 5 YEARS 10 YEARS
The Davenport Core Fund -36.85% -3.40% -1.28%
Standard & Poor's 500 Index -38.09% -4.76% -3.00%
- --------------------------------------------------------------------------------
(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.
7
THE DAVENPORT CORE FUND
PORTFOLIO INFORMATION
MARCH 31, 2009 (UNAUDITED)
================================================================================
SECTOR CONCENTRATION VS. THE STANDARD & POOR'S 500 INDEX
[BAR CHART OMITTED]
(% OF NET ASSETS)
The Davenport Standard & Poor's 500
Core Fund Index
----------------------------------------
Consumer Discretionary 7.7% 8.8%
Consumer Staples 19.1% 12.8%
Energy 11.3% 13.0%
Financials 12.4% 10.8%
Health Care 11.0% 15.3%
Industrials 7.9% 9.7%
Information Technology 18.8% 18.0%
Materials 5.1% 3.3%
Telecommunication Services 2.8% 4.0%
Utilities 0.0% 4.3%
Exchange-Traded Funds 1.8% 0.0%
Cash Equivalents 2.1% 0.0%
TOP TEN EQUITY HOLDINGS
% OF
SECURITY DESCRIPTION NET ASSETS
- -------------------- ----------
Colgate-Palmolive Company 3.1%
Exxon Mobil Corporation 3.1%
Wal-Mart Stores, Inc. 3.0%
Markel Corporation 2.9%
Berkshire Hathaway, Inc. - Class B 2.8%
Chevron Corporation 2.7%
PepisCo, Inc. 2.6%
Johnson & Johnson 2.5%
Oracle Corporation 2.5%
International Business Machines Corporation 2.3%
8
THE DAVENPORT CORE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2009
================================================================================
SHARES COMMON STOCKS -- 96.1% VALUE
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY -- 7.7%
100,673 Lowe's Companies, Inc. ............................ $ 1,837,282
28,175 NIKE, Inc. - Class B .............................. 1,321,126
54,529 Omnicom Group, Inc. ............................... 1,275,979
21,300 Toyota Motor Corporation - ADR .................... 1,348,290
72,375 Walt Disney Company (The) ......................... 1,314,330
------------
7,097,007
------------
CONSUMER STAPLES -- 19.1%
102,225 Altria Group, Inc. ................................ 1,637,644
48,457 Colgate-Palmolive Company ......................... 2,857,994
29,900 Diageo plc - ADR .................................. 1,338,025
80,141 Kraft Foods, Inc. - Class A ....................... 1,786,343
46,350 PepsiCo, Inc. ..................................... 2,386,098
38,418 Procter & Gamble Company (The) .................... 1,809,104
87,784 SABMiller plc - ADR ............................... 1,294,814
66,336 Walgreen Company .................................. 1,722,082
53,547 Wal-Mart Stores, Inc. ............................. 2,789,799
------------
17,621,903
------------
ENERGY -- 11.3%
36,766 Chevron Corporation ............................... 2,472,146
18,044 EOG Resources, Inc. ............................... 988,090
41,944 Exxon Mobil Corporation ........................... 2,856,386
27,675 Occidental Petroleum Corporation .................. 1,540,114
33,949 Schlumberger Ltd. ................................. 1,379,008
20,044 Transocean Ltd. (a) ............................... 1,179,389
------------
10,415,133
------------
FINANCIALS -- 12.4%
63,163 BB&T Corporation .................................. 1,068,718
909 Berkshire Hathaway, Inc. - Class B (a) ............ 2,563,380
94,600 Brookfield Asset Management, Inc. - Class A ....... 1,303,588
4,730 CME Group, Inc. ................................... 1,165,425
54,736 JPMorgan Chase & Company .......................... 1,454,883
9,501 Markel Corporation (a) ............................ 2,697,144
40,632 T. Rowe Price Group, Inc. ......................... 1,172,639
------------
11,425,777
------------
HEALTH CARE -- 11.0%
35,275 Abbott Laboratories ............................... 1,682,618
42,962 Allergan, Inc. .................................... 2,051,865
44,590 Johnson & Johnson ................................. 2,345,434
31,675 Laboratory Corporation of America Holdings (a) .... 1,852,671
25,925 Owens & Minor, Inc. ............................... 858,895
38,038 Zimmer Holdings, Inc. (a) ......................... 1,388,387
------------
10,179,870
------------
9
THE DAVENPORT CORE FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
SHARES COMMON STOCKS -- 96.1% (CONTINUED) VALUE
- --------------------------------------------------------------------------------
INDUSTRIALS -- 7.9%
42,150 Caterpillar, Inc. ................................. $ 1,178,514
35,744 Danaher Corporation ............................... 1,938,040
93,392 General Electric Company .......................... 944,193
31,991 United Parcel Service, Inc. - Class B ............. 1,574,597
39,571 United Technologies Corporation ................... 1,700,761
------------
7,336,105
------------
INFORMATION TECHNOLOGY -- 18.8%
55,675 Accenture Ltd. - Class A .......................... 1,530,506
13,839 Apple, Inc. (a) ................................... 1,454,756
50,150 Automatic Data Processing, Inc. ................... 1,763,274
107,819 Cisco Systems, Inc. (a) ........................... 1,808,125
4,709 Google, Inc. - Class A (a) ........................ 1,639,014
110,711 Intel Corporation ................................. 1,666,200
21,688 International Business Machines Corporation ....... 2,101,350
104,349 Microsoft Corporation ............................. 1,916,891
100,177 Nokia Corporation - ADR ........................... 1,169,066
128,061 Oracle Corporation ................................ 2,314,062
------------
17,363,244
------------
MATERIALS -- 5.1%
70,601 Albemarle Corporation ............................. 1,536,984
17,225 Potash Corporation of Saskatchewan, Inc. .......... 1,391,952
26,149 Praxair, Inc. ..................................... 1,759,566
------------
4,688,502
------------
TELECOMMUNICATION SERVICES -- 2.8%
40,428 China Mobile Ltd. - ADR ........................... 1,759,426
22,721 Millicom International Cellular S.A. (a) .......... 841,586
------------
2,601,012
------------
TOTAL COMMON STOCKS (Cost $111,000,588) ........... $ 88,728,553
------------
================================================================================
SHARES EXCHANGE-TRADED FUNDS -- 1.8% VALUE
- --------------------------------------------------------------------------------
34,650 SPDR S&P Biotech ETF (Cost $2,285,722) ............ $ 1,668,398
------------
================================================================================
PAR VALUE U.S. GOVERNMENT & AGENCY OBLIGATIONS -- 0.9% VALUE
- --------------------------------------------------------------------------------
FEDERAL HOME LOAN BANK DISCOUNT NOTES -- 0.9%
$ 419,000 due 04/06/2009 .................................. $ 418,997
119,000 due 04/20/2009 .................................. 118,997
247,000 due 05/13/2009 .................................. 246,951
------------
TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS
(Cost $784,956) ................................. $ 784,945
------------
10
THE DAVENPORT CORE FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
SHARES MONEY MARKET FUNDS -- 1.1% VALUE
- --------------------------------------------------------------------------------
1,064,876 First American Treasury Obligations Fund -
Class Y, 0.17% (b) (Cost $1,064,876) ............ $ 1,064,876
------------
TOTAL INVESTMENTS AT VALUE -- 99.9%
(Cost $115,136,142) ............................ $ 92,246,772
OTHER ASSETS IN EXCESS OF LIABILITIES -- 0.1% ..... 111,395
------------
NET ASSETS -- 100.0% .............................. $ 92,358,167
============
(a) Non-income producing security.
(b) Variable rate security. The rate shown is the 7-day effective yield as of
March 31, 2009.
ADR - American Depositary Receipt
See accompanying notes to financial statements.
11
THE DAVENPORT CORE FUND
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 2009
========================================================================================
ASSETS
Investments in securities:
At acquisition cost ............................................. $ 115,136,142
==============
At market value (Note 1) ........................................ $ 92,246,772
Dividends receivable ............................................... 186,479
Receivable for capital shares sold ................................. 69,371
Other assets ....................................................... 12,599
--------------
TOTAL ASSETS .................................................... 92,515,221
--------------
LIABILITIES
Payable for capital shares redeemed ................................ 76,218
Accrued investment advisory fees (Note 3) .......................... 63,152
Accrued administration fees (Note 3) ............................... 12,100
Accrued compliance fees (Note 3) ................................... 1,250
Other accrued expenses ............................................. 4,334
--------------
TOTAL LIABILITIES ............................................... 157,054
--------------
NET ASSETS ............................................................ $ 92,358,167
==============
Net assets consist of:
Paid-in capital ....................................................... $ 127,555,041
Undistributed net investment income ................................... 13,272
Accumulated net realized losses from security transactions ............ (12,320,776)
Net unrealized depreciation on investments ............................ (22,889,370)
--------------
Net assets ............................................................ $ 92,358,167
==============
Shares of beneficial interest outstanding
(unlimited number of shares authorized, no par value) .............. 11,053,935
==============
Net asset value, offering price and redemption price per share (Note 1) $ 8.36
==============
See accompanying notes to financial statements.
12
THE DAVENPORT CORE FUND
STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 2009
=====================================================================================
INVESTMENT INCOME
Dividends (Net of foreign tax of $30,803) ......................... $ 2,544,185
Interest .......................................................... 6,847
------------
TOTAL INVESTMENT INCOME ........................................ 2,551,032
------------
EXPENSES
Investment advisory fees (Note 3) ................................. 964,137
Administration fees (Note 3) ...................................... 185,148
Professional fees ................................................. 21,915
Custodian and bank service fees ................................... 19,741
Compliance service fees and expenses (Note 3) ..................... 18,042
Trustees' fees and expenses ....................................... 15,332
Registration fees ................................................. 13,435
Printing of shareholder reports ................................... 13,320
Postage and supplies .............................................. 12,690
Insurance expense ................................................. 11,273
Other expenses .................................................... 16,377
------------
TOTAL EXPENSES ................................................. 1,291,410
------------
NET INVESTMENT INCOME ................................................ 1,259,622
------------
REALIZED AND UNREALIZED LOSSES ON INVESTMENTS
Net realized losses from security transactions .................... (12,016,458)
Net change in unrealized appreciation (depreciation) on investments (47,088,050)
------------
NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS .................... (59,104,508)
------------
NET DECREASE IN NET ASSETS FROM OPERATIONS ........................... $(57,844,886)
============
See accompanying notes to financial statements.
13
THE DAVENPORT CORE FUND
STATEMENTS OF CHANGES IN NET ASSETS
==============================================================================================
YEAR YEAR
ENDED ENDED
MARCH 31, MARCH 31,
2009 2008
- ----------------------------------------------------------------------------------------------
FROM OPERATIONS
Net investment income .................................. $ 1,259,622 $ 967,807
Net realized gains (losses) from security transactions . (12,016,458) 13,162,124
Net change in unrealized appreciation
(depreciation) on investments ....................... (47,088,050) (8,698,751)
-------------- --------------
Net increase (decrease) in net assets from operations ..... (57,844,886) 5,431,180
-------------- --------------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income ............................. (1,246,350) (970,615)
From net realized capital gains on security transactions (3,235,173) (14,895,339)
-------------- --------------
Decrease in net assets from distributions to shareholders . (4,481,523) (15,865,954)
-------------- --------------
FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold .............................. 18,040,702 18,325,065
Net asset value of shares issued in
reinvestment of distributions to shareholders.. ..... 4,278,733 15,101,443
Payments for shares redeemed ........................... (23,433,413) (18,848,280)
-------------- --------------
Net increase (decrease) in net assets
from capital share transactions ........................ (1,113,978) 14,578,228
-------------- --------------
TOTAL INCREASE (DECREASE) IN NET ASSETS ................... (63,440,387) 4,143,454
NET ASSETS
Beginning of year ...................................... 155,798,554 151,655,100
-------------- --------------
End of year ............................................ $ 92,358,167 $ 155,798,554
============== ==============
UNDISTRIBUTED NET INVESTMENT INCOME ....................... $ 13,272 $ --
============== ==============
CAPITAL SHARE ACTIVITY
Sold ................................................... 1,507,925 1,201,518
Reinvested ............................................. 460,719 1,005,915
Redeemed ............................................... (2,184,995) (1,221,802)
-------------- --------------
Net increase (decrease) in shares outstanding .......... (216,351) 985,631
Shares outstanding at beginning of year ................ 11,270,286 10,284,655
-------------- --------------
Shares outstanding at end of year ...................... 11,053,935 11,270,286
============== ==============
See accompanying notes to financial statements.
14
THE DAVENPORT CORE FUND
FINANCIAL HIGHLIGHTS
====================================================================================================================
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
- --------------------------------------------------------------------------------------------------------------------
YEARS ENDED MARCH 31,
----------------------------------------------------------------------
2009 2008 2007 2006 2005
- --------------------------------------------------------------------------------------------------------------------
Net asset value at
beginning of year .................... $ 13.82 $ 14.75 $ 13.99 $ 13.08 $ 12.30
---------- ---------- ---------- ---------- ----------
Income (loss) from investment operations:
Net investment income ................ 0.11 0.10 0.10 0.07 0.07
Net realized and unrealized gains
(losses) on investments ........... (5.17) 0.53 1.28 1.17 0.78
---------- ---------- ---------- ---------- ----------
Total from investment operations ........ (5.06) 0.63 1.38 1.24 0.85
---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net
investment income ................. (0.11) (0.10) (0.10) (0.07) (0.07)
Distributions from
net realized gains ................ (0.29) (1.46) (0.52) (0.26) --
---------- ---------- ---------- ---------- ----------
Total distributions ..................... (0.40) (1.56) (0.62) (0.33) (0.07)
---------- ---------- ---------- ---------- ----------
Net asset value at end of year .......... $ 8.36 $ 13.82 $ 14.75 $ 13.99 $ 13.08
========== ========== ========== ========== ==========
Total return (a) ........................ (36.85)% 3.44% 10.02% 9.48% 6.91%
========== ========== ========== ========== ==========
Net assets at end of year (000's) ....... $ 92,358 $ 155,799 $ 151,655 $ 148,923 $ 138,181
========== ========== ========== ========== ==========
Ratio of expenses
to average net assets ................. 1.00% 0.96% 0.98% 0.98% 0.98%
Ratio of net investment income
to average net assets ................. 0.98% 0.60% 0.67% 0.50% 0.57%
Portfolio turnover rate ................. 39% 37% 26% 39% 28%
(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.
15
THE DAVENPORT CORE FUND
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009
================================================================================
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Davenport Core Fund (formerly The Davenport Equity Fund) (the Fund) is a
no-load, diversified series of the Williamsburg Investment Trust (the Trust), an
open-end management investment company registered under the Investment Company
Act of 1940. The Trust was organized as a Massachusetts business trust on July
18, 1988. Other series of this Trust are not incorporated in this report. 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) may be 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 procedures established by and under the general
supervision of 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.
The Financial Accounting Standards Board's (FASB) Statement of Financial
Accounting Standards No. 157 "Fair Value Measurements" establishes a single
authoritative definition of fair value, sets out a framework for measuring fair
value and requires additional disclosures about fair value measurements.
Various inputs are used in determining the value of the Fund's investments.
These inputs are summarized in the three broad levels listed below:
o Level 1 - quoted prices in active markets for identical securities
o Level 2 - other significant observable inputs
o Level 3 - significant unobservable inputs
16
THE DAVENPORT CORE FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
The inputs or methodology used for valuing securities are not necessarily an
indication of the risk associated with investing in those securities.
The following is a summary of the inputs used to value the Fund's investments as
of March 31, 2009:
- --------------------------------------------------------------------------------
THE DAVENPORT
VALUATION INPUTS CORE FUND
- --------------------------------------------------------------------------------
Level 1 - Quoted price ......................................... $ 91,461,827
Level 2 - Other significant observable inputs .................. 784,945
Level 3 - Significant unobservable inputs ...................... --
------------
Total .......................................................... $ 92,246,772
============
- --------------------------------------------------------------------------------
Repurchase agreements -- The Fund may enter into repurchase agreements. The
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 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.
If the seller defaults, the fair value of the collateral may decline and
realization of the collateral by the Fund may be delayed or limited.
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.
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.
Dividends and distributions are recorded on the ex-dividend date. The tax
character of distributions paid during the years ended March 31, 2009 and March
31, 2008 was as follows:
- --------------------------------------------------------------------------------
ORDINARY LONG-TERM
YEAR ENDED INCOME CAPITAL GAINS TOTAL
- --------------------------------------------------------------------------------
March 31, 2009 $1,246,350 $ 3,235,173 $ 4,481,523
March 31, 2008 $2,627,384 $ 13,238,570 $ 15,865,954
- --------------------------------------------------------------------------------
17
THE DAVENPORT CORE FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
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, 2009:
- --------------------------------------------------------------------------------
Cost of portfolio investments ............................... $ 115,440,460
==============
Gross unrealized appreciation ............................... $ 5,023,805
Gross unrealized depreciation ............................... (28,217,493)
--------------
Net unrealized depreciation ................................. $ (23,193,688)
Undistributed ordinary income ............................... 13,272
Capital loss carryforward ................................... (2,581,964)
Post-October losses ......................................... (9,434,494)
--------------
Accumulated deficit ......................................... $ (35,196,874)
==============
- --------------------------------------------------------------------------------
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.
As of March 31, 2009, the Fund had a capital loss carryforward of $2,581,964,
which expires March 31, 2017. In addition, the Fund had net realized capital
losses of $9,434,494 during the period November 1, 2008 through March 31, 2009,
which are treated for federal income tax purposes as arising during the Fund's
tax year ending March 31, 2010. The capital loss carryforward and "post-October"
losses may be utilized in future years to offset net realized capital gains, if
any, prior to distributing such gains to shareholders.
FASB's Interpretation No. 48 (FIN 48) "Accounting for Uncertainty in Income
Taxes" 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. As required by FIN 48, management has analyzed the
Fund's tax positions taken on Federal income tax returns for all open tax years
(tax years ended March 31, 2006 through March 31, 2009) and has concluded that
no provision for income tax is required in these financial statements.
18
THE DAVENPORT CORE FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
2. INVESTMENT TRANSACTIONS
During the year ended March 31, 2009, cost of purchases and proceeds from sales
and maturities of investment securities, other than short-term investments and
U.S. government securities, totaled to $48,765,475 and $50,415,172,
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 assets; and .10% on such 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. In addition, the Fund reimburses Ultimus for any out-of-pocket expenses
incurred for providing these services.
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.
19
THE DAVENPORT EQUITY FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
================================================================================
The Board of Trustees and Shareholders of
The Davenport Core Fund of the Williamsburg Investment Trust:
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of The Davenport Core Fund (formerly The Davenport
Equity Fund) (the "Fund") (a series of the Williamsburg Investment Trust) as of
March 31, 2009, 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, 2009, 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 Core Fund at March 31, 2009, 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 21, 2009
20
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 72 Chairman and Since
Manakin-Sabot, VA Trustee June 1991
* Austin Brockenbrough III 1802 Bayberry Court, Suite 400 72 Trustee Since
Richmond, VA September 1988
* John T. Bruce 800 Main Street 55 Trustee Since
Lynchburg, VA September 1988
Robert S. Harris 100 Darden Boulevard 59 Trustee Since
Charlottesville, VA January 2007
J. Finley Lee, Jr. 448 Pond Apple Drive North 69 Trustee Since
Naples, FL September 1988
Richard L. Morrill University of Richmond 69 Trustee Since
Richmond, VA March 1993
Harris V. Morrissette 100 Jacintoport Boulevard 49 Trustee Since
Saraland, AL March 1993
Samuel B. Witt III 302 Clovelly Road 73 Trustee Since
Richmond, VA November 1988
Joseph L. Antrim III One James Center 63 President Since
901 E. Cary Street November 1997
Richmond, VA
John P. Ackerly IV One James Center 45 Vice President Since
901 E. Cary Street November 1997
Richmond, VA
Robert G. Dorsey 225 Pictoria Drive, Suite 450 52 Vice President Since
Cincinnati, OH November 2000
Mark J. Seger 225 Pictoria Drive, Suite 450 47 Treasurer Since
Cincinnati, OH November 2000
John F. Splain 225 Pictoria Drive, Suite 450 52 Secretary Since
Cincinnati, OH November 2000
Tina H. Bloom 225 Pictoria Drive, Suite 450 40 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.
21
THE DAVENPORT EQUITY FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(UNAUDITED) (CONTINUED)
================================================================================
Each Trustee oversees ten 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 President of China Doll Rice and Beans Inc. and Dixie
Lily Foods. He is a member of the Board of Directors of BancTrust Financial
Group, Inc. (a bank holding company). In addition, he is Chairman of Azalea
Aviation, Inc. (an airplane fueling company).
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.
22
THE DAVENPORT CORE 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. These ongoing costs, 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,
2008 through March 31, 2009).
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
OCTOBER 1, 2008 MARCH 31, 2009 DURING PERIOD*
- --------------------------------------------------------------------------------
Based on Actual Fund Return $1,000.00 $ 717.20 $4.54
Based on Hypothetical 5% Return
(before expenses) $1,000.00 $1,019.65 $5.34
- --------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.06% for the
period, multiplied by the average account value over the period,
multiplied by 182/365 (to reflect the one-half year period).
23
THE DAVENPORT CORE 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, 2009, 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 $1,246,350 as taxed at a maximum rate of 15%, as well as $3,235,173 as
long-term capital gain distributions. For the fiscal year ended March 31, 2009,
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 2009 Form 1099-DIV.
24
THE DAVENPORT CORE FUND
DISCLOSURE REGARDING APPROVAL OF
INVESTMENT ADVISORY AGREEMENT (UNAUDITED)
================================================================================
At an in-person meeting held on February 10, 2009, 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 Core 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 accounting firm
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.
25
THE DAVENPORT CORE 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.
26
================================================================================
THE DAVENPORT CORE 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
Samuel B. Witt III
OFFICERS
Joseph L. Antrim III, President
John P. Ackerly IV, Vice President
================================================================================
DAVENPORT
- ----------------
ASSET MANAGEMENT
Davenport & Company LLC
One James Center
901 East Cary Street
Richmond, VA 23219
Member: NYSE o SIPC
Toll Free: (800) 846-6666
www.investdavenport.com
- --------------------------------------------------------------------------------
THE
FLIPPIN, BRUCE & PORTER
FUNDS
==============================
FBP VALUE FUND
FBP BALANCED FUND
ANNUAL REPORT
March 31, 2009
NO-LOAD FUNDS
- --------------------------------------------------------------------------------
LETTER TO SHAREHOLDERS MAY 14, 2009
================================================================================
Enclosed is our report on the performance of the FBP Balanced Fund and the FBP
Value Fund for the annual period ended March, 31, 2009. Additionally, we will
comment on the positive reaction of the market and your Fund shares as a result
of the substantial change in investor sentiment since the early part of March.
The past year was the most difficult twelve-month period we have experienced in
our investment careers. Escalating energy prices and the bursting of the real
estate bubble exposed the excessive debt that corporations, financial
institutions and individuals had accumulated over the course of the previous
business cycles. This debt became a huge cloud over the world's economic system.
As real estate and other asset values began to decline, a vicious cycle of
deleveraging forces pushed prices lower and lower, resulting in the most severe
financial crisis in decades.
Investors shrugged off the rescues of Countrywide and Bear Stearns in early
2008, but by September a number of other financial companies were in distress.
After repeatedly indicating that the companies were adequately capitalized, the
Federal Government, prompted by the rising tide of mortgage foreclosures,
effectively nationalized Fannie Mae and Freddie Mac. That action, combined with
the decision to allow Lehman Brothers to go into bankruptcy, badly shook
investors' confidence and led them to conclude that the financial system was on
shaky ground. A few days later AIG was also effectively nationalized, adding to
the panic and fear. All but the safest investments came under pressure - even
the safety of short-term money market funds and bank deposits was being
questioned. The credit markets seized up and fear became widespread.
The news from Wall Street hit Main Street hard. Retail and industrial sales
quickly slowed as consumers and businesses became very cautious in their
spending and outlook for the future. It became obvious very quickly that the
economy was in a deep recession. GDP plummeted and unemployment shot up, adding
to the doubts about personal financial stability.
In response, multiple, coordinated worldwide monetary and fiscal plans were
implemented to re-inflate the world's economies. The Federal Reserve and the
U.S. government reacted with aggressive policies, including lowering interest
rates, increasing the money supply, passing fiscal stimulus packages and
creating programs to stabilize asset values. In January, the incoming Obama
Administration made improving the economy its top priority. Congress passed an
enormous spending bill to stimulate economic activity and the Obama
Administration increased its regulation of the banking system by initiating a
stress test for the largest institutions. The test was designed to assure that
the banks could function even if economic conditions worsened. It now appears
that these actions are working. The economy and financial markets have shown
signs of stabilizing and confidence is being restored. We do have concerns about
the long-term impact on our capitalist system of increased government debt and
regulation, but the short-term impact has been positive.
The S&P 500 Index ("S&P 500") returned -38.1% over the last year. From its peak
in late 2007, the market decline of more than 50% is comparable to the bear
markets of the
1
1970s and 1930s. Every sector in the S&P 500 posted negative returns, with
Financials, Industrials and Materials posting the worst. The Funds were
similarly affected by this difficult period, with the Balanced Fund falling
29.2% and the Value Fund dropping 41.8%. The Funds' exposure to Financials was
the largest drag on performance relative to the S&P 500, accounting for all of
the underperformance with Bank of America, AIG and Lincoln Financial being the
largest detractors from performance. The Funds' Industrials holdings also
underperformed, but that was more than offset by positive relative performance
in both the Consumer Discretionary and Health Care sectors. Family Dollar Stores
and Kohl's were our top performing consumer stocks while Amgen led our holdings
in the Health Care sector. Balanced Fund returns were helped by the Fund's
allocation to fixed income assets. The Balanced Fund's fixed income holdings
emphasized short-term investment grade issues, which produced positive returns
and helped protect principal in a challenging environment.
As we wrote in our most recent quarterly letter, improvements in the market
appeared in early March and are encouraging. In our view, Wall Street sentiment
has improved dramatically and earnings reports have been generally better than
expected. Stocks have rebounded strongly, up more than 30% from the March 9th
lows. The Funds have also responded positively, outpacing the S&P 500 in this
initial recovery. The current rally is more powerful in its breadth than other
recent moves and is being led by sectors that usually perform well in the
beginning stages of an economic recovery. The banks' stress test results have
been released and the tests indicate that, while some need additional capital,
the banks are healthier than was feared and should be able to absorb further
losses as the economy gradually recovers. The markets are now looking forward.
While the path will not be straight up, we are optimistic that the recovery is
underway and the outlook for investors will be brighter.
Please visit our website at www.fbpinc.com for information on our firm,
philosophy, investment process and staff. We thank you for your continued
confidence and investment in The Flippin, Bruce and Porter Funds.
/s/ John T. Bruce
John T. Bruce, CFA
President - Portfolio Manager
May 14, 2009
DATA PRESENTED REFLECTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF FUTURE
RESULTS. INVESTMENT RESULTS AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT SHARES,
WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. DUE TO MARKET
VOLATILITY, CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE
SHOWN.
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,
2009, 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.
2
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 Index, 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% of its investable assets 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
FBP VALUE FUND 500 INDEX CONSUMER PRICE INDEX
-------------------- -------------------- --------------------
DATE VALUE DATE VALUE DATE VALUE
---- ------- ---- ------- ---- -------
03/31/99 $10,000 03/31/99 $10,000 03/31/99 $10,000
06/30/99 11,347 06/30/99 10,705 06/30/99 10,091
09/30/99 9,853 09/30/99 10,036 09/30/99 10,145
12/31/99 10,119 12/31/99 11,530 12/31/99 10,225
03/31/00 9,460 03/31/00 11,794 03/31/00 10,322
06/30/00 9,120 06/30/00 11,481 06/30/00 10,425
09/30/00 9,485 09/30/00 11,370 09/30/00 10,504
12/31/00 9,925 12/31/00 10,480 12/31/00 10,583
03/31/01 10,139 03/31/01 9,237 03/31/01 10,687
06/30/01 10,891 06/30/01 9,778 06/30/01 10,802
09/30/01 9,571 09/30/01 8,343 09/30/01 10,790
12/31/01 11,055 12/31/01 9,234 12/31/01 10,784
03/31/02 11,070 03/31/02 9,260 03/31/02 10,809
06/30/02 9,660 06/30/02 8,019 06/30/02 10,930
09/30/02 8,033 09/30/02 6,634 09/30/02 10,984
12/31/02 8,655 12/31/02 7,193 12/31/02 11,021
03/31/03 8,124 03/31/03 6,967 03/31/03 11,130
06/30/03 9,731 06/30/03 8,039 06/30/03 11,154
09/30/03 10,176 09/30/03 8,252 09/30/03 11,221
12/31/03 11,418 12/31/03 9,257 12/31/03 11,215
03/31/04 11,910 03/31/04 9,414 03/31/04 11,319
06/30/04 12,050 06/30/04 9,576 06/30/04 11,495
09/30/04 11,614 09/30/04 9,397 09/30/04 11,519
12/31/04 12,652 12/31/04 10,264 12/31/04 11,610
03/31/05 12,464 03/31/05 10,044 03/31/05 11,751
06/30/05 12,753 06/30/05 10,181 06/30/05 11,911
09/30/05 12,967 09/30/05 10,548 09/30/05 12,033
12/31/05 13,393 12/31/05 10,768 12/31/05 12,107
03/31/06 13,963 03/31/06 11,222 03/31/06 12,174
06/30/06 13,795 06/30/06 11,060 06/30/06 12,407
09/30/06 14,841 09/30/06 11,687 09/30/06 12,493
12/31/06 15,759 12/31/06 12,469 12/31/06 12,345
03/31/07 15,579 03/31/07 12,549 03/31/07 12,467
06/30/07 16,509 06/30/07 13,337 06/30/07 12,740
09/30/07 16,154 09/30/07 13,608 09/30/07 12,738
12/31/07 14,657 12/31/07 13,154 12/31/07 12,877
03/31/08 13,035 03/31/08 11,912 03/31/08 12,969
06/30/08 11,718 06/30/08 11,587 06/30/08 13,272
09/30/08 11,466 09/30/08 10,617 09/30/08 13,422
12/31/08 8,456 12/31/08 8,287 12/31/08 13,014
03/31/09 7,589 03/31/09 7,375 03/31/09 12,999
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.
3
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
FBP BALANCED FUND 500 INDEX CONSUMER PRICE INDEX
------------------ -------------------- --------------------
DATE VALUE DATE VALUE DATE VALUE
---- ------- ---- ------- ---- -------
03/31/99 $10,000 03/31/99 $10,000 03/31/99 $10,000
06/30/99 10,878 06/30/99 10,705 06/30/99 10,091
09/30/99 9,884 09/30/99 10,036 09/30/99 10,145
12/31/99 10,236 12/31/99 11,530 12/31/99 10,225
03/31/00 9,812 03/31/00 11,794 03/31/00 10,322
06/30/00 9,511 06/30/00 11,481 06/30/00 10,425
09/30/00 9,895 09/30/00 11,370 09/30/00 10,504
12/31/00 10,344 12/31/00 10,480 12/31/00 10,583
03/31/01 10,533 03/31/01 9,237 03/31/01 10,687
06/30/01 11,063 06/30/01 9,778 06/30/01 10,802
09/30/01 10,299 09/30/01 8,343 09/30/01 10,790
12/31/01 11,371 12/31/01 9,234 12/31/01 10,784
03/31/02 11,346 03/31/02 9,260 03/31/02 10,809
06/30/02 10,358 06/30/02 8,019 06/30/02 10,930
09/30/02 9,242 09/30/02 6,634 09/30/02 10,984
12/31/02 9,810 12/31/02 7,193 12/31/02 11,021
03/31/03 9,513 03/31/03 6,967 03/31/03 11,130
06/30/03 10,881 06/30/03 8,039 06/30/03 11,154
09/30/03 11,245 09/30/03 8,252 09/30/03 11,221
12/31/03 12,254 12/31/03 9,257 12/31/03 11,215
03/31/04 12,670 03/31/04 9,414 03/31/04 11,319
06/30/04 12,747 06/30/04 9,576 06/30/04 11,495
09/30/04 12,426 09/30/04 9,397 09/30/04 11,519
12/31/04 13,240 12/31/04 10,264 12/31/04 11,610
03/31/05 13,076 03/31/05 10,044 03/31/05 11,751
06/30/05 13,298 06/30/05 10,181 06/30/05 11,911
09/30/05 13,454 09/30/05 10,548 09/30/05 12,033
12/31/05 13,790 12/31/05 10,768 12/31/05 12,107
03/31/06 14,227 03/31/06 11,222 03/31/06 12,174
06/30/06 14,150 06/30/06 11,060 06/30/06 12,407
09/30/06 14,964 09/30/06 11,687 09/30/06 12,493
12/31/06 15,674 12/31/06 12,469 12/31/06 12,345
03/31/07 15,607 03/31/07 12,549 03/31/07 12,467
06/30/07 16,323 06/30/07 13,337 06/30/07 12,740
09/30/07 16,166 09/30/07 13,608 09/30/07 12,738
12/31/07 15,237 12/31/07 13,154 12/31/07 12,877
03/31/08 14,160 03/31/08 11,912 03/31/08 12,969
06/30/08 13,177 06/30/08 11,587 06/30/08 13,272
09/30/08 13,033 09/30/08 10,617 09/30/08 13,422
12/31/08 10,646 12/31/08 8,287 12/31/08 13,014
03/31/09 10,033 03/31/09 7,375 03/31/09 12,999
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS (a)
(FOR PERIODS ENDED MARCH 31, 2009)
1 YEAR 5 YEARS 10 YEARS
------ ------- --------
FBP Value Fund -41.78% -8.62% -2.72%
FBP Balanced Fund -29.15% -4.56% 0.03%
Standard & Poor's 500 Index -38.09% -4.76% -3.00%
Consumer Price Index 0.23% 2.81% 2.66%
- --------------------------------------------------------------------------------
(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
reflect the deduction of taxes a shareholder would pay on the Funds'
distributions or the redemption of Fund shares.
4
FBP VALUE FUND
PORTFOLIO INFORMATION
MARCH 31, 2009 (UNAUDITED)
================================================================================
GENERAL INFORMATION
- ---------------------------------------
Net Asset Value Per Share $ 12.02
Total Net Assets (Millions) $ 20.6
Current Net Expense Ratio 1.07%
Portfolio Turnover 16%
Fund Inception Date 7/30/93
FBP VALUE S&P 500
STOCK CHARACTERISTICS FUND INDEX
- ---------------------------------------------
Number of Stocks 42 500
Weighted Avg Market
Capitalization (Billions) $56.7 $66.7
Price-to-Earnings Ratio
(IBES 1 Yr. Forecast EPS) 10.6 12.6
Price-to-Book Value 1.4 1.8
ASSET ALLOCATION
- ---------------------------------------------
[PIE CHART OMITTED]
Cash Equivalents 2.1%
Stocks 97.9%
SECTOR DIVERSIFICATION VS. THE S&P 500 INDEX
- --------------------------------------------------------------------------------
[BAR CHART OMITTED]
(% OF NET ASSETS)
FBP Value S&P 500
SECTOR DIVERSIFICATION Fund Index
- -----------------------------------------------------
Consumer Discretionary 16.0% 8.8%
Consumer Staples 13.2% 12.8%
Energy 4.7% 13.0%
Financials 11.7% 10.8%
Health Care 17.9% 15.3%
Industrials 10.0% 9.7%
Information Technology 22.4% 18.0%
Materials 2.0% 3.3%
Telecommunication Services 0.0% 4.0%
Utilities 0.0% 4.3%
Cash Equivalents 2.1% 0.0%
TEN LARGEST EQUITY HOLDINGS % OF NET ASSETS
- --------------------------- ---------------
International Business Machines Corporation 6.6%
Wal-Mart Stores, Inc. 4.8%
Travelers Companies, Inc. (The) 4.3%
JPMorgan Chase & Company 4.1%
Johnson & Johnson 3.8%
WellPoint, Inc. 3.8%
Kohl's Corporation 3.7%
Best Buy Company, Inc. 3.7%
Cisco Systems, Inc. 3.7%
Pfizer, Inc. 3.6%
5
FBP BALANCED FUND
PORTFOLIO INFORMATION
MARCH 31, 2009 (UNAUDITED)
================================================================================
GENERAL INFORMATION
- ---------------------------------------
Net Asset Value Per Share $ 10.97
Total Net Assets (Millions) $ 34.2
Current Net Expense Ratio 1.00%
Portfolio Turnover 24%
Fund Inception Date 7/3/89
ASSET ALLOCATION
- ---------------------------------------------
[PIE CHART OMITTED]
Cash Equivalents 3.1%
Fixed Income 35.0%
Stocks 61.9%
STOCK PORTFOLIO (61.9% OF FUND)
- --------------------------------------------------------------------------------
Number of Stocks 51
Weighted Avg Market
Capitalization (Billions) $ 56.2
Price-to-Earnings Ratio
(IBES 1 Yr. Forecast EPS) 10.6
Price-to-Book Value 1.4
FIVE LARGEST SECTORS % OF NET ASSETS
- -------------------- ---------------
Information Technology 12.5%
Health Care 10.3%
Consumer Discretionary 9.7%
Consumer Staples 8.8%
Financials 7.5%
TEN LARGEST EQUITY HOLDINGS % OF NET ASSETS
- --------------------------- ---------------
International Business
Machines Corporation 3.7%
JPMorgan Chase & Company 2.7%
Wal-Mart Stores, Inc. 2.6%
Pfizer, Inc. 2.6%
Travelers Companies, Inc. (The) 2.5%
Johnson & Johnson 2.3%
WellPoint, Inc. 2.1%
Cisco Systems, Inc. 2.0%
Best Buy Company, Inc. 1.9%
Home Depot, Inc. (The) 1.8%
FIXED INCOME PORTFOLIO (35.0% OF FUND)
- --------------------------------------------------------------------------------
Number of Fixed-Income Securities 16
Average Quality A
Average Weighted Maturity 1.7 yrs.
Average Effective Duration 1.4 yrs.
SECTOR BREAKDOWN % OF NET ASSETS
- ---------------- ---------------
U.S. Treasury 2.3%
Government Agency 6.8%
Corporate 25.9%
6
FBP VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2009
================================================================================
COMMON STOCKS -- 97.9% SHARES VALUE
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY -- 16.0%
Best Buy Company, Inc. ............................ 20,000 $ 759,200
Home Depot, Inc. (The) ............................ 28,000 659,680
KB Home ........................................... 25,500 336,090
Kohl's Corporation (a) ............................ 18,000 761,760
Macy's, Inc. ...................................... 26,500 235,850
McGraw-Hill Companies, Inc. (The) ................. 18,000 411,660
Wyndham Worldwide Corporation ..................... 34,300 144,060
------------
3,308,300
------------
CONSUMER STAPLES -- 13.2%
Avon Products, Inc. ............................... 20,000 384,600
CVS Caremark Corporation .......................... 18,000 494,820
Kimberly-Clark Corporation ........................ 7,800 359,658
Sysco Corporation ................................. 10,000 228,000
Walgreen Company .................................. 10,000 259,600
Wal-Mart Stores, Inc. ............................. 19,000 989,900
------------
2,716,578
------------
ENERGY -- 4.7%
BJ Services Company ............................... 27,000 268,650
Pioneer Natural Resources Company ................. 15,600 256,932
Royal Dutch Shell PLC - Class A - ADR ............. 10,000 443,000
------------
968,582
------------
FINANCIALS -- 11.7%
American Express Company .......................... 15,000 204,450
Comerica, Inc. .................................... 3,000 54,930
JPMorgan Chase & Company .......................... 32,000 850,560
Lincoln National Corporation ...................... 19,000 127,110
Travelers Companies, Inc. (The) ................... 22,000 894,080
Willis Group Holdings Ltd. ........................ 13,000 286,000
------------
2,417,130
------------
HEALTH CARE -- 17.9%
Amgen, Inc. (a) ................................... 15,000 742,800
Johnson & Johnson ................................. 15,000 789,000
Merck & Company, Inc. ............................. 17,500 468,125
Pfizer, Inc. ...................................... 55,000 749,100
Watson Pharmaceuticals, Inc. (a) .................. 5,000 155,550
WellPoint, Inc. (a) ............................... 20,600 782,182
------------
3,686,757
------------
INDUSTRIALS -- 10.0%
Avery Dennison Corporation ........................ 20,000 446,800
FedEx Corporation ................................. 10,100 449,349
General Electric Company .......................... 41,000 414,510
Ingersoll-Rand Company Ltd. - Class A ............. 25,000 345,000
Masco Corporation ................................. 58,000 404,840
------------
2,060,499
------------
7
FBP VALUE FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
COMMON STOCKS -- 97.9% (CONTINUED) SHARES VALUE
- --------------------------------------------------------------------------------
INFORMATION TECHNOLOGY -- 22.4%
Cisco Systems, Inc. (a) ........................... 45,000 $ 754,650
Computer Sciences Corporation (a) ................. 17,000 626,280
Dell, Inc. (a) .................................... 39,000 369,720
Flextronics International Ltd. (a) ................ 95,818 276,914
Hewlett-Packard Company ........................... 19,000 609,140
International Business Machines Corporation ....... 14,000 1,356,460
Microsoft Corporation ............................. 23,000 422,510
Nokia Corporation - ADR ........................... 17,000 198,390
------------
4,614,064
------------
MATERIALS -- 2.0%
Sealed Air Corporation ............................ 30,000 414,000
------------
TOTAL COMMON STOCKS (Cost $25,516,371) ............ $ 20,185,910
------------
================================================================================
MONEY MARKET FUNDS -- 1.2% SHARES VALUE
- --------------------------------------------------------------------------------
Fidelity Institutional Money Market Government
Portfolio - Class I, 0.51% (b) (Cost $240,701).. 240,701 $ 240,701
------------
TOTAL INVESTMENTS AT VALUE -- 99.1% (Cost $25,757,072) $ 20,426,611
OTHER ASSETS IN EXCESS OF LIABILITIES -- 0.9% ..... 178,366
------------
TOTAL NET ASSETS -- 100.0% ........................ $ 20,604,977
============
ADR - American Depositary Receipt.
(a) Non-income producing security.
(b) Variable rate security. The rate shown is the 7-day effective yield as of
March 31, 2009.
See accompanying notes to financial statements.
8
FBP BALANCED FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2009
================================================================================
COMMON STOCKS -- 61.9% SHARES VALUE
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY -- 9.7%
Best Buy Company, Inc. ............................ 17,000 $ 645,320
Home Depot, Inc. (The) ............................ 26,000 612,560
KB Home ........................................... 28,000 369,040
Kohl's Corporation (a) ............................ 14,000 592,480
Macy's, Inc. ...................................... 32,000 284,800
McGraw-Hill Companies, Inc. (The) ................. 21,000 480,270
Whirlpool Corporation ............................. 7,500 221,925
Wyndham Worldwide Corporation ..................... 28,000 117,600
------------
3,323,995
------------
CONSUMER STAPLES -- 8.8%
Avon Products, Inc. ............................... 24,000 461,520
CVS Caremark Corporation .......................... 20,000 549,800
Kimberly-Clark Corporation ........................ 7,700 355,047
Philip Morris International, Inc. ................. 6,500 231,270
Sysco Corporation ................................. 11,600 264,480
Walgreen Company .................................. 10,000 259,600
Wal-Mart Stores, Inc. ............................. 17,000 885,700
------------
3,007,417
------------
ENERGY -- 4.0%
BJ Services Company ............................... 27,000 268,650
BP PLC - ADR ...................................... 5,000 200,500
ConocoPhillips .................................... 5,000 195,800
Pioneer Natural Resources Company ................. 17,000 279,990
Royal Dutch Shell PLC - Class A - ADR ............. 10,000 443,000
------------
1,387,940
------------
FINANCIALS -- 7.5%
American Express Company .......................... 18,000 245,340
Comerica, Inc. .................................... 5,000 91,550
JPMorgan Chase & Company .......................... 35,000 930,300
Lincoln National Corporation ...................... 18,700 125,103
Travelers Companies, Inc. (The) ................... 21,000 853,440
Willis Group Holdings Ltd. ........................ 15,000 330,000
------------
2,575,733
------------
HEALTH CARE -- 10.3%
Amgen, Inc. (a) ................................... 9,000 445,680
Eli Lilly & Company ............................... 6,000 200,460
Johnson & Johnson ................................. 15,000 789,000
Merck & Company, Inc. ............................. 15,600 417,300
Pfizer, Inc. ...................................... 65,000 885,300
Watson Pharmaceuticals, Inc. (a) .................. 2,500 77,775
WellPoint, Inc. (a) ............................... 18,500 702,445
------------
3,517,960
------------
9
FBP BALANCED FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
COMMON STOCKS -- 61.9% (CONTINUED) SHARES VALUE
- --------------------------------------------------------------------------------
INDUSTRIALS -- 5.6%
Avery Dennison Corporation ........................ 20,000 $ 446,800
FedEx Corporation ................................. 7,400 329,226
General Electric Company .......................... 40,000 404,400
Ingersoll-Rand Company Ltd. - Class A ............. 27,000 372,600
Masco Corporation ................................. 50,000 349,000
------------
1,902,026
------------
INFORMATION TECHNOLOGY -- 12.5%
Cisco Systems, Inc. (a) ........................... 40,000 670,800
Computer Sciences Corporation (a) ................. 14,000 515,760
Dell, Inc. (a) .................................... 30,000 284,400
Flextronics International Ltd. (a) ................ 88,000 254,320
Hewlett-Packard Company ........................... 16,000 512,960
International Business Machines Corporation ....... 13,000 1,259,570
Microsoft Corporation ............................. 27,000 495,990
Nokia Corporation - ADR ........................... 24,000 280,080
------------
4,273,880
------------
MATERIALS -- 2.8%
E.I. du Pont de Nemours and Company ............... 9,000 200,970
PPG Industries, Inc. .............................. 5,000 184,500
RPM International, Inc. ........................... 10,000 127,300
Sealed Air Corporation ............................ 32,000 441,600
------------
954,370
------------
TELECOMMUNICATION SERVICES -- 0.7%
Verizon Communications, Inc. ...................... 7,500 226,500
------------
TOTAL COMMON STOCKS (Cost $24,989,581) ............ $ 21,169,821
------------
================================================================================
U.S. GOVERNMENT &
AGENCY OBLIGATIONS -- 9.1% PAR VALUE VALUE
- --------------------------------------------------------------------------------
U.S. TREASURY NOTES -- 2.3%
4.50%, due 11/15/2010 ............................. $ 750,000 $ 797,051
------------
FEDERAL HOME LOAN BANK -- 6.8%
4.375%, due 03/17/2010 ............................ 750,000 774,403
4.375%, due 10/22/2010 ............................ 750,000 785,098
5.05%, due 08/24/2011 ............................. 750,000 761,447
------------
2,320,948
------------
TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS
(Cost $3,025,873) .............................. $ 3,117,999
------------
10
FBP BALANCED FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
CORPORATE BONDS -- 25.9% PAR VALUE VALUE
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY -- 2.2%
Newell Rubbermaid, Inc., 4.625%, due 12/15/2009 ... $ 750,000 $ 748,444
------------
CONSUMER STAPLES -- 2.3%
Kraft Foods, Inc., 5.625%, due 11/01/2011 ......... 750,000 780,791
------------
FINANCIALS -- 8.2%
Credit Suisse First Boston USA, Inc.,
4.70%, due 06/01/2009 .......................... 750,000 752,711
International Lease Finance Corporation,
5.40%, due 02/15/2012 .......................... 750,000 421,669
Northern Trust Company, 7.10%, due 08/01/2009 ..... 1,000,000 1,008,956
Prudential Financial, Inc., 5.80%, due 06/15/2012 . 750,000 602,522
------------
2,785,858
------------
HEALTH CARE -- 2.2%
UnitedHealth Group, Inc., 5.25%, due 03/15/2011 ... 750,000 756,417
------------
INDUSTRIALS -- 6.5%
Donnelly (R.R.) & Sons Company, 3.75%, due 04/01/2009 750,000 750,000
Ryder System, Inc., 5.00%, due 04/01/2011 ......... 750,000 719,836
Union Pacific Corporation, 3.625%, due 06/01/2010 . 750,000 747,088
------------
2,216,924
------------
UTILITIES -- 4.5%
Ohio Power Company, 5.30%, due 11/01/2010 ......... 750,000 758,351
SBC Communications, Inc., 5.875%, due 02/01/2012 .. 750,000 785,604
------------
1,543,955
------------
TOTAL CORPORATE BONDS (Cost $9,238,335) ........... $ 8,832,389
------------
================================================================================
MONEY MARKET FUNDS -- 2.4% SHARES VALUE
- --------------------------------------------------------------------------------
Fidelity Institutional Money Market Government
Portfolio - Class I, 0.51% (b) (Cost $824,920).. 824,920 $ 824,920
------------
TOTAL INVESTMENTS AT VALUE -- 99.3% (Cost $38,078,709) $ 33,945,129
OTHER ASSETS IN EXCESS OF LIABILITIES -- 0.7% ..... 254,235
------------
TOTAL NET ASSETS -- 100.0% ........................ $ 34,199,364
============
ADR - American Depositary Receipt.
(a) Non-income producing security.
(b) Variable rate security. The rate shown is the 7-day effective yield as of
March 31, 2009.
See accompanying notes to financial statements.
11
THE FLIPPIN, BRUCE & PORTER FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
MARCH 31, 2009
=======================================================================================
FBP FBP
VALUE BALANCED
FUND FUND
- ---------------------------------------------------------------------------------------
ASSETS
Investments in securities:
At acquisition cost .............................. $ 25,757,072 $ 38,078,709
============ ============
At value (Note 1) ................................ $ 20,426,611 $ 33,945,129
Dividends and interest receivable ................... 38,771 220,180
Receivable for investment securities sold ........... 156,749 78,374
Receivable for capital shares sold .................. 2,993 9,466
Other assets ........................................ 6,338 4,099
------------ ------------
TOTAL ASSETS ..................................... 20,631,462 34,257,248
------------ ------------
LIABILITIES
Distributions payable ............................... 2,106 16,383
Payable for capital shares redeemed ................. 2,086 10,130
Accrued investment advisory fees (Note 3) ........... 5,437 13,066
Payable to Administrator (Note 3) ................... 4,000 4,000
Accrued compliance fees (Note 3) .................... 700 700
Other accrued expenses and liabilities .............. 12,156 13,605
------------ ------------
TOTAL LIABILITIES ................................ 26,485 57,884
------------ ------------
NET ASSETS ............................................. $ 20,604,977 $ 34,199,364
============ ============
Net assets consist of:
Paid-in capital ..................................... $ 31,336,314 $ 42,087,176
Accumulated undistributed net investment income.. ... 303 26,645
Accumulated net realized losses from
security transactions ............................ (5,401,179) (3,780,877)
Net unrealized depreciation on investments .......... (5,330,461) (4,133,580)
------------ ------------
Net assets ............................................. $ 20,604,977 $ 34,199,364
============ ============
Shares of beneficial interest outstanding
(unlimited number of shares authorized, no par value) 1,714,422 3,118,333
============ ============
Net asset value, offering price and redemption
price per share (Note 1) ............................ $ 12.02 $ 10.97
============ ============
See accompanying notes to financial statements.
12
THE FLIPPIN, BRUCE & PORTER FUNDS
STATEMENTS OF OPERATIONS
YEAR ENDED MARCH 31, 2009
=========================================================================================
FBP FBP
VALUE BALANCED
FUND FUND
- -----------------------------------------------------------------------------------------
INVESTMENT INCOME
Interest .............................................. $ -- $ 819,000
Dividends ............................................. 833,189 665,640
Foreign withholding taxes on dividends ................ (5,356) (4,872)
------------ ------------
TOTAL INVESTMENT INCOME ............................. 827,833 1,479,768
------------ ------------
EXPENSES
Investment advisory fees (Note 3) ..................... 217,453 308,397
Administration fees (Note 3) .......................... 51,674 61,254
Professional fees ..................................... 22,700 24,522
Trustees' fees and expenses ........................... 15,330 15,330
Registration fees ..................................... 13,143 7,250
Postage and supplies .................................. 11,612 9,163
Compliance service fees (Note 3) ...................... 8,954 8,951
Custodian and bank service fees ....................... 8,587 7,666
Printing of shareholder reports ....................... 5,405 3,499
Insurance expense ..................................... 3,668 4,543
Other expenses ........................................ 7,699 12,151
------------ ------------
TOTAL EXPENSES ...................................... 366,225 462,726
Fees voluntarily waived by the Adviser (Note 3).. ..... (33,953) (22,283)
------------ ------------
NET EXPENSES ........................................ 332,272 440,443
------------ ------------
NET INVESTMENT INCOME .................................... 495,561 1,039,325
------------ ------------
REALIZED AND UNREALIZED GAINS (LOSSES)
ON INVESTMENTS
Net realized losses on security transactions .......... (5,387,493) (3,859,162)
Net realized gains (losses) on option contracts written (13,686) 78,285
Net change in unrealized appreciation/
depreciation on investments ......................... (11,397,617) (12,251,683)
------------ ------------
NET REALIZED AND UNREALIZED LOSSES
ON INVESTMENTS ........................................ (16,798,796) (16,032,560)
------------ ------------
NET DECREASE IN NET ASSETS
FROM OPERATIONS ....................................... $(16,303,235) $(14,993,235)
============ ============
See accompanying notes to financial statements.
13
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,
2009 2008 2009 2008
- ---------------------------------------------------------------------------------------------------------
FROM OPERATIONS
Net investment income ................. $ 495,561 $ 679,283 $ 1,039,325 $ 1,321,239
Net realized gains (losses) on:
Security transactions .............. (5,387,493) 3,349,834 (3,859,162) 3,294,326
Option contracts written ........... (13,686) 119,265 78,285 112,605
In-kind redemptions (Note 1). ...... -- 370,882 -- --
Net change in unrealized appreciation/
depreciation on investments.. ...... (11,397,617) (13,281,533) (12,251,683) (10,396,097)
------------ ------------ ------------ ------------
Net decrease in net assets
from operations ....................... (16,303,235) (8,762,269) (14,993,235) (5,667,927)
------------ ------------ ------------ ------------
DISTRIBUTIONS TO
SHAREHOLDERS
From net investment income ............ (472,135) (687,582) (963,884) (1,357,079)
From realized capital gains on
security transactions .............. -- (3,492,371) -- (3,501,622)
Return of capital ..................... -- (393,309) -- (219,267)
------------ ------------ ------------ ------------
Decrease in net assets from
distributions to shareholders.. ....... (472,135) (4,573,262) (963,884) (5,077,968)
------------ ------------ ------------ ------------
FROM CAPITAL
SHARE TRANSACTIONS
Proceeds from shares sold ............. 1,826,232 3,160,085 1,127,417 3,637,669
Net asset value of shares issued in
reinvestment of distributions
to shareholders .................... 459,482 4,441,138 868,323 4,737,391
Payments for shares redeemed .......... (7,976,893) (11,427,076) (6,834,380) (8,991,631)
------------ ------------ ------------ ------------
Net decrease in net assets
from capital share transactions. ...... (5,691,179) (3,825,853) (4,838,640) (616,571)
------------ ------------ ------------ ------------
TOTAL DECREASE IN NET ASSETS ............. (22,466,549) (17,161,384) (20,795,759) (11,362,466)
NET ASSETS
Beginning of year ..................... 43,071,526 60,232,910 54,995,123 66,357,589
------------ ------------ ------------ ------------
End of year ........................... $ 20,604,977 $ 43,071,526 $ 34,199,364 $ 54,995,123
============ ============ ============ ============
ACCUMULATED UNDISTRIBUTED
NET INVESTMENT INCOME ................. $ 303 $ -- $ 26,645 $ 45,666
============ ============ ============ ============
CAPITAL SHARE ACTIVITY
Sold .................................. 115,697 121,432 85,110 196,696
Reinvested ............................ 29,288 173,994 66,451 265,687
Redeemed .............................. (482,157) (450,272) (504,104) (493,053)
------------ ------------ ------------ ------------
Net decrease in shares outstanding .... (337,172) (154,846) (352,543) (30,670)
Shares outstanding at beginning of year 2,051,594 2,206,440 3,470,876 3,501,546
------------ ------------ ------------ ------------
Shares outstanding at end of year ..... 1,714,422 2,051,594 3,118,333 3,470,876
============ ============ ============ ============
See accompanying notes to financial statements.
14
FBP VALUE FUND
FINANCIAL HIGHLIGHTS
======================================================================================================================
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
- ----------------------------------------------------------------------------------------------------------------------
YEARS ENDED MARCH 31,
----------------------------------------------------------------------
2009 2008 2007 2006 2005
- ----------------------------------------------------------------------------------------------------------------------
Net asset value at beginning of year ...... $ 20.99 $ 27.30 $ 26.60 $ 25.73 $ 24.86
---------- ---------- ---------- ---------- ----------
Income (loss) from investment operations:
Net investment income .................. 0.27 0.32 0.33 0.32 0.29
Net realized and unrealized gains
(losses) on investments. ............ (8.98) (4.43) 2.71 2.70 0.86
---------- ---------- ---------- ---------- ----------
Total from investment operations .......... (8.71) (4.11) 3.04 3.02 1.15
---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net investment income ... (0.26) (0.32) (0.33) (0.32) (0.28)
Distributions from net realized gains .. -- (1.68) (2.01) (1.83) --
Return of capital ...................... -- (0.20) -- -- --
---------- ---------- ---------- ---------- ----------
Total distributions ....................... (0.26) (2.20) (2.34) (2.15) (0.28)
---------- ---------- ---------- ---------- ----------
Net asset value at end of year ............ $ 12.02 $ 20.99 $ 27.30 $ 26.60 $ 25.73
========== ========== ========== ========== ==========
Total return (a) .......................... (41.78%) (16.33%) 11.57% 12.03% 4.65%
========== ========== ========== ========== ==========
Net assets at end of year (000's) ......... $ 20,605 $ 43,072 $ 60,233 $ 59,611 $ 61,212
========== ========== ========== ========== ==========
Ratio of net expenses to average net assets 1.07%(b) 1.01% 1.01% 1.01% 1.00%
Ratio of net investment income to
average net assets ..................... 1.59% 1.21% 1.19% 1.17% 1.17%
Portfolio turnover rate ................... 16% 26% 16% 15% 15%
(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.
(b) Absent investment advisory fees voluntarily waived by the Adviser, the
ratio of expenses to average net assets would have been 1.18% for the year
ended March 31, 2009 (Note 3).
See accompanying notes to financial statements.
15
FBP BALANCED FUND
FINANCIAL HIGHLIGHTS
======================================================================================================================
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
- ----------------------------------------------------------------------------------------------------------------------
YEARS ENDED MARCH 31,
----------------------------------------------------------------------
2009 2008 2007 2006 2005
- ----------------------------------------------------------------------------------------------------------------------
Net asset value at beginning of year ...... $ 15.84 $ 18.95 $ 18.39 $ 18.06 $ 18.40
---------- ---------- ---------- ---------- ----------
Income (loss) from investment operations:
Net investment income .................. 0.32 0.38 0.37 0.33 0.29
Net realized and unrealized gains
(losses) on investments. ............ (4.89) (2.01) 1.39 1.22 0.28
---------- ---------- ---------- ---------- ----------
Total from investment operations .......... (4.57) (1.63) 1.76 1.55 0.57
---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net investment income ... (0.30) (0.39) (0.37) (0.32) (0.30)
Distributions from net realized gains .. -- (1.02) (0.83) (0.90) (0.61)
Return of capital ...................... -- (0.07) -- -- --
---------- ---------- ---------- ---------- ----------
Total distributions ....................... (0.30) (1.48) (1.20) (1.22) (0.91)
---------- ---------- ---------- ---------- ----------
Net asset value at end of year ............ $ 10.97 $ 15.84 $ 18.95 $ 18.39 $ 18.06
========== ========== ========== ========== ==========
Total return (a) .......................... (29.15%) (9.27%) 9.70% 8.81% 3.20%
========== ========== ========== ========== ==========
Net assets at end of year (000's) ......... $ 34,199 $ 54,995 $ 66,358 $ 62,781 $ 61,466
========== ========== ========== ========== ==========
Ratio of net expenses to average net assets 1.00%(b) 0.96% 0.97% 0.99% 0.96%
Ratio of net investment income to
average net assets ..................... 2.36% 2.05% 1.95% 1.75% 1.62%
Portfolio turnover rate ................... 24% 29% 17% 24% 17%
(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.
(b) Absent investment advisory fees voluntarily waived by the Adviser, the
ratio of expenses to average net assets would have been 1.05% for the year
ended March 31, 2009 (Note 3).
See accompanying notes to financial statements.
16
THE FLIPPIN, BRUCE & PORTER FUNDS
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009
================================================================================
1. ORGANIZATION AND 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. The Trust was organized as a Massachusetts business trust on July
18, 1988. Other series of this Trust are not incorporated in this report.
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 procedures established by and under the general
supervision of 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.
The Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards No. 157 "Fair Value Measurements" establishes a single
authoritative definition of fair value, sets out a framework for measuring fair
value and requires additional disclosures about fair value measurements.
Various inputs are used in determining the value of each Fund's investments.
These inputs are summarized in the three broad levels listed below:
o Level 1 - quoted prices in active markets for identical securities
o Level 2 - other significant observable inputs
o Level 3 - significant unobservable inputs
The inputs or methodology used for valuing securities are not necessarily an
indication of the risk associated with investing in those securities.
17
THE FLIPPIN, BRUCE & PORTER FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
The following is a summary of the inputs used to value each Fund's investments
as of March 31, 2009:
- --------------------------------------------------------------------------------
FBP FBP
VALUE FUND BALANCED FUND
- --------------------------------------------------------------------------------
Level 1 - Quoted prices ...................... $ 20,426,611 $ 21,994,741
Level 2 - Other significant observable inputs -- 11,950,388
Level 3 - Significant unobservable inputs .... -- --
------------ ------------
Total ........................................ $ 20,426,611 $ 33,945,129
============ ============
- --------------------------------------------------------------------------------
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. If the seller
defaults, the fair value of the collateral may decline and realization of the
collateral by the Funds may be delayed or limited.
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, 2009
and March 31, 2008 are as follows:
- --------------------------------------------------------------------------------
ORDINARY LONG-TERM RETURN OF TOTAL
YEAR ENDED INCOME CAPITAL GAINS CAPITAL DISTRIBUTIONS
- --------------------------------------------------------------------------------
FBP Value Fund
03/31/09 ........... $ 472,135 $ -- $ -- $ 472,135
03/31/08 ........... $ 699,173 $3,480,780 $ 393,309 $4,573,262
- -------------------------------------------------------------------------------
FBP Balanced Fund
03/31/09 ........... $ 963,884 $ -- $ -- $ 963,884
03/31/08 ........... $1,403,338 $3,455,363 $ 219,267 $5,077,968
- --------------------------------------------------------------------------------
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.
18
THE FLIPPIN, BRUCE & PORTER FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
Options transactions -- When the Funds' Adviser believes that individual
portfolio securities held by the Funds are approaching the top of the Adviser's
growth and price expectations, 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.
The following information is computed on a tax basis for each item as of March
31, 2009:
- --------------------------------------------------------------------------------
FBP FBP
VALUE FUND BALANCED FUND
- --------------------------------------------------------------------------------
Cost of portfolio investments ........ $ 25,757,072 $ 38,053,527
============ ============
Gross unrealized appreciation ........ $ 4,126,662 $ 5,079,208
Gross unrealized depreciation ........ (9,457,123) (9,187,606)
------------ ------------
Net unrealized depreciation .......... (5,330,461) (4,108,398)
Undistributed ordinary income ........ 2,409 17,846
Capital loss carryforward ............ (2,475,616) (1,823,332)
Post-October losses .................. (2,925,563) (1,957,545)
Other temporary differences .......... (2,106) (16,383)
------------ ------------
Accumulated deficit .................. $(10,731,337) $ (7,887,812)
============ ============
- --------------------------------------------------------------------------------
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.
As of March 31, 2009, the FBP Value Fund and the FBP Balanced Fund had capital
loss carryforwards of $2,475,616 and $1,823,332, respectively, which expire on
March 31, 2017. In addition, the Funds' had net realized capital losses of
$2,925,563 and $1,957,545, respectively, during the period November 1, 2008
through March 31, 2009, which are treated for federal income tax purposes as
arising during the Funds' tax year ending March 31, 2010. These capital loss
carryforwards and "post-October" losses may be utilized in future years to
offset net realized capital gains, if any, prior to distributing such gains to
shareholders.
19
THE FLIPPIN, BRUCE & PORTER FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
For the year ended March 31, 2009, the FBP Value Fund and the FBP Balanced Fund
reclassified distributions in excess of net realized gains on security
transactions of $23,123 and $94,462, respectively, against accumulated
undistributed net investment income 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.
FASB's Interpretation No. 48 ("FIN 48") "Accounting for Uncertainty in Income
Taxes" 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. As required by FIN 48, management has analyzed the
Funds' tax positions taken on Federal income tax returns for all open tax years
(tax years ended March 31, 2007 through March 31, 2009) and has concluded that
no provision for income tax is required in these financial statements.
2. INVESTMENT TRANSACTIONS
During the year ended March 31, 2009, cost of purchases and proceeds from sales
and maturities of investment securities, other than short-term investments and
U.S. government securities, amounted to $4,997,700 and $10,698,375,
respectively, for the FBP Value Fund and $8,846,757 and $10,189,980,
respectively, for the FBP Balanced Fund.
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 assets; and .50% of such assets in excess of $500 million.
During the year ended March 31, 2009, the Adviser voluntarily waived $33,953 and
$22,283 of its investment advisory fees from the FBP Value Fund and the FBP
Balanced Fund, respectively.
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 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 assets; and .10% of such
assets in excess of $50 million,
20
THE FLIPPIN, BRUCE & PORTER FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
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. In addition, the Funds reimburse Ultimus for reasonable
out-of-pocket expenses, if any, incurred in connection with these services.
4. COVERED CALL OPTIONS
A summary of covered call option contracts during the year ended March 31, 2009
is as follows:
- -----------------------------------------------------------------------------------------
FBP FBP
VALUE FUND BALANCED FUND
------------------------ ------------------------
OPTION OPTION OPTION OPTION
CONTRACTS PREMIUMS CONTRACTS PREMIUMS
- -----------------------------------------------------------------------------------------
Options outstanding at
beginning of year ............. $ -- $ -- $ -- $ --
Options written .................. 150 97,914 120 78,285
Options expired .................. (100) (67,672) (120) (78,285)
Options cancelled in a closing
purchase transaction .......... (50) (30,242) -- --
---------- ---------- ---------- ----------
Options outstanding at end of year $ -- $ -- $ -- $ --
========== ========== ========== ==========
- -----------------------------------------------------------------------------------------
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. RECENT ACCOUNTING PRONOUNCEMENT
In March 2008, FASB issued Statement of Financial Accounting Standards No. 161
"Disclosures about Derivative Instruments and Hedging Activities" ("SFAS 161").
SFAS 161 is effective for fiscal years and interim periods beginning after
November 15, 2008. SFAS 161 requires enhanced disclosures about each Fund's
derivative and hedging activities, including how such activities are accounted
for and their effect on each Fund's financial position, performance and cash
flows. Management is adopting SFAS 161 for the quarter ending June 30, 2009 and
is currently evaluating the impact the adoption of SFAS 161 will have on the
Funds' financial statements and related disclosures.
21
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, 2009, 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, 2009, 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, 2009, 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 21, 2009
22
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, 72 Chairman and Since
Manakin-Sabot, VA Trustee June 1991
- -------------------------------------------------------------------------------------------------------------
* Austin Brockenbrough III 1802 Bayberry Court, Suite 400 72 Trustee Since
Richmond, VA September 1988
- -------------------------------------------------------------------------------------------------------------
* John T. Bruce 800 Main Street 55 President and Since
Lynchburg, VA Trustee September 1988
- -------------------------------------------------------------------------------------------------------------
Robert S. Harris 100 Darden Boulevard 59 Trustee Since
Charlottsville, VA January 2007
- -------------------------------------------------------------------------------------------------------------
J. Finley Lee, Jr. 4488 Pond Apple Drive North 69 Trustee Since
Naples, FL September 1988
- -------------------------------------------------------------------------------------------------------------
Richard L. Morrill University of Richmond 69 Trustee Since
Richmond, VA March 1993
- -------------------------------------------------------------------------------------------------------------
Harris V. Morrissette 100 Jacintoport Boulevard 49 Trustee Since
Saraland, AL March 1993
- -------------------------------------------------------------------------------------------------------------
Samuel B. Witt III 302 Clovelly Road 73 Trustee Since
Richmond, VA November 1988
- -------------------------------------------------------------------------------------------------------------
John M. Flippin 800 Main Street 67 Vice President Since
Lynchburg, VA September 1988
- -------------------------------------------------------------------------------------------------------------
R. Gregory Porter III 800 Main Street 67 Vice President Since
Lynchburg, VA September 1988
- -------------------------------------------------------------------------------------------------------------
John H. Hanna IV 800 Main Street 53 Vice President Since
Lynchburg, VA February 2007
- -------------------------------------------------------------------------------------------------------------
David J. Marshall 800 Main Street 52 Vice President Since
Lynchburg, VA February 2007
- -------------------------------------------------------------------------------------------------------------
Robert G. Dorsey 225 Pictoria Drive, Suite 450 52 Vice President Since
Cincinnati, OH November 2000
- -------------------------------------------------------------------------------------------------------------
Mark J. Seger 225 Pictoria Drive, Suite 450 47 Treasurer Since
Cincinnati, OH November 2000
- -------------------------------------------------------------------------------------------------------------
John F. Splain 225 Pictoria Drive, Suite 450 52 Secretary Since
Cincinnati, OH November 2000
- -------------------------------------------------------------------------------------------------------------
Tina H. Bloom 225 Pictoria Drive, Suite 450 40 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.
23
THE FLIPPIN, BRUCE & PORTER FUNDS
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(UNAUDITED) (CONTINUED)
================================================================================
Each Trustee oversees ten 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 President of China Doll Rice and Beans Inc. and Dixie
Lily Foods. He is a member of the Board of Directors of BancTrust Financial
Group, Inc. (a bank holding company). In addition, he is Chairman of Azalea
Aviation, Inc. (an airplane fueling company).
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.
24
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. These ongoing costs, 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 (October 1, 2008) shown and held for the entire
period (March 31, 2009).
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, 2008 through
March 31, 2009.)
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, 2008 March 31, 2009 During Period*
- --------------------------------------------------------------------------------
Based on Actual Fund Return $1,000.00 $ 661.90 $4.43
- --------------------------------------------------------------------------------
Based on Hypothetical 5% Return
(before expenses) $1,000.00 $1,019.60 $5.39
- --------------------------------------------------------------------------------
* Expenses are equal to the FBP Value Fund's annualized expense ratio of
1.07% for the period, multiplied by the average account value over the
period, multiplied by 182/365 (to reflect the one-half year period).
25
THE FLIPPIN BRUCE & PORTER FUNDS
ABOUT YOUR FUNDS' EXPENSES (UNAUDITED)
(CONTINUED)
================================================================================
FBP BALANCED FUND
- --------------------------------------------------------------------------------
Beginning Ending
Account Value Account Value Expenses Paid
October 1, 2008 March 31, 2009 During Period*
- --------------------------------------------------------------------------------
Based on Actual Fund Return $1,000.00 $ 769.80 $4.41
- --------------------------------------------------------------------------------
Based on Hypothetical 5% Return
(before expenses) $1,000.00 $1,019.95 $5.04
- --------------------------------------------------------------------------------
* Expenses are equal to the FBP Balanced Fund's annualized expense ratio of
1.00% for the period, multiplied by the average account value over the
period, multiplied by 182/365 (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, 2009. For the fiscal
year ended March 31, 2009, 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 $472,135 and $963,884, respectively, as
taxed at a maximum rate of 15%. Additionally, for the fiscal year ended March
31, 2009, 100% and 74% 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 2009
Form 1099-DIV.
26
THE FLIPPIN, BRUCE & PORTER FUNDS
DISCLOSURE REGARDING APPROVAL OF
INVESTMENT ADVISORY AGREEMENTS (UNAUDITED)
================================================================================
At an in-person meeting held on February 10, 2009, 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 accounting firm
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
27
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.
28
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- --------------------------------------------------------------------------------
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 OFFICERS
www.fbpinc.com 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
INDEPENDENT REGISTERED J. Finley Lee, Jr.
PUBLIC ACCOUNTING FIRM Richard L. Morrill
Ernst & Young LLP Harris V. Morrissette
1900 Scripps Center Samuel B. Witt, III
312 Walnut Street
Cincinnati, Ohio 45202
- --------------------------------------------------------------------------------
================================================================================
THE
GOVERNMENT STREET
FUNDS
NO-LOAD MUTUAL FUNDS
ANNUAL REPORT
MARCH 31, 2009
================================================================================
[LOGO OMITTED]
LEAVELL
=== INVESTMENT MANAGEMENT ===
TRUSTED INVESTMENT SOLUTIONS SINCE 1979
================================================================================
THE GOVERNMENT STREET EQUITY FUND
THE GOVERNMENT STREET MID-CAP FUND
THE ALABAMA TAX FREE BOND FUND
================================================================================
LETTER FROM THE PRESIDENT MAY 11, 2009
================================================================================
Dear Fellow Shareholders:
We are enclosing for your review the audited Annual Report of The
Government Street Funds for the year ended March 31, 2009.
THE GOVERNMENT STREET EQUITY FUND
- ---------------------------------
The Government Street Equity Fund had a total return of -39.43% for the
fiscal year ended March 31, 2009. By comparison, the S&P 500 Index and the
Morningstar Large Blend category average were down -38.09% and -38.12%,
respectively. The declines were the products of an equity market that was
negative across all capitalizations and economic sectors. There was little
relief to be had in any area that was invested in stocks.
The stock market (S&P 500) showed some life in the last month of our
fiscal year by advancing 8.76%. The Government Street Equity Fund and the
Morningstar Large Blend average responded with positive returns of 7.31% and
8.17%, respectively. Whether this is the bottom of the recessionary decline that
started in October 2007 or just a brief relief rally remains to be seen.
The malaise across the broad economy continued to surface throughout the
fiscal year. However, when viewed by economic sector, the most significant
factor continued to be the questioned viability of the financial industry.
During the year, the Financials sector of the S&P 500 Index was down -56.9%. The
negative performance eclipsed all the other sectors by a wide margin.
As the situation stands today, the primary determinant of success in the
broad economy is focused almost entirely on the question of the extent and
timing of a financial industry recovery. To be sure, monetary and fiscal
stimulus to the extent witnessed in modern times is unprecedented. As such,
every commentator and analyst is on theoretical and untested grounds in drawing
conclusions as to the extent of the future success or failure of the effort. In
general, there is reason to be optimistic. It is obvious that credit has
loosened to some extent and money flows have received positive, albeit tepid,
responses. It is very likely that the positive return of the stock market in
March is evidence that investors are warming to the improving investment
environment and subsequent recovery.
The top 10 holdings in The Government Street Equity Fund at March 31, 2009 were:
Vanguard Large-Cap ETF 5.5%
Hewlett-Packard Company 3.2%
Philip Morris International, Inc. 3.1%
Chevron Corporation 2.7%
Procter & Gamble Company (The) 2.6%
Johnson & Johnson 2.5%
Duke Energy Corporation 2.5%
Adobe Systems, Inc. 2.0%
Vanguard Emerging Markets ETF 1.9%
International Business Machines Corporation 1.9%
1
Two of the largest holdings justify elaboration. In the context of
managing risk, one of the primary tools available to managers is
diversification. The Vanguard Large-Cap ETF and the Vanguard Emerging Markets
ETF contribute to the Fund's efforts in that consideration. Each holding
represents a composite of several hundred individual holdings of the
characteristics specified in their titles. As such, the investments are macro
type holdings in their specific investment space and are less subject to the
more risky individual stock movements. They allow focused exposure, on desirable
investment areas, with less chance of the extreme volatility of an individual
stock that can be a by-product of a market environment like we are currently
experiencing. The Fund currently holds 11.1% of its net assets in these types of
investments.
As might be expected, the Fund's securities within the Financials sector
were the Fund's worst performers during the fiscal year, with negative returns
of -74.7% and -60.2% in its growth and value categories, respectively. The
Fund's Financials sector holdings at fiscal year end consisted of Bank of
America, Aegon N.V., AFLAC, American Capital Ltd., Regions Financial, Charles
Schwab and U.S. Bancorp.
The best performing sector in the portfolio during the fiscal year was the
Utilities sector. Invested entirely in electric utilities, the overall return of
the Fund's utilities holdings was -15.7%. Portfolio holdings within the sector
at fiscal year end were Duke Energy, FirstEnergy and Wisconsin Energy.
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 AND
ARE FOR THE FISCAL YEAR APRIL 1, 2008 THROUGH MARCH 31, 2009.
We believe that the current economic recession is in the process of
bottoming. Despite the current improvement, there appears to be significant
reason to believe the broad personal and corporate malaise might take much
longer to recede. The monetary and fiscal dislocation within our country and its
markets is too extreme to be quickly dissipated. However, we feel certain that
this recession will ultimately go the way of previous ones and past heights in
the market will be scaled again.
The future scenario for the markets which we believe will take place in
the current situation is that of leadership. We believe that foreign markets,
particularly emerging markets, will lead the world out of its current economic
downturn. Consequently, those products demanded by rapidly developing countries
of large scale, namely China, India, Brazil and Russia, will be recipients of
increased focus. We believe that energy, raw materials and food stocks will be
under great demand pressures and provide profitable investment opportunities.
However, it will be a necessity for the U.S. economy to ratify the anticipated
foreign progress with positive results of its own. The Gross Domestic Product of
the U.S., at more than twice that of China's, is a necessary component of world
recovery.
The Government Street Equity Fund incorporates significant foreign
investments through exchange traded funds, as noted, and large capitalization
domestic securities which have significant foreign operations. We continue to
move toward the goal of 20% participation by the Fund in international and
related investments.
2
As of March 31, 2009, the Fund's net assets were $37,656,373; net asset
value per share was $26.72; and the ratio of expenses to net average assets was
0.91%. Portfolio turnover rate was 35% during the fiscal year. Income dividends
of $0.52 per share were distributed during the year.
THE GOVERNMENT STREET MID-CAP FUND
- ----------------------------------
The Government Street Mid-Cap Fund completed its fifth full fiscal year on
March 31, 2009. The Fund produced a one year total return of -30.65%, as
compared to the benchmark S&P MidCap 400 Index return of -36.10%. No sectors of
the S&P MidCap 400 Index produced a gain during the year. The worst performing
sectors of the Index were Energy, Materials and Industrials. The Government
Street Mid-Cap Fund benefited from slight underweightings in these sectors. Some
of the strongest stocks in the Fund over the past year were ITT Educational
Services (+164%), Family Dollar Stores (+82%), and Edwards Lifesciences (+37%).
The outperformance of the Fund over the past year as compared to the S&P MidCap
400 Index is primarily attributable to a more defensive posture in stock
selection and sector allocation.
The longer term performance of the Fund relative to the S&P MidCap 400
Index has also been good, as the Fund returned -11.58% for the 3 years ended
March 31, 2009, as compared to -13.61% for the Index. Over the past five years,
the Fund returned -1.66% annualized versus -2.84% for the S&P MidCap 400 Index.
For the past three and five years, large cap stocks as measured by the S&P 500
Index have returned -13.06% and -4.76%, respectively, on an annualized basis.
Growth stocks have enjoyed a sustained period of outperformance relative
to value stocks. Over one, three and five years, growth stocks have beaten value
stocks, while over the past ten years value stocks still hold the edge over
growth stocks. Mid cap stocks hold a considerable edge over large cap stocks,
with the S&P MidCap 400 Index producing a ten-year annualized return of 4.19%,
compared to -3.00% for the S&P 500 Index. While large cap stocks tend to perform
better than smaller cap stocks during periods of market contraction, the S&P
MidCap 400 Index outperformed the S&P 500 Index -36.10% to -38.09% over the past
year.
March 2009 brought the best one month performance in the stock market in
over six years. While it was nice to actually make money for the month, the
first quarter of 2009 ended with a loss for both the Fund and the broader stock
market. The current economic situation is unprecedented as the U.S., as well as
the rest of the world, deleverage from an extended period of excess borrowing on
the part of U.S. businesses and households. This deleveraging has had many
unpleasant consequences in falling asset values, loan defaults, decreased
spending, lower corporate profits and increased unemployment. In an effort to
cushion the fall, the federal government has taken steps to shore up the
financial system. With short term rates at zero and trillions of dollars in
stimulus and liquidity, the government is pulling no punches when it comes to
the current economic downturn. Whether or not fighting the collapse of a "debt
bubble" with free money will lead to a weak dollar and/or higher inflation and
tax rates remains to be seen. At any rate, the U.S. economy has historically
proven to be quite resilient and adaptive and with time should emerge stronger.
We believe that history has shown mid cap stocks can occupy the sweet spot of
offering more stability than small cap stocks while providing better growth
prospects than large cap stocks and should continue to provide superior long
term returns.
3
As of March 31, 2009, the net assets of the Government Street Mid Cap Fund
were $21,522,127; net asset value per share was $8.46; and the ratio of net
expenses to average net assets was 1.10%. The portfolio turnover rate for the
fiscal year was 14% and the total number of holdings at fiscal year end was 165.
THE ALABAMA TAX FREE BOND FUND
- ------------------------------
Fixed income investors have experienced an unusually wide range of returns
in the last twelve months. Those investors with exposure to short term, high
quality debt generally fared better than those with investments in lower
quality, longer maturity issues. The extraordinary level of fear in the credit
markets during most of last year led investors to dump any securities with a
perceived risk of default and they sought refuge in only the highest rated debt.
The resulting flight to quality drove up the prices of U. S. Treasuries leading
to record low yields on those securities. In December, the Federal Reserve cut
the Federal Funds rate to a record low range of 0% to .25% and injected billions
of dollars into the debt markets to improve liquidity. While credit markets have
not returned to normal, the spread between low risk and high risk securities has
narrowed in the first quarter of 2009.
The municipal bond market was buffeted on several fronts in the last
twelve months. The municipal bond insurance companies, responsible for the AAA
rating on many municipal securities, were pressured by capital constraints and
ratings downgrades resulting from their exposure to mortgage related debt
securities. Additionally, the auction-rate municipal securities market came to a
halt, creating liquidity problems for many holders of such debt. The market was
also subjected to unusual supply/demand factors during the last twelve months.
Many large institutional participants in the municipal market were forced to
liquidate securities for a variety of reasons. At the same time, the traditional
institutional and individual buyers of municipal debt were constrained on many
different fronts and reduced demand led to the rare situation whereby yields on
municipal securities exceeded those of taxable securities.
Investors in The Alabama Tax Free Bond Fund were beneficiaries of the
focus on high quality, short-to-intermediate term fixed income securities. For
the twelve months ended March 31, 2009, the Fund had a return of 3.80%, as
compared to a return of 1.12% for the Lipper Intermediate Municipal Fund Index,
5.53% for the Barclays Capital 7-year Municipal Bond Index and 5.62% for the
Barclays Capital 3-year Municipal Bond Index. [It should be noted that The
Alabama Tax Free Bond Fund has a shorter average maturity than the Lipper
Intermediate Municipal Fund Index and the Barclays Capital 7-year Municipal Bond
Index and consistently maintains a portfolio of higher rated securities, on
average, than the holdings comprising the comparable indices]. Additionally,
while the Fund holds securities with maturities ranging from less than one year
to more than ten years, the Barclays 3-year Index only holds securities with
maturities of approximately 3 years and the Barclays 7-year Index only holds
securities with maturities between 6 and 8 years. Also, the Barclays indices
include zero coupon bonds as well as bonds that are subject to the alternative
minimum tax. The Fund holds neither of these types of securities.
As of March 31, 2009, 92.8% of the securities held in the Fund were rated
"A" or better and the weighted average maturity of the portfolio at fiscal year
end was 4.0 years, down slightly from 4.1 years a year ago. The net assets of
the Fund as of March 31, 2009 were $28.4 million and the net asset value per
share was $10.54. The ratio of net investment income to average net assets
during the fiscal year was 3.36%. The portfolio turnover rate was 8%.
4
The manager of The Alabama Tax Free Bond Fund remains committed to
achieving the primary objectives of the Fund of preserving principal value while
generating income that is exempt from both Federal and Alabama state income
taxes. The average maturity and duration of the Fund will be adjusted in a
manner consistent with those objectives and investors should expect the quality
of the holdings in the portfolio to be maintained at levels which are
consistently above average.
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
Leavell Investment Management, Inc.
The Government Street Funds
DATA PRESENTED REFLECTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF FUTURE
RESULTS. INVESTMENT RESULTS AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT SHARES,
WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. DUE TO MARKET
VOLATILITY, CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE
SHOWN.
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,
2009, 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.leavellinvestments.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]
THE GOVERNMENT STREET STANDARD & POOR'S
EQUITY FUND 500 INDEX
-------------------- --------------------
DATE VALUE DATE VALUE
---- ------- ---- -------
03/31/99 $10,000 03/31/99 $10,000
06/30/99 10,769 06/30/99 10,705
09/30/99 10,062 09/30/99 10,036
12/31/99 11,459 12/31/99 11,530
03/31/00 11,993 03/31/00 11,794
06/30/00 11,760 06/30/00 11,481
09/30/00 11,716 09/30/00 11,370
12/31/00 11,020 12/31/00 10,480
03/31/01 9,521 03/31/01 9,237
06/30/01 9,919 06/30/01 9,778
09/30/01 8,619 09/30/01 8,343
12/31/01 9,586 12/31/01 9,234
03/31/02 9,653 03/31/02 9,260
06/30/02 8,381 06/30/02 8,019
09/30/02 7,048 09/30/02 6,634
12/31/02 7,544 12/31/02 7,193
03/31/03 7,291 03/31/03 6,967
06/30/03 8,378 06/30/03 8,039
09/30/03 8,636 09/30/03 8,252
12/31/03 9,665 12/31/03 9,257
03/31/04 9,922 03/31/04 9,414
06/30/04 10,003 06/30/04 9,576
09/30/04 9,655 09/30/04 9,397
12/31/04 10,562 12/31/04 10,264
03/31/05 10,247 03/31/05 10,044
06/30/05 10,387 06/30/05 10,181
09/30/05 10,855 09/30/05 10,548
12/31/05 11,090 12/31/05 10,768
03/31/06 11,517 03/31/06 11,222
06/30/06 11,284 06/30/06 11,060
09/30/06 11,399 09/30/06 11,687
12/31/06 12,119 12/31/06 12,469
03/31/07 12,327 03/31/07 12,549
06/30/07 12,951 06/30/07 13,337
09/30/07 13,371 09/30/07 13,608
12/31/07 13,036 12/31/07 13,154
03/31/08 11,894 03/31/08 11,912
06/30/08 11,769 06/30/08 11,587
09/30/08 10,752 09/30/08 10,617
12/31/08 8,270 12/31/08 8,288
03/31/09 7,205 03/31/09 7,375
Past performance is not predictive of future performance.
- --------------------------------------------------------------------------------
Average Annual Total Returns(a)
(for periods ended March 31, 2009)
1 YEAR 5 YEARS 10 YEARS
The Government Street Equity Fund -39.43% -6.20% -3.23%
Standard & Poor's 500 Index -38.09% -4.76% -3.00%
- --------------------------------------------------------------------------------
(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]
THE GOVERNMENT STREET STANDARD & POOR'S
MID CAP FUND MIDCAP 400 INDEX
-------------------- --------------------
DATE VALUE DATE VALUE
---- ------- ---- -------
11/17/03 $10,000 11/17/03 $10,000
12/31/03 10,218 12/31/03 10,435
03/31/04 10,683 03/31/04 10,963
06/30/04 10,808 06/30/04 11,069
09/30/04 10,652 09/30/04 10,837
12/31/04 11,602 12/31/04 12,155
03/31/05 11,696 03/31/05 12,106
06/30/05 12,223 06/30/05 12,623
09/30/05 12,855 09/30/05 13,239
12/31/05 13,226 12/31/05 13,682
03/31/06 14,211 03/31/06 14,725
06/30/06 13,628 06/30/06 14,262
09/30/06 13,352 09/30/06 14,108
12/31/06 13,967 12/31/06 15,094
03/31/07 14,755 03/31/07 15,969
06/30/07 15,575 06/30/07 16,902
09/30/07 15,732 09/30/07 16,755
12/31/07 15,561 12/31/07 16,298
03/31/08 14,167 03/31/08 14,855
06/30/08 14,663 06/30/08 15,662
09/30/08 13,416 09/30/08 13,960
12/31/08 10,509 12/31/08 10,393
03/31/09 9,824 03/31/09 9,493
Past performance is not predictive of future performance.
- --------------------------------------------------------------------------------
Average Annual Total Returns(a)
(for periods ended March 31, 2009)
1 YEAR 5 YEARS SINCE INCEPTION*
The Government Street Mid-Cap Fund -30.65% -1.66% -0.33%
Standard & Poor's MidCap 400 Index -36.10% -2.84% -0.96%
- --------------------------------------------------------------------------------
(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.
* 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 BARCLAYS CAPITAL 7-YEAR MUNICIPAL
BOND INDEX, THE BARCLAYS CAPITAL 3-YEAR MUNICIPAL BOND INDEX AND THE
LIPPER INTERMEDIATE MUNICIPAL FUND INDEX
[LINE GRAPH OMITTED]
THE ALABAMA TAX FREE BARCLAYS CAPITAL 7-YEAR BARCLAYS CAPITAL 3-YEAR LIPPER INTERMEDIATE
BOND FUND MUNICIPAL BOND INDEX MUNICIPAL BOND INDEX MUNICIPAL FUND INDEX
- -------------------- -------------------- -------------------- --------------------
DATE VALUE DATE VALUE DATE VALUE DATE VALUE
- ---- ------- ---- ------- ---- ------- ---- -------
03/31/99 $10,000 03/31/99 $10,000 03/31/99 $10,000 03/31/99 $10,000
06/30/99 9,836 06/30/99 9,830 06/30/99 9,956 06/30/99 9,833
09/30/99 9,866 09/30/99 9,911 09/30/99 10,056 09/30/99 9,839
12/31/99 9,866 12/31/99 9,902 12/31/99 10,085 12/31/99 9,808
03/31/00 10,034 03/31/00 10,059 03/31/00 10,187 03/31/00 9,981
06/30/00 10,156 06/30/00 10,222 06/30/00 10,328 06/30/00 10,102
09/30/00 10,348 09/30/00 10,454 09/30/00 10,493 09/30/00 10,313
12/31/00 10,674 12/31/00 10,800 12/31/00 10,714 12/31/00 10,659
03/31/01 10,908 03/31/01 11,080 03/31/01 10,995 03/31/01 10,899
06/30/01 10,959 06/30/01 11,160 06/30/01 11,129 06/30/01 10,980
09/30/01 11,209 09/30/01 11,467 09/30/01 11,392 09/30/01 11,264
12/31/01 11,140 12/31/01 11,360 12/31/01 11,419 12/31/01 11,170
03/31/02 11,192 03/31/02 11,469 03/31/02 11,477 03/31/02 11,250
06/30/02 11,572 06/30/02 11,959 06/30/02 11,815 06/30/02 11,648
09/30/02 12,021 09/30/02 12,499 09/30/02 12,077 09/30/02 12,099
12/31/02 12,078 12/31/02 12,535 12/31/02 12,187 12/31/02 12,102
03/31/03 12,162 03/31/03 12,681 03/31/03 12,290 03/31/03 12,221
06/30/03 12,400 06/30/03 13,017 06/30/03 12,398 06/30/03 12,490
09/30/03 12,424 09/30/03 13,087 09/30/03 12,534 09/30/03 12,515
12/31/03 12,468 12/31/03 13,218 12/31/03 12,513 12/31/03 12,629
03/31/04 12,576 03/31/04 13,391 03/31/04 12,629 03/31/04 12,776
06/30/04 12,353 06/30/04 13,082 06/30/04 12,475 06/30/04 12,524
09/30/04 12,627 09/30/04 13,523 09/30/04 12,713 09/30/04 12,898
12/31/04 12,671 12/31/04 13,635 12/31/04 12,737 12/31/04 12,989
03/31/05 12,568 03/31/05 13,497 03/31/05 12,641 03/31/05 12,894
06/30/05 12,752 06/30/05 13,855 06/30/05 12,793 06/30/05 13,202
09/30/05 12,745 09/30/05 13,797 09/30/05 12,811 09/30/05 13,176
12/31/05 12,789 12/31/05 13,869 12/31/05 12,847 12/31/05 13,251
03/31/06 12,795 03/31/06 13,852 03/31/06 12,863 03/31/06 13,264
06/30/06 12,830 06/30/06 13,875 06/30/06 12,906 06/30/06 13,269
09/30/06 13,054 09/30/06 14,322 09/30/06 13,156 09/30/06 13,662
12/31/06 13,128 12/31/06 14,422 12/31/06 13,238 12/31/06 13,763
03/31/07 13,228 03/31/07 14,552 03/31/07 13,367 03/31/07 13,867
06/30/07 13,239 06/30/07 14,459 06/30/07 13,403 06/30/07 13,796
09/30/07 13,458 09/30/07 14,869 09/30/07 13,658 09/30/07 14,042
12/31/07 13,659 12/31/07 15,151 12/31/07 13,900 12/31/07 14,204
03/31/08 13,844 03/31/08 15,365 03/31/08 14,211 03/31/08 14,217
06/30/08 13,828 06/30/08 15,269 06/30/08 14,151 06/30/08 14,239
09/30/08 13,865 09/30/08 15,254 09/30/08 14,285 09/30/08 13,917
12/31/08 14,187 12/31/08 15,847 12/31/08 14,669 12/31/08 13,881
03/31/09 14,370 03/31/09 16,215 03/31/09 15,010 03/31/09 14,376
Past performance is not predictive of future performance.
- --------------------------------------------------------------------------------
Average Annual Total Returns(a)
(for periods ended March 31, 2009)
1 YEAR 5 YEARS 10 YEARS
The Alabama Tax Free Bond Fund 3.80% 2.70% 3.69%
Barclays Capital 7-Year Municipal Bond Index 5.53% 3.90% 4.95%
Barclays Capital 3-Year Municipal Bond Index 5.62% 3.51% 4.15%
Lipper Intermediate Municipal Fund Index 1.12% 2.39% 3.70%
- --------------------------------------------------------------------------------
(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, 2009 (UNAUDITED)
================================================================================
SECTOR CONCENTRATION VS. THE S&P 500 INDEX
[BAR CHART OMITTED]
(% OF NET ASSETS)
The Government Street S&P 500
Equity Fund Index
----------------------------
Consumer Discretionary 6.6% 8.8%
Consumer Staples 12.3% 12.8%
Energy 12.0% 13.0%
Financials 6.1% 10.8%
Health Care 14.6% 15.3%
Industrials 11.3% 9.7%
Information Technology 14.5% 18.0%
Materials 3.2% 3.3%
Telecommunication Services 1.5% 4.0%
Utilities 4.1% 4.3%
Exchange-Traded Funds 11.1% 0.0%
Cash Equivalents 2.7% 0.0%
TOP TEN EQUITY HOLDINGS
SECURITY DESCRIPTION % OF NET ASSETS
- ---------------------------------------------------------------------
Vanguard Large-Cap Vipers ETF 5.5%
Hewlett-Packard Company 3.2%
Philip Morris International, Inc. 3.1%
Chevron Corporation 2.7%
Procter & Gamble Company (The) 2.6%
Johnson & Johnson 2.5%
Duke Energy Corporation 2.5%
Adobe Systems, Inc. 2.0%
Vanguard Emerging Markets Stock Index Fund 1.9%
International Business Machines Corporation 1.9%
9
THE GOVERNMENT STREET MID-CAP FUND
PORTFOLIO INFORMATION
MARCH 31, 2009 (UNAUDITED)
================================================================================
SECTOR 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 9.4% 15.4%
Consumer Staples 3.4% 4.2%
Energy 5.8% 6.6%
Financials 13.4% 17.8%
Health Care 13.6% 12.6%
Industrials 13.3% 14.7%
Information Technology 12.8% 14.4%
Materials 5.8% 6.8%
Telecommunication Services 0.1% 0.7%
Utilities 6.5% 6.8%
Exchange-Traded Funds 5.3% 0.0%
Cash Equivalents 10.6% 0.0%
TOP TEN EQUITY HOLDINGS
SECURITY DESCRIPTION % OF NET ASSETS
- ----------------------------------------------------------------------
iShares S&P MidCap 400 Index Fund 4.5%
Stericycle, Inc. 1.8%
Church & Dwight Company, Inc. 1.3%
Cerner Corporation 1.2%
Cullen/Frost Bankers, Inc. 1.2%
Techne Corporation 1.1%
SPX Corporation 1.1%
AMETEK, Inc. 1.1%
HCC Insurance Holdings, Inc. 1.1%
Eaton Vance Corporation 1.1%
10
THE ALABAMA TAX FREE BOND FUND
PORTFOLIO INFORMATION
MARCH 31, 2009 (UNAUDITED)
================================================================================
ASSET ALLOCATION
(% OF NET ASSETS)
[PIE CHART OMITTED]
Revenue 41.2%
General Oligation 41.7%
Pre-Refunded & Escrowed 11.3%
Cash Equivalents 5.8%
DISTRIBUTION BY RATING
--------------------------------------------
RATING % HOLDINGS
------ ----------
AAA 7.6%
AA 63.7%
A 21.5%
BAA 7.2%
11
GOVERNMENT STREET EQUITY FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2009
================================================================================
COMMON STOCKS -- 86.2% SHARES VALUE
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY -- 6.6%
Coach, Inc. (a) ................................... 6,000 $ 100,200
Darden Restaurants, Inc. .......................... 4,000 137,040
Home Depot, Inc. (The) ............................ 16,500 388,740
ITT Educational Services, Inc. (a) ................ 2,000 242,840
Johnson Controls, Inc. ............................ 15,000 180,000
McDonald's Corporation ............................ 5,000 272,850
NIKE, Inc. - Class B .............................. 11,000 515,790
Walt Disney Company (The) ......................... 35,000 635,600
------------
2,473,060
------------
CONSUMER STAPLES -- 12.3%
Altria Group, Inc. ................................ 33,000 528,660
Coca-Cola Company (The) ........................... 6,000 263,700
Kraft Foods, Inc. - Class A ....................... 22,836 509,014
PepsiCo, Inc. ..................................... 10,000 514,800
Philip Morris International, Inc. ................. 33,000 1,174,140
Procter & Gamble Company (The) .................... 21,000 988,890
Wal-Mart Stores, Inc. ............................. 12,600 656,460
------------
4,635,664
------------
ENERGY -- 12.3%
Apache Corporation ................................ 10,089 646,604
BP plc - ADR ...................................... 7,300 292,730
Chevron Corporation ............................... 15,000 1,008,600
ConocoPhillips .................................... 18,500 724,460
ENSCO International, Inc. ......................... 11,000 290,400
Exxon Mobil Corporation ........................... 7,200 490,320
Plains Exploration & Production Company (a) ....... 14,000 241,220
TransCanada Corporation ........................... 5,000 118,250
Transocean Ltd. (a) ............................... 8,996 529,325
XTO Energy, Inc. .................................. 10,000 306,200
------------
4,648,109
------------
FINANCIALS -- 6.1%
Aegon N.V. - ARS .................................. 27,900 107,136
AFLAC, Inc. ....................................... 21,000 406,560
American Capital Ltd. ............................. 9,000 16,830
Bank of America Corporation ....................... 79,870 544,713
Charles Schwab Corporation (The) .................. 15,000 232,500
Colonial Properties Trust ......................... 50,000 190,500
Regions Financial Corporation ..................... 20,000 85,200
U.S. Bancorp ...................................... 48,400 707,124
------------
2,290,563
------------
HEALTH CARE -- 14.6%
Abbott Laboratories ............................... 3,000 143,100
Becton, Dickinson & Company ....................... 9,490 638,108
Cardinal Health, Inc. ............................. 17,500 550,900
Cerner Corporation (a) ............................ 5,500 241,835
Computer Programs & Systems, Inc. ................. 4,600 153,042
Covance, Inc. (a) ................................. 4,500 160,335
Covidien Ltd. ..................................... 4,500 149,580
Elan Corporation plc - ADR (a) .................... 20,000 132,800
Fresenius Medical Care AG & Company - ADR ......... 5,000 193,500
12
GOVERNMENT STREET EQUITY FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
COMMON STOCKS -- 86.2% (CONTINUED) SHARES VALUE
- --------------------------------------------------------------------------------
HEALTH CARE -- 14.6% (CONTINUED)
Genzyme Corporation (a) ........................... 6,500 $ 386,035
Gilead Sciences, Inc. (a) ......................... 7,000 324,240
Johnson & Johnson ................................. 18,000 946,800
Techne Corporation ................................ 10,000 547,100
Teva Pharmaceutical Industries Ltd. - ADR ......... 4,000 180,200
Thermo Fisher Scientific, Inc. (a) ................ 6,500 231,855
Waters Corporation (a) ............................ 14,000 517,300
------------
5,496,730
------------
INDUSTRIALS -- 11.3%
C.H. Robinson Worldwide, Inc. ..................... 3,000 136,830
Caterpillar, Inc. ................................. 19,500 545,220
Emerson Electric Company .......................... 20,000 571,600
General Dynamics Corporation ...................... 17,000 707,030
Ingersoll-Rand Company Ltd. - Class A ............. 13,500 186,300
ITT Corporation ................................... 5,000 192,350
Manitowoc Company, Inc. (The) ..................... 21,000 68,670
Norfolk Southern Corporation ...................... 10,000 337,500
Quanta Services, Inc. (a) ......................... 23,000 493,350
Stericycle, Inc. (a) .............................. 7,000 334,110
United Technologies Corporation ................... 16,000 687,680
------------
4,260,640
------------
INFORMATION TECHNOLOGY -- 14.5%
Accenture Ltd. - Class A .......................... 9,500 261,155
Adobe Systems, Inc. (a) ........................... 35,000 748,650
Automatic Data Processing, Inc. ................... 20,000 703,200
Broadridge Financial Solutions, Inc. .............. 5,000 93,050
Cisco Systems, Inc. (a) ........................... 23,450 393,256
Corning, Inc. ..................................... 28,000 371,560
Dell, Inc. (a) .................................... 9,500 90,060
Hewlett-Packard Company ........................... 37,000 1,186,220
International Business Machines Corporation ....... 7,500 726,675
NetApp, Inc. (a) .................................. 12,000 178,080
Oracle Corporation (a) ............................ 10,000 180,700
Texas Instruments, Inc. ........................... 24,000 396,240
Tyco Electronics Ltd. ............................. 11,000 121,440
------------
5,450,286
------------
MATERIALS -- 3.2%
Alcoa, Inc. ....................................... 7,000 51,380
Dow Chemical Company (The) ........................ 12,000 101,160
Freeport-McMoRan Copper & Gold, Inc. .............. 8,000 304,880
Nucor Corporation ................................. 11,000 419,870
Praxair, Inc. ..................................... 5,000 336,450
------------
1,213,740
------------
TELECOMMUNICATION SERVICES -- 1.5%
America Movil SAB de C.V. - Series L - ADR ........ 10,000 270,800
AT&T, Inc. ........................................ 7,000 176,400
Fairpoint Communications, Inc. .................... 1,037 809
Nippon Telegraph and Telephone Corporation - ADR .. 4,000 76,120
Telephone and Data Systems, Inc. .................. 2,000 53,020
------------
577,149
------------
13
GOVERNMENT STREET EQUITY FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
COMMON STOCKS -- 86.2% (CONTINUED) SHARES VALUE
- --------------------------------------------------------------------------------
UTILITIES -- 3.8%
Duke Energy Corporation ........................... 65,980 $ 944,834
FirstEnergy Corporation ........................... 7,000 270,200
Wisconsin Energy Corporation ...................... 5,000 205,850
------------
1,420,884
------------
TOTAL COMMON STOCKS (Cost $30,729,264) ............ $ 32,466,825
------------
================================================================================
EXCHANGE-TRADED FUNDS -- 11.1% SHARES VALUE
- --------------------------------------------------------------------------------
iShares MSCI EAFE Index Fund ...................... 5,000 $ 187,950
Market Vectors - Agribusiness ETF ................. 19,000 537,890
Market Vectors - Coal ETF ......................... 25,000 341,000
Market Vectors - Steel ETF ........................ 11,000 301,950
Vanguard Emerging Markets ETF ..................... 31,000 731,600
Vanguard Large-Cap ETF ............................ 57,000 2,053,140
------------
TOTAL EXCHANGE-TRADED FUNDS (Cost $5,663,594) ..... $ 4,153,530
------------
================================================================================
COMMERCIAL PAPER -- 2.6% PAR VALUE VALUE
- --------------------------------------------------------------------------------
Intesa Funding LLC, 0.18%, due 04/01/2009
(Cost $987,000) ................................ $ 987,000 $ 987,000
------------
================================================================================
MONEY MARKET FUNDS -- 0.0% SHARES VALUE
- --------------------------------------------------------------------------------
AIM STIT - STIC Prime Portfolio - Institutional Class,
0.41% (b) (Cost $373) .......................... 373 $ 373
------------
TOTAL INVESTMENTS AT VALUE -- 99.9% (Cost $37,380,231) $ 37,607,728
OTHER ASSETS IN EXCESS OF LIABILITIES -- 0.1% ..... 48,645
------------
NET ASSETS -- 100.0% .............................. $ 37,656,373
============
ADR - American Depositary Receipt.
ARS - American Registered Shares.
(a) Non-income producing security.
(b) Variable rate security. The rate shown is the 7-day effective yield as of
March 31, 2009.
See accompanying notes to financial statements.
14
GOVERNMENT STREET MID-CAP FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2009
================================================================================
COMMON STOCKS -- 84.1% SHARES VALUE
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY -- 9.4%
Barnes & Noble, Inc. .............................. 3,500 $ 74,830
BorgWarner, Inc. .................................. 1,500 30,450
Buffalo Wild Wings, Inc. (a) ...................... 1,600 58,528
Coach, Inc. (a) ................................... 3,500 58,450
Darden Restaurants, Inc. .......................... 2,050 70,233
DeVry, Inc. ....................................... 700 33,726
DreamWorks Animation SKG, Inc. - Class A (a) ...... 3,500 75,740
Family Dollar Stores, Inc. ........................ 3,800 126,806
GameStop Corporation - Class A (a) ................ 5,700 159,714
Gildan Activewear, Inc. - Class A (a) ............. 4,100 33,210
Guess?, Inc. ...................................... 3,000 63,240
Hasbro, Inc. ...................................... 2,500 62,675
Interactive Data Corporation ...................... 2,000 49,720
ITT Educational Services, Inc. (a) ................ 1,605 194,879
JAKKS Pacific, Inc. (a) ........................... 2,000 24,700
Jarden Corporation (a) ............................ 3,000 38,010
John Wiley & Sons, Inc. - Class A ................. 1,600 47,648
Liberty Global, Inc. - Class A (a) ................ 3,150 45,864
Nordstrom, Inc. ................................... 1,000 16,750
O'Reilly Automotive, Inc. (a) ..................... 5,800 203,058
PetSmart, Inc. .................................... 2,600 54,496
Phillips-Van Heusen Corporation ................... 3,000 68,040
Ross Stores, Inc. ................................. 2,500 89,700
Service Corporation International ................. 6,000 20,940
Snap-on, Inc. ..................................... 2,950 74,045
Sotheby's ......................................... 3,400 30,600
Tiffany & Company ................................. 1,775 38,269
True Religion Apparel, Inc. (a) ................... 2,300 27,163
Urban Outfitters, Inc. (a) ........................ 3,000 49,110
Vail Resorts, Inc. (a) ............................ 2,500 51,075
VF Corporation .................................... 875 49,972
------------
2,021,641
------------
CONSUMER STAPLES -- 3.4%
Church & Dwight Company, Inc. ..................... 5,400 282,042
Hormel Foods Corporation .......................... 6,000 190,260
J.M. Smucker Company (The) ........................ 4,700 175,169
NBTY, Inc. (a) .................................... 3,000 42,240
Universal Corporation ............................. 1,740 52,061
------------
741,772
------------
ENERGY -- 5.8%
Cameron International Corporation (a) ............. 6,610 144,957
FMC Technologies, Inc. (a) ........................ 5,780 181,318
Murphy Oil Corporation ............................ 3,740 167,440
Newfield Exploration Company (a) .................. 2,800 63,560
Noble Corporation ................................. 5,360 129,122
Overseas Shipholding Group, Inc. .................. 3,600 81,612
Patriot Coal Corporation (a) ...................... 960 3,562
Peabody Energy Corporation ........................ 4,800 120,192
Pioneer Natural Resources Company ................. 4,380 72,139
Pride International, Inc. (a) ..................... 5,000 89,900
15
GOVERNMENT STREET MID-CAP FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
COMMON STOCKS -- 84.1% (CONTINUED) SHARES VALUE
- --------------------------------------------------------------------------------
ENERGY -- 5.8% (CONTINUED)
Smith International, Inc. ......................... 4,500 $ 96,660
Valero Energy Corporation ......................... 4,950 88,605
------------
1,239,067
------------
FINANCIALS -- 13.4%
American Financial Group, Inc. .................... 8,400 134,820
Arthur J. Gallagher & Company ..................... 6,750 114,750
Associated Banc-Corp .............................. 7,300 112,712
Bank of Hawaii Corporation ........................ 6,000 197,880
Berkley (W.R.) Corporation ........................ 10,050 226,628
Cullen/Frost Bankers, Inc. ........................ 5,600 262,864
Eaton Vance Corporation ........................... 10,250 234,212
Everest Re Group Ltd. ............................. 2,600 184,080
HCC Insurance Holdings, Inc. ...................... 9,300 234,267
Jefferies Group, Inc. ............................. 10,400 143,520
Legg Mason, Inc. .................................. 3,780 60,102
Liberty Property Trust ............................ 4,600 87,124
New York Community Bancorp, Inc. .................. 10,270 114,716
Potlatch Corporation .............................. 6,941 160,962
Rayonier, Inc. .................................... 7,000 211,540
State Street Corporation .......................... 4,400 135,432
Synovus Financial Corporation ..................... 16,400 53,300
Westamerica Bancorporation ........................ 3,300 150,348
Wilmington Trust Corporation ...................... 6,650 64,438
------------
2,883,695
------------
HEALTH CARE -- 13.6%
Almost Family, Inc. (a) ........................... 1,000 19,090
Becton, Dickinson & Company ....................... 1,000 67,240
Bio-Rad Laboratories, Inc. - Class A (a) .......... 2,500 164,750
C.R. Bard, Inc. ................................... 1,000 79,720
Cantel Medical Corporation (a) .................... 2,000 25,740
Cephalon, Inc. (a) ................................ 2,500 170,250
Cerner Corporation (a) ............................ 6,000 263,820
Computer Programs & Systems, Inc. ................. 1,500 49,905
Covance, Inc. (a) ................................. 4,000 142,520
Covidien Ltd. ..................................... 1,500 49,860
Edwards Lifesciences Corporation (a) .............. 2,500 151,575
Elan Corporation plc - ADR (a) .................... 1,000 6,640
Ensign Group, Inc. (The) .......................... 3,000 46,380
Fresenius Medical Care AG & Company - ADR ......... 4,000 154,800
Gilead Sciences, Inc. (a) ......................... 5,050 233,916
Hanger Orthopedic Group, Inc. (a) ................. 4,000 53,000
HealthSpring, Inc. (a) ............................ 2,500 20,925
Henry Schein, Inc. (a) ............................ 4,000 160,040
Life Technologies Corporation (a) ................. 2,891 93,900
Matrixx Initiatives, Inc. (a) ..................... 2,000 32,800
Millipore Corporation (a) ......................... 2,000 114,820
Mylan, Inc. (a) ................................... 7,700 103,257
Myriad Genetics, Inc. (a) ......................... 1,000 45,470
PSS World Medical, Inc. (a) ....................... 2,000 28,700
Questcor Pharmaceuticals, Inc. (a) ................ 3,000 14,760
ResMed, Inc. (a) .................................. 3,000 106,020
Techne Corporation ................................ 4,500 246,195
16
GOVERNMENT STREET MID-CAP FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
COMMON STOCKS -- 84.1% (CONTINUED) SHARES VALUE
- --------------------------------------------------------------------------------
HEALTH CARE -- 13.6% (CONTINUED)
Teleflex, Inc. .................................... 3,000 $ 117,270
Teva Pharmaceutical Industries Ltd. - ADR ......... 2,163 97,443
Waters Corporation (a) ............................ 2,000 73,900
------------
2,934,706
------------
INDUSTRIALS -- 13.3%
Alexander & Baldwin, Inc. ......................... 3,000 57,090
AMETEK, Inc. ...................................... 7,500 234,525
C.H. Robinson Worldwide, Inc. ..................... 5,000 228,050
Donaldson Company, Inc. ........................... 6,000 161,040
Expeditors International of Washington, Inc. ...... 6,000 169,740
Fastenal Company .................................. 7,000 225,085
Goodrich Corporation .............................. 3,500 132,615
Graco, Inc. ....................................... 6,000 102,420
Harsco Corporation ................................ 3,000 66,510
Herman Miller, Inc. ............................... 5,500 58,630
Jacobs Engineering Group, Inc. (a) ................ 4,475 173,003
John Bean Technologies Corporation ................ 1,248 13,054
Joy Global, Inc. .................................. 2,000 42,600
Koninklijke Philips Electronics N.V. - ADR ........ 1,500 22,305
L-3 Communications Holdings, Inc. ................. 3,000 203,400
Manpower, Inc. .................................... 4,000 126,120
MSC Industrial Direct Company, Inc. - Class A ..... 5,000 155,350
SPX Corporation ................................... 5,000 235,050
Stericycle, Inc. (a) .............................. 8,275 394,966
Trinity Industries, Inc. .......................... 5,000 45,700
WESCO International, Inc. (a) ..................... 1,000 18,120
------------
2,865,373
------------
INFORMATION TECHNOLOGY -- 12.8%
Activision Blizzard, Inc. (a) ..................... 16,000 167,360
ADC Telecommunications, Inc. (a) .................. 8,500 37,315
ADTRAN, Inc. ...................................... 6,000 97,260
Advent Software, Inc. (a) ......................... 4,000 133,240
Alliance Data Systems Corporation (a) ............. 5,000 184,750
Arrow Electronics, Inc. (a) ....................... 8,000 152,480
Cognizant Technology Solutions Corporation -
Class A (a) .................................... 8,000 166,320
CommScope, Inc. (a) ............................... 1,000 11,360
Cree, Inc. (a) .................................... 6,500 152,945
DST Systems, Inc. (a) ............................. 4,000 138,480
Harris Corporation ................................ 6,000 173,640
IAC/InterActiveCorp (a) ........................... 2,100 31,983
Integrated Device Technology, Inc. (a) ............ 10,000 45,500
Jack Henry & Associates, Inc. ..................... 9,000 146,880
Lam Research Corporation (a) ...................... 6,000 136,620
Linear Technology Corporation ..................... 5,000 114,900
Macrovision Solutions Corporation (a) ............. 6,000 106,740
Microchip Technology, Inc. ........................ 5,000 105,950
National Instruments Corporation .................. 8,000 149,200
NetApp, Inc. (a) .................................. 5,000 74,200
Polycom, Inc. (a) ................................. 4,000 61,560
SanDisk Corporation (a) ........................... 5,000 63,250
Sybase, Inc. (a) .................................. 4,000 121,160
17
GOVERNMENT STREET MID-CAP FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
COMMON STOCKS -- 84.1% (CONTINUED) SHARES VALUE
- --------------------------------------------------------------------------------
INFORMATION TECHNOLOGY -- 12.8% (CONTINUED)
Xilinx, Inc. ...................................... 7,000 $ 134,120
Zebra Technologies Corporation - Class A (a) ...... 2,500 47,550
------------
2,754,763
------------
MATERIALS -- 5.8%
Airgas, Inc. ...................................... 4,000 135,240
Albemarle Corporation ............................. 8,000 174,160
Ashland, Inc. ..................................... 3,000 30,990
Cabot Corporation ................................. 4,000 42,040
Clearwater Paper Corporation (a) .................. 1,983 15,923
Eagle Materials, Inc. ............................. 2,500 60,625
Martin Marietta Materials, Inc. ................... 2,500 198,250
Scotts Miracle-Gro Company (The) - Class A ........ 4,000 138,800
Sonoco Products Company ........................... 9,570 200,779
Steel Dynamics, Inc. .............................. 12,000 105,720
Valspar Corporation (The) ......................... 7,000 139,790
------------
1,242,317
------------
TELECOMMUNICATION SERVICES -- 0.1%
Telephone and Data Systems, Inc. .................. 1,000 26,510
------------
UTILITIES -- 6.5%
AGL Resources, Inc. ............................... 8,400 222,852
EQT Corporation ................................... 7,000 219,310
Great Plains Energy, Inc. ......................... 9,050 121,903
MDU Resources Group, Inc. ......................... 8,850 142,839
ONEOK, Inc. ....................................... 5,750 130,123
Pepco Holdings, Inc. .............................. 7,900 98,592
SCANA Corporation ................................. 7,530 232,602
Vectren Corporation ............................... 10,600 223,554
------------
1,391,775
------------
TOTAL COMMON STOCKS (Cost $21,534,849) ............ $ 18,101,619
------------
================================================================================
EXCHANGE-TRADED FUNDS -- 5.3% SHARES VALUE
- --------------------------------------------------------------------------------
iShares S&P MidCap 400 Index Fund ................. 20,000 $ 973,000
PowerShares Dynamic Healthcare Sector Portfolio (a) 10,000 172,500
------------
TOTAL EXCHANGE-TRADED FUNDS (Cost $1,151,127) ..... $ 1,145,500
------------
================================================================================
COMMERCIAL PAPER -- 10.5% PAR VALUE VALUE
- --------------------------------------------------------------------------------
American Express Company, 0.06%, due 04/01/2009 ... $ 601,000 $ 601,000
Intesa Funding LLC, 0.18%, due 04/01/2009 ......... 1,061,000 1,061,000
Societe Generale, 0.10%, due 04/01/2009 ........... 600,000 600,000
------------
TOTAL COMMERCIAL PAPER (Cost $2,262,000) .......... $ 2,262,000
------------
18
GOVERNMENT STREET MID-CAP FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
MONEY MARKET FUNDS -- 0.0% SHARES VALUE
- --------------------------------------------------------------------------------
AIM STIT - STIC Prime Portfolio - Institutional Class,
0.41% (b) (Cost $352) .......................... 352 $ 352
------------
TOTAL INVESTMENTS AT VALUE -- 99.9% (Cost $24,948,328) $ 21,509,471
OTHER ASSETS IN EXCESS OF LIABILITIES -- 0.1% ..... 12,656
------------
NET ASSETS -- 100.0% .............................. $ 21,522,127
============
ADR - American Depositary Receipt.
(a) Non-income producing security.
(b) Variable rate security. The rate shown is the 7-day effective yield as of
March 31, 2009.
See accompanying notes to financial statements.
19
ALABAMA TAX FREE BOND FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2009
==============================================================================================
ALABAMA FIXED RATE REVENUE AND GENERAL
OBLIGATION (GO) BONDS -- 94.2% PAR VALUE VALUE
- ----------------------------------------------------------------------------------------------
Alabama Drinking Water Financing Auth., Rev.,
4.00%, due 08/15/2014 ......................................... $ 250,000 $ 255,568
5.00%, due 08/15/2018 ......................................... 400,000 412,832
Alabama Special Care Facilities Financing Auth., Birmingham, Rev.,
4.50%, due 11/01/2009, ETM .................................... 500,000 506,660
5.375%, due 11/01/2012, ETM ................................... 400,000 401,244
Alabama Special Care Facilities Financing Auth., Mobile,
Hospital Rev.,
4.50%, due 11/01/2010, ETM .................................... 250,000 253,245
Alabama State Federal Highway Financing Auth., Rev.,
5.00%, due 03/01/2016 ......................................... 300,000 319,890
Alabama State, GO,
5.00%, due 06/01/2012 ......................................... 250,000 259,778
5.00%, due 09/01/2015 ......................................... 300,000 316,320
5.00%, due 09/01/2016 ......................................... 300,000 316,320
5.00%, due 09/01/2017 ......................................... 300,000 330,714
Alabama State Parks System Improvement Corporation, GO,
5.50%, due 06/01/2010 ......................................... 200,000 211,190
Alabama State Public School & College Auth.,
Capital Improvements, Rev.,
5.00%, due 02/01/2010 ......................................... 300,000 310,833
5.00%, due 11/01/2012 ......................................... 475,000 483,488
5.125%, due 11/01/2013 ........................................ 600,000 610,782
5.125%, due 11/01/2015 ........................................ 525,000 534,435
Alabama State Public School & College Auth., Rev.,
5.00%, due 05/01/2010 ......................................... 355,000 371,365
Alabama Water Pollution Control Auth., Rev.,
5.00%, due 08/15/2010 ......................................... 500,000 516,910
5.375%, due 08/15/2014 ........................................ 225,000 239,483
Anniston, AL, Waterworks & Sewer Board, Rev.,
4.00%, due 06/01/2015 ......................................... 400,000 404,796
Athens, AL, Electric Rev., Warrants,
3.00%, due 06/01/2011 ......................................... 500,000 510,105
Athens, AL, School Warrants,
5.05%, due 08/01/2015 ......................................... 335,000 339,268
Auburn, AL, GO, Warrants,
4.25%, due 08/01/2009 ......................................... 285,000 288,437
5.00%, due 08/01/2012 ......................................... 225,000 248,618
Auburn, AL, Waterworks Board, Rev.,
5.00%, due 07/01/2015 ......................................... 335,000 358,239
Auburn University, AL, General Fee Rev.,
4.45%, due 06/01/2011 ......................................... 400,000 402,016
5.25%, due 06/01/2015 ......................................... 400,000 429,132
Baldwin Co., AL, Board of Education, Rev., Warrants,
5.20%, due 06/01/2009 ......................................... 200,000 200,746
5.00%, due 06/01/2010 ......................................... 300,000 311,679
Baldwin Co., AL, GO, Warrants,
5.00%, due 02/01/2015 ......................................... 200,000 219,384
Baldwin Co., AL, Series A, GO, Warrants,
5.00%, due 02/01/2017 ......................................... 320,000 356,822
20
ALABAMA TAX FREE BOND FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
===============================================================================================
ALABAMA FIXED RATE REVENUE AND GENERAL
OBLIGATION (GO) BONDS -- 94.2% (CONTINUED) PAR VALUE VALUE
- -----------------------------------------------------------------------------------------------
Birmingham, AL, Special Care Facilities Financing Auth., Rev.,
3.70%, due 06/01/2009 ......................................... $ 300,000 $ 300,072
Decatur, AL, GO, Warrants,
5.00%, due 06/01/2009 ......................................... 300,000 301,008
Decatur, AL, Water Rev.,
5.00%, due 05/01/2014 ......................................... 100,000 101,257
Dothan, AL, GO,
5.50%, due 09/01/2014 ......................................... 500,000 515,615
Fairhope, AL, Warrants,
5.10%, due 06/01/2014 ......................................... 295,000 302,537
Florence, AL, School Warrants,
4.65%, due 12/01/2012 ......................................... 200,000 204,510
Foley, AL, Utilities Board, Utilities Rev.,
4.50%, due 11/01/2019 ......................................... 250,000 255,928
Homewood, AL, GO, Warrants,
5.00%, due 09/01/2014 ......................................... 500,000 551,965
5.00%, due 09/01/2015 ......................................... 250,000 280,470
Hoover, AL, Special Tax, Warrants,
5.00%, due 02/15/2015 ......................................... 370,000 394,231
Houston Co., AL, GO,
5.60%, due 10/15/2014 ......................................... 300,000 314,106
Huntsville, AL, Capital Improvements, GO,
3.25%, due 11/01/2010 ......................................... 100,000 103,461
Huntsville, AL, Capital Improvements, Series C, GO, Warrants,
5.00%, due 11/01/2017 ......................................... 300,000 325,266
Huntsville, AL, Electric Systems, Rev.,
4.00%, due 12/01/2013 ......................................... 300,000 323,445
Huntsville, AL, GO,
5.50%, due 08/01/2009 ......................................... 400,000 406,552
5.00%, due 08/01/2011 ......................................... 500,000 543,015
5.25%, due 11/01/2012 ......................................... 250,000 252,665
5.125%, due 05/01/2020 ........................................ 300,000 322,176
Jefferson Co., AL, Sewer Rev.,
5.00%, due 02/01/2041, Prerefunded 02/01/2011 @ 101 ........... 225,000 238,721
Madison, AL, Warrants,
4.40%, due 02/01/2011 ......................................... 200,000 202,538
4.85%, due 02/01/2013 ......................................... 400,000 405,048
Madison Co., AL, Board of Education,
Capital Outlay Tax Antic. Warrants,
5.20%, due 03/01/2011 ......................................... 400,000 416,680
5.20%, due 03/01/2014 ......................................... 250,000 259,690
Mobile, AL, GO,
4.50%, due 08/01/2013 ......................................... 100,000 109,567
4.75%, due 02/15/2014 ......................................... 400,000 422,924
5.20%, due 08/15/2018 ......................................... 500,000 538,725
Mobile, AL, Water & Sewer, Rev.,
5.25%, due 01/01/2012 ......................................... 205,000 220,678
5.25%, due 01/01/2014 ......................................... 300,000 315,969
5.25%, due 01/01/2020 ......................................... 400,000 413,588
Montgomery, AL, GO,
5.00%, due 11/01/2015 ......................................... 300,000 317,724
21
ALABAMA TAX FREE BOND FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
==============================================================================================
ALABAMA FIXED RATE REVENUE AND GENERAL
OBLIGATION (GO) BONDS -- 94.2% (CONTINUED) PAR VALUE VALUE
- ----------------------------------------------------------------------------------------------
Montgomery, AL, Waterworks & Sanitation, Rev.,
5.25%, due 09/01/2011 ......................................... $ 350,000 $ 381,469
Mountain Brook, AL, City Board of Education,
Capital Outlay Warrants,
4.80%, due 02/15/2011 ......................................... 405,000 406,017
Opelika, AL, GO,
4.00%, due 03/01/2010 ........................................ 210,000 215,424
Scottsboro, AL, Waterworks Sewer & Gas Board, Rev.,
4.35%, due 08/01/2011 ........................................ 200,000 201,290
Shelby Co., AL, Board of Education, Rev. Warrants,
4.80%, due 02/01/2011 ......................................... 500,000 506,275
St. Clair Co., AL, GO,
4.00%, due 08/01/2013 ......................................... 145,000 156,501
4.00%, due 08/01/2014 ......................................... 205,000 220,779
Trussville, AL, Warrants,
4.30%, due 10/01/2010 ......................................... 400,000 419,480
Tuscaloosa, AL, Board of Education, Special Tax Warrants,
4.85%, due 02/15/2013 ......................................... 300,000 300,714
Tuscaloosa, AL, GO, Warrants,
4.30%, due 10/01/2009 ......................................... 425,000 433,228
4.25%, due 02/15/2011 ......................................... 145,000 152,913
5.45%, due 01/01/2014 ......................................... 500,000 523,210
5.55%, due 01/01/2015, Prerefunded 01/01/2010 @ 101 ........... 400,000 418,864
Tuscaloosa, AL, Public Building Auth., Student Housing Rev.,
4.00%, due 07/01/2013 ......................................... 350,000 367,066
University of Alabama, AL, Birmingham, Series A, Hospital Rev.,
5.00%, due 09/01/2011 ......................................... 100,000 105,471
University of Alabama, AL, General Fee Rev.,
4.10%, due 12/01/2013 ......................................... 240,000 252,278
University of Alabama, AL, Series A, Rev.,
4.00%, due 10/01/2010 ......................................... 375,000 391,939
5.00%, due 07/01/2017 ......................................... 245,000 278,932
Vestavia Hills, AL, Warrants,
5.00%, due 02/01/2012 ......................................... 565,000 609,844
------------
TOTAL ALABAMA FIXED RATE REVENUE AND GENERAL
OBLIGATION (GO) BONDS (Cost $26,011,310) ...................... $ 26,722,124
------------
================================================================================
MONEY MARKET FUNDS -- 5.6% SHARES VALUE
- --------------------------------------------------------------------------------
Alpine Municipal Money Market Fund - Class I, 1.01% (a)
(Cost $1,590,966) .............................. 1,590,966 $ 1,590,966
------------
TOTAL INVESTMENTS AT VALUE -- 99.8% (Cost $27,602,276) $ 28,313,090
OTHER ASSETS IN EXCESS OF LIABILITIES -- 0.2% ..... 44,448
------------
NET ASSETS -- 100.0% .............................. $ 28,357,538
============
ETM - Escrowed to Maturity.
(a) Variable rate security. The rate shown is the 7-day effective yield as of
March 31, 2009.
See accompanying notes to financial statements.
22
THE GOVERNMENT STREET FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
MARCH 31, 2009
==========================================================================================
GOVERNMENT GOVERNMENT ALABAMA
STREET STREET TAX FREE
EQUITY MID-CAP BOND
FUND FUND FUND
- ------------------------------------------------------------------------------------------
ASSETS
Investments in securities:
At acquisition cost .................... $ 37,380,231 $ 24,948,328 $ 27,602,276
============ ============ ============
At value (Note 1) ...................... $ 37,607,728 $ 21,509,471 $ 28,313,090
Dividends and interest receivable ......... 74,630 23,208 304,386
Receivable for investment securities sold . 677,739 -- --
Receivable for capital shares sold ........ 150 100 --
Other assets .............................. 6,539 5,064 4,638
------------ ------------ ------------
TOTAL ASSETS ........................... 38,366,786 21,537,843 28,622,114
------------ ------------ ------------
LIABILITIES
Distributions payable ..................... 3,148 -- 25,424
Payable for investment securities purchased 519,653 -- 219,854
Payable for capital shares redeemed ....... 159,456 -- 5,919
Accrued investment advisory fees (Note 3) . 18,384 5,926 3,909
Accrued administration fees (Note 3).. .... 4,600 4,000 3,500
Accrued compliance fees (Note 3) .......... 515 515 515
Other accrued expenses .................... 4,657 5,275 5,455
------------ ------------ ------------
TOTAL LIABILITIES ...................... 710,413 15,716 264,576
------------ ------------ ------------
NET ASSETS ................................ $ 37,656,373 $ 21,522,127 $ 28,357,538
============ ============ ============
Net assets consist of:
Paid-in capital ........................... $ 37,601,232 $ 25,624,431 $ 27,690,019
Accumulated undistributed
net investment income .................. 1,012 -- 17,525
Accumulated net realized losses
from security transactions ............. (173,368) (663,447) (60,820)
Net unrealized appreciation (depreciation)
on investments ......................... 227,497 (3,438,857) 710,814
------------ ------------ ------------
Net assets ................................ $ 37,656,373 $ 21,522,127 $ 28,357,538
============ ============ ============
Shares of beneficial interest outstanding
(unlimited number of shares authorized,
no par value) .......................... 1,409,255 2,544,604 2,689,196
============ ============ ============
Net asset value, offering price and
redemption price per share (Note 1). ... $ 26.72 $ 8.46 $ 10.54
============ ============ ============
See accompanying notes to financial statements.
23
THE GOVERNMENT STREET FUNDS
STATEMENTS OF OPERATIONS
YEAR ENDED MARCH 31, 2009
========================================================================================
GOVERNMENT GOVERNMENT ALABAMA
STREET STREET TAX FREE
EQUITY MID-CAP BOND
FUND FUND FUND
- ----------------------------------------------------------------------------------------
INVESTMENT INCOME
Interest ............................. $ 18,879 $ 24,991 $ 1,064,533
Dividends ............................ 1,279,030 407,198 20,756
Foreign withholding taxes on dividends (2,179) (932) --
------------ ------------ ------------
TOTAL INVESTMENT INCOME ........... 1,295,730 431,257 1,085,289
------------ ------------ ------------
EXPENSES
Investment advisory fees (Note 3) .... 326,223 205,239 94,477
Administration fees (Note 3) ......... 72,445 48,176 42,000
Professional fees .................... 23,798 20,726 19,315
Trustees' fees and expenses .......... 15,184 15,184 15,184
Custodian and bank service fees ...... 11,654 12,008 5,259
Compliance fees and expenses (Note 3) 6,766 6,451 6,430
Pricing costs ........................ 2,259 3,792 12,167
Postage and supplies ................. 7,148 4,717 4,712
Account maintenance fees ............. 6,914 6,440 1,216
Registration fees .................... 4,652 3,731 2,838
Printing of shareholder reports ...... 5,666 2,886 2,629
Insurance expense .................... 5,289 2,810 2,445
Other expenses ....................... 6,748 5,514 5,127
------------ ------------ ------------
TOTAL EXPENSES .................... 494,746 337,674 213,799
Fees voluntarily waived by
the Adviser (Note 3) .............. -- (36,520) (38,341)
------------ ------------ ------------
NET EXPENSES ...................... 494,746 301,154 175,458
------------ ------------ ------------
NET INVESTMENT INCOME ................... 800,984 130,103 909,831
------------ ------------ ------------
REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gains (losses) from
security transactions ............. (173,368) (663,447) 5,706
Net realized gains from in-kind
redemptions (Note 1) .............. 1,939,512 446,671 --
Net change in unrealized appreciation
(depreciation) on investments ..... (28,078,838) (9,436,552) 110,981
------------ ------------ ------------
NET REALIZED AND UNREALIZED
GAINS (LOSSES) ON INVESTMENTS ........ (26,312,694) (9,653,328) 116,687
------------ ------------ ------------
NET INCREASE (DECREASE) IN
NET ASSETS FROM OPERATIONS ........... $(25,511,710) $ (9,523,225) $ 1,026,518
============ ============ ============
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,
2009 2008 2009 2008
- ---------------------------------------------------------------------------------------------------------
FROM OPERATIONS
Net investment income ................. $ 800,984 $ 906,424 $ 130,103 $ 86,354
Net realized gains (losses) from
security transactions .............. (173,368) 1,965,343 (663,447) 756,786
Net realized gains from in-kind
redemptions (Note 1) ............... 1,939,512 10,223,336 446,671 369,183
Net change in unrealized appreciation
(depreciation) on investments ...... (28,078,838) (14,723,170) (9,436,552) (2,471,103)
------------ ------------ ------------ ------------
Net decrease in net assets from operations (25,511,710) (1,628,067) (9,523,225) (1,258,780)
------------ ------------ ------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income ............ (753,088) (906,812) (141,611) (131,638)
In excess of net investment income .... -- -- (2,489) --
From realized capital gains
on security transactions ........... -- (2,019,387) (7,284) (749,760)
Return of capital ..................... -- (265,270) -- --
------------ ------------ ------------ ------------
Decrease in net assets from
distributions to shareholders ......... (753,088) (3,191,469) (151,384) (881,398)
------------ ------------ ------------ ------------
FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ............. 2,476,764 1,964,944 1,776,042 1,588,631
Net asset value of shares issued in
reinvestment of distributions
to shareholders .................... 719,467 3,075,937 141,942 859,223
Payments for shares redeemed. ......... (6,541,942) (20,710,964) (2,144,940) (2,844,837)
------------ ------------ ------------ ------------
Net decrease in net assets from
capital share transactions ............ (3,345,711) (15,670,083) (226,956) (396,983)
------------ ------------ ------------ ------------
TOTAL DECREASE IN NET ASSETS .. .......... (29,610,509) (20,489,619) (9,901,565) (2,537,161)
NET ASSETS
Beginning of year ..................... 67,266,882 87,756,501 31,423,692 33,960,853
------------ ------------ ------------ ------------
End of year ........................... $ 37,656,373 $ 67,266,882 $ 21,522,127 $ 31,423,692
============ ============ ============ ============
ACCUMULATED UNDISTRIBUTED
NET INVESTMENT INCOME ................. $ 1,012 $ -- $ -- $ 11,508
============ ============ ============ ============
CAPITAL SHARE ACTIVITY
Sold .................................. 68,142 40,023 174,611 119,232
Reinvested ............................ 20,123 62,867 15,726 64,918
Redeemed .............................. (181,776) (414,553) (205,129) (210,523)
------------ ------------ ------------ ------------
Net decrease in shares outstanding .... (93,511) (311,663) (14,792) (26,373)
Shares outstanding, beginning of year . 1,502,766 1,814,429 2,559,396 2,585,769
------------ ------------ ------------ ------------
Shares outstanding, end of year ....... 1,409,255 1,502,766 2,544,604 2,559,396
============ ============ ============ ============
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,
2009 2008
- ----------------------------------------------------------------------------------------
FROM OPERATIONS
Net investment income ................................ $ 909,831 $ 872,561
Net realized gains from security transactions ........ 5,706 16,614
Net change in unrealized appreciation
(depreciation) on investments ...................... 110,981 265,263
------------ ------------
Net increase in net assets from operations .............. 1,026,518 1,154,438
------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income ........................... (906,325) (869,547)
From realized capital gains on security transactions . (205) (15,917)
------------ ------------
Decrease in net assets from distributions to shareholders (906,530) (885,464)
------------ ------------
FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ............................ 3,972,100 1,373,954
Net asset value of shares issued in reinvestment
of distributions to shareholders ................... 576,864 559,466
Payments for shares redeemed ......................... (1,737,811) (2,744,430)
------------ ------------
Net increase (decrease) in net assets from
capital share transactions ........................... 2,811,153 (811,010)
------------ ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS ................. 2,931,141 (542,036)
NET ASSETS
Beginning of year .................................... 25,426,397 25,968,433
------------ ------------
End of year .......................................... $ 28,357,538 $ 25,426,397
============ ============
ACCUMULATED UNDISTRIBUTED
NET INVESTMENT INCOME ................................ $ 17,525 $ 15,016
============ ============
CAPITAL SHARE ACTIVITY
Sold ................................................. 378,942 131,729
Reinvested ........................................... 55,131 53,777
Redeemed ............................................. (166,312) (264,214)
------------ ------------
Net increase (decrease) in shares outstanding ........ 267,761 (78,708)
Shares outstanding, beginning of year ................ 2,421,435 2,500,143
------------ ------------
Shares outstanding, end of year ...................... 2,689,196 2,421,435
============ ============
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,
----------------------------------------------------------------------
2009 2008 2007 2006 2005
- --------------------------------------------------------------------------------------------------------------------
Net asset value at beginning of year .... $ 44.76 $ 48.37 $ 52.42 $ 47.11 $ 46.10
---------- ---------- ---------- ---------- ----------
Income (loss) from investment operations:
Net investment income ................ 0.55 0.57 0.48 0.50 0.50
Net realized and unrealized
gains (losses) on investments ..... (18.07) (2.12) 2.90 5.31 1.01
---------- ---------- ---------- ---------- ----------
Total from investment operations ........ (17.52) (1.55) 3.38 5.81 1.51
---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net
investment income ................. (0.52) (0.57) (0.48) (0.50) (0.50)
Distributions from
net realized gains ................ -- (1.31) (6.95) -- --
Return of capital .................... -- (0.18) -- -- --
---------- ---------- ---------- ---------- ----------
Total distributions ..................... (0.52) (2.06) (7.43) (0.50) (0.50)
---------- ---------- ---------- ---------- ----------
Net asset value at end of year .......... $ 26.72 $ 44.76 $ 48.37 $ 52.42 $ 47.11
========== ========== ========== ========== ==========
Total return (a) ........................ (39.43%) (3.51%) 7.04% 12.39% 3.27%
========== ========== ========== ========== ==========
Net assets at end of year (000's) ....... $ 37,656 $ 67,267 $ 87,757 $ 107,243 $ 132,922
========== ========== ========== ========== ==========
Ratio of expenses to
average net assets ................... 0.91% 0.84% 0.84% 0.78% 0.76%
Ratio of net investment income
to average net assets ................ 1.47% 1.12% 0.96% 0.95% 1.08%
Portfolio turnover rate ................. 35% 12% 15% 17% 13%
(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 YEAR
- --------------------------------------------------------------------------------------------------------------------
YEARS ENDED MARCH 31,
----------------------------------------------------------------------
2009 2008 2007 2006 2005
- --------------------------------------------------------------------------------------------------------------------
Net asset value at beginning of year .... $ 12.28 $ 13.13 $ 13.71 $ 11.30 $ 10.33
---------- ---------- ---------- ---------- ----------
Income (loss) from investment operations:
Net investment income ................ 0.05 0.03 0.04 0.05 0.01
Net realized and unrealized
gains (losses) on investments ..... (3.82) (0.53) 0.45 2.38 0.97
---------- ---------- ---------- ---------- ----------
Total from investment operations ........ (3.77) (0.50) 0.49 2.43 0.98
---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net
investment income ................. (0.05) (0.05) (0.05) (0.02) (0.01)
In excess of net investment income ... (0.00)(a) -- -- -- --
Distributions from
net realized gains ................ (0.00)(a) (0.30) (1.02) -- (0.00)(a)
---------- ---------- ---------- ---------- ----------
Total distributions ..................... (0.05) (0.35) (1.07) (0.02) (0.01)
---------- ---------- ---------- ---------- ----------
Net asset value at end of year .......... $ 8.46 $ 12.28 $ 13.13 $ 13.71 $ 11.30
========== ========== ========== ========== ==========
Total return (b) ........................ (30.65%) (3.99%) 3.83% 21.51% 9.47%
========== ========== ========== ========== ==========
Net assets at end of year (000's) ....... $ 21,522 $ 31,424 $ 33,961 $ 37,619 $ 32,025
========== ========== ========== ========== ==========
Ratio of net expenses to
average net assets (c) ............... 1.10% 1.10% 1.10% 1.10% 1.10%
Ratio of net investment income
to average net assets ................ 0.47% 0.25% 0.26% 0.37% 0.14%
Portfolio turnover rate ................. 14% 11% 11% 28% 6%
(a) Amount rounds to less than $0.01 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.
(c) Absent investment advisory fees voluntarily waived by the Adviser, the
ratio of expenses to average net assets would have been 1.23%, 1.12%,
1.12%, 1.11% and 1.23% for the years ended March 31, 2009, 2008, 2007,
2006 and 2005, respectively (Note 3).
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,
----------------------------------------------------------------------
2009 2008 2007 2006 2005
- --------------------------------------------------------------------------------------------------------------------
Net asset value at beginning of year .... $ 10.50 $ 10.39 $ 10.40 $ 10.55 $ 10.90
---------- ---------- ---------- ---------- ----------
Income (loss) from investment operations:
Net investment income ................ 0.35 0.36 0.36 0.34 0.35
Net realized and unrealized
gains (losses) on investments ..... 0.04 0.12 (0.01) (0.15) (0.36)
---------- ---------- ---------- ---------- ----------
Total from investment operations ........ 0.39 0.48 0.35 0.19 (0.01)
---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net
investment income ................. (0.35) (0.36) (0.36) (0.34) (0.34)
Distributions from
net realized gains ................ (0.00)(c) (0.01) -- -- --
---------- ---------- ---------- ---------- ----------
Total distributions ..................... (0.35) (0.37) (0.36) (0.34) (0.34)
---------- ---------- ---------- ---------- ----------
Net asset value at end of year .......... $ 10.54 $ 10.50 $ 10.39 $ 10.40 $ 10.55
========== ========== ========== ========== ==========
Total return (a) ........................ 3.80% 4.66% 3.38% 1.80% (0.06%)
========== ========== ========== ========== ==========
Net assets at end of year (000's) ....... $ 28,358 $ 25,426 $ 25,968 $ 26,182 $ 34,525
========== ========== ========== ========== ==========
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 ................ 3.36% 3.46% 3.44% 3.25% 3.21%
Portfolio turnover rate ................. 8% 6% 15% 5% 4%
(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 0.79%, 0.78%,
0.76%, 0.73% and 0.69% for the years ended March 31, 2009, 2008, 2007,
2006 and 2005, respectively (Note 3).
(c) Amount rounds to less than $0.01 per share.
See accompanying notes to financial statements.
29
THE GOVERNMENT STREET FUNDS
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009
================================================================================
1. ORGANIZATION AND 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"), an open-end management investment
company registered under the Investment Company Act of 1940. The Trust was
organized as a Massachusetts business trust on July 18, 1988. Other series of
this Trust are not incorporated in this report.
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 primarily in common stocks.
The Government Street Mid-Cap Fund's investment objective is to seek capital
appreciation by investing primarily 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) may be 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 procedures established by and under the general
supervision of 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.
30
THE GOVERNMENT STREET FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
The Financial Accounting Standards Board's ("FASB") Statement on Financial
Accounting Standards No. 157 "Fair Value Measurements" establishes a single
authoritative definition of fair value, sets out a framework for measuring fair
value and requires additional disclosures about fair value measurements.
Various inputs are used in determining the value of each of the Fund's
investments. These inputs are summarized in the three broad levels listed below:
o Level 1 - quoted prices in active markets for identical securities
o Level 2 - other significant observable inputs
o Level 3 - significant unobservable inputs
The inputs or methodology used for valuing securities are not necessarily an
indication of the risk associated with investing in those securities.
The following is a summary of the inputs used to value each Fund's investments
as of March 31, 2009:
- -------------------------------------------------------------------------------------------
THE THE THE
GOVERNMENT GOVERNMENT ALABAMA
STREET EQUITY STREET MID-CAP TAX FREE BOND
VALUATION INPUTS FUND FUND FUND
- -------------------------------------------------------------------------------------------
Level 1 - Quoted prices ..................... $ 36,620,728 $ 19,247,471 $ 1,590,966
Level 2 - Other significant observable inputs 987,000 2,262,000 26,722,124
Level 3 - Significant unobservable inputs ... -- -- --
------------ ------------ ------------
Total ....................................... $ 37,607,728 $ 21,509,471 $ 28,313,090
============ ============ ============
- -------------------------------------------------------------------------------------------
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 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 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.
If the seller defaults, the fair value of the collateral may decline and
realization of the collateral by the Funds may be delayed or limited.
31
THE GOVERNMENT STREET FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
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, 2009 and March 31, 2008 is as follows:
- ---------------------------------------------------------------------------------------------------
YEARS ORDINARY EXEMPT-INTEREST LONG-TERM RETURN OF TOTAL
ENDED INCOME DIVIDENDS GAINS CAPITAL DISTRIBUTIONS
- ---------------------------------------------------------------------------------------------------
Government Street 3/31/09 $ 753,088 $ -- $ -- $ -- $ 753,088
Equity Fund 3/31/08 $1,059,790 $ -- $1,866,409 $ 265,270 $3,191,469
- ---------------------------------------------------------------------------------------------------
Government Street 3/31/09 $ 144,299 $ -- $ 7,085 $ -- $ 151,384
Mid-Cap Fund 3/31/08 $ 150,519 $ -- $ 730,879 $ -- $ 881,398
- ---------------------------------------------------------------------------------------------------
Alabama Tax Free 3/31/09 $ -- $ 906,325 $ 205 $ -- $ 906,530
Bond Fund 3/31/08 $ -- $ 869,547 $ 15,917 $ -- $ 885,464
- ---------------------------------------------------------------------------------------------------
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.
32
THE GOVERNMENT STREET FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
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, 2009:
- --------------------------------------------------------------------------------------------
GOVERNMENT GOVERNMENT ALABAMA
STREET STREET TAX FREE
EQUITY MID-CAP BOND
FUND FUND FUND
- --------------------------------------------------------------------------------------------
Cost of portfolio investments ............ $ 37,380,231 $ 24,948,328 $ 27,652,478
============ ============ ============
Gross unrealized appreciation ............ $ 8,772,207 $ 2,198,358 $ 692,977
Gross unrealized depreciation ............ (8,544,710) (5,637,215) (32,365)
------------ ------------ ------------
Net unrealized appreciation (depreciation) 227,497 (3,438,857) 660,612
Undistributed ordinary income ............ 4,160 -- 4,703
Undistributed long-term gains ............ -- -- 1,999
Undistributed tax exempt income .......... -- -- 25,629
Capital loss carryforwards ............... (71,454) (223,256) --
Post-October losses ...................... (101,914) (440,191) --
Other temporary differences .............. (3,148) -- (25,424)
------------ ------------ ------------
Accumulated earnings (deficit) ........... $ 55,141 $ (4,102,304) $ 667,519
============ ============ ============
- --------------------------------------------------------------------------------------------
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.
As of March 31, 2009, The Government Street Equity Fund and The Government
Street Mid-Cap Fund had capital loss carryforwards for federal income tax
purposes of $71,454 and $223,256, respectively, which expire on March 31, 2017.
In addition, The Government Street Equity Fund and The Government Street Mid-Cap
Fund had net realized capital losses of $101,914 and $440,191, respectively,
during the period November 1, 2008 through March 31, 2009, which are treated for
federal income tax purposes as arising during each Fund's tax year ending March
31, 2010. These capital loss carryforwards and "post-October" losses may be
utilized in future years to offset net realized capital gains, if any, prior to
distribution to shareholders.
During the year ended March 31, 2009, The Government Street Mid-Cap Fund
reclassified distributions in excess of net investment income of $2,489 against
paid-in-capital on the Statements of Assets and Liabilities. Such
reclassification, the result of permanent differences between the financial
statement and income tax reporting requirements, had no effect on the Fund's net
assets or net asset value per share.
33
THE GOVERNMENT STREET FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
During the year ended March 31, 2009, The Government Street Equity Fund and The
Government Street Mid-Cap Fund realized $1,939,512 and $446,671, 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, 2009, The Alabama Tax Free Bond Fund reclassified
$997 of undistributed net investment income against accumulated net realized
losses on the Statements 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. Such
reclassification had no effect on the Fund's net assets or net asset value per
share.
FASB's Interpretation No. 48 ("FIN 48") "Accounting for Uncertainty in Income
Taxes" 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. As required by FIN 48, management has analyzed the
Funds' tax positions taken on Federal income tax returns for all open tax years
(tax years ended March 31, 2006 through March 31, 2009) and has concluded that
no provision for income tax is required in these financial statements.
2. INVESTMENT TRANSACTIONS
During the year ended March 31, 2009, cost of purchases and proceeds from sales
and maturities of investment securities, other than short-term investments and
U.S. government securities, totaled $18,678,260 and $21,667,656, respectively,
for The Government Street Equity Fund; $3,878,008 and $3,494,864, respectively,
for The Government Street Mid-Cap Fund; and $4,334,329 and $2,141,250,
respectively, for The Alabama Tax Free Bond Fund.
3. TRANSACTIONS WITH AFFILIATES
INVESTMENT ADVISORY AGREEMENT
The Funds' investments are managed by Leavell Investment Management, 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
34
THE GOVERNMENT STREET FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
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.
During the year ended March 31, 2009, 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 average daily net
assets. Accordingly, the Adviser voluntarily waived $36,520 and $38,341,
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, 2009.
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 each Fund at an annual rate of .15% of its Fund's average daily net assets
up to $25 million; .125% of the next $25 million of such assets; and .10% of
such assets in excess of $50 million. The minimum monthly fee payable to Ultimus
is $4,000 with respect to The Government Street Equity Fund and The Government
Street Mid-Cap Fund and $3,500 with respect to The Alabama Tax Free Bond Fund.
In addition, each Fund pays out-of-pocket expenses including, but not limited
to, postage, supplies and costs of pricing 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. In addition, the Funds reimburse Ultimus for reasonable
out-of-pocket expenses, if any, incurred in connection with these services.
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.
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, 2009, 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, 2009, 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, 2009, 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 21, 2009
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. These ongoing costs, 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, 2008) shown and held for the entire
period (March 31, 2009).
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
October 1, 2008 March 31, 2009 During Period*
- -----------------------------------------------------------------------------------
THE GOVERNMENT STREET EQUITY FUND
- -----------------------------------------------------------------------------------
Based on Actual Fund Return $ 1,000.00 $ 670.10 $ 4.08
Based on Hypothetical 5% Return
(before expenses) $ 1,000.00 $ 1,020.04 $ 4.94
- -----------------------------------------------------------------------------------
THE GOVERNMENT STREET MID-CAP FUND
- -----------------------------------------------------------------------------------
Based on Actual Fund Return $ 1,000.00 $ 732.20 $ 4.75
Based on Hypothetical 5% Return
(before expenses) $ 1,000.00 $ 1,019.45 $ 5.54
- -----------------------------------------------------------------------------------
THE ALABAMA TAX FREE BOND FUND
- -----------------------------------------------------------------------------------
Based on Actual Fund Return $ 1,000.00 $ 1,036.40 $ 3.30
Based on Hypothetical 5% Return
(before expenses) $ 1,000.00 $ 1,021.69 $ 3.28
- -----------------------------------------------------------------------------------
* 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 182/365 (to reflect the one-half year period).
The Government Street Equity Fund 0.98%
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, 72 Chairman and Since
Manakin-Sabot, VA Trustee June 1991
- ------------------------------------------------------------------------------------------------------------------------
* Austin Brockenbrough III 1802 Bayberry Court, 72 Trustee Since
Suite 400 September 1988
Richmond, VA
- ------------------------------------------------------------------------------------------------------------------------
* John T. Bruce 800 Main Street 55 Trustee Since
Lynchburg, VA September 1988
- ------------------------------------------------------------------------------------------------------------------------
Robert S. Harris 100 Darden Boulevard 59 Trustee Since
Charlottesville, VA January 2007
- ------------------------------------------------------------------------------------------------------------------------
J. Finley Lee, Jr. 4488 Pond Apple 69 Trustee Since
Drive North September 1988
Naples, FL
- ------------------------------------------------------------------------------------------------------------------------
Richard L. Morrill University of Richmond 69 Trustee Since
Richmond, VA March 1993
- ------------------------------------------------------------------------------------------------------------------------
Harris V. Morrissette 100 Jacintoport Boulevard 49 Trustee Since
Saraland, AL March 1993
- ------------------------------------------------------------------------------------------------------------------------
Samuel B. Witt III 302 Clovelly Road 73 Trustee Since
Richmond, VA November 1988
- ------------------------------------------------------------------------------------------------------------------------
Thomas W. Leavell P.O. Box 1307 65 President Since
Mobile, AL February 2004
- ------------------------------------------------------------------------------------------------------------------------
Mary Shannon Hope P.O. Box 1307 45 Vice President Since
Mobile, AL August 2008
- ------------------------------------------------------------------------------------------------------------------------
Timothy S. Healey 600 Luckie Drive 56 Vice President of The Government Since
Suite 305 Street Mid-Cap Fund and January 1995
Birmingham, AL The Alabama Tax Free Bond Fund
- ------------------------------------------------------------------------------------------------------------------------
Robert G. Dorsey 225 Pictoria Drive 52 Vice President Since
Suite 450 November 2000
Cincinnati, OH
- ------------------------------------------------------------------------------------------------------------------------
Mark J. Seger 225 Pictoria Drive 47 Treasurer Since
Suite 450 November 2000
Cincinnati, OH
- ------------------------------------------------------------------------------------------------------------------------
John F. Splain 225 Pictoria Drive 52 Secretary Since
Suite 450 November 2000
Cincinnati, OH
- ------------------------------------------------------------------------------------------------------------------------
Tina H. Bloom 225 Pictoria Drive 40 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 ten 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 President of China Doll Rice and Beans Inc. and Dixie
Lily Foods. He is a member of the Board of Directors of BancTrust Financial
Group, Inc. (a bank holding company). In addition, he is Chairman of Azalea
Aviation, Inc. (an airplane fueling company).
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)
================================================================================
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, 2009. 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
Government Street Equity Fund and The Government Street Mid-Cap Fund intend to
designate up to a maximum amount of $800,984 and $144,299, respectively, as
taxed at a maximum rate of 15%. Additionally, The Government Street Mid-Cap Fund
and The Alabama Tax Free Bond Fund intend to designate $7,085 and $205,
respectively, as long-term gain distributions. For the fiscal year ended March
31, 2009, 100% of the dividends paid from ordinary income by The Government
Street Equity Fund and The Government Street Mid-Cap Fund qualified for the
dividends received deduction for corporations.
As required by federal regulations, complete information will be computed and
reported in conjunction with your 2009 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 10, 2009, 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 accounting firm 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 Adviser's
representations that all of the Funds' portfolio trades were
43
THE GOVERNMENT STREET FUNDS
DISCLOSURE REGARDING APPROVAL OF
INVESTMENT ADVISORY AGREEMENTS
(UNAUDITED) (CONTINUED)
================================================================================
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 2008 performance of each of the Funds, which exceeded the
returns of their respective Lipper category average, as well as the longer term
performance of the Funds, LIM has provided quality management services to the
Funds; (ii) the performance of The Government Street Mid-Cap Fund has been
extremely good, as the Fund outperformed both the S&P MidCap 400 Index and the
average of its Lipper category for the 1 year, 3 years and 5 years ended
December 31, 2008 and for the period since the Fund's inception; (iii) the
performance of The Alabama Tax Free Bond Fund has also been extremely good, as
the Fund's returns for 1 year, 3 years, 5 years and 10 years ranked within the
1st percentile of comparably managed funds according to Morningstar, Inc. and
the Fund maintained a 4-star Morningstar rating overall and a 5-star Morningstar
rating for 3 years as of December 31, 2008; (iv) 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; (v) 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 (vi) 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
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================================================================================
THE GOVERNMENT STREET FUNDS
-----------------------------------
No Load Mutual Funds
INVESTMENT ADVISER
Leavell Investment Management, Inc.
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
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
Michael J. Hofto,
The Government Street Mid-Cap Fund
================================================================================
================================================================================
THE
JAMESTOWN
FUNDS
NO-LOAD FUNDS
THE JAMESTOWN BALANCED FUND
THE JAMESTOWN EQUITY FUND
THE JAMESTOWN SELECT FUND
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
ANNUAL REPORT
MARCH 31, 2009
Investment Adviser
LOWE, BROCKENBROUGH & COMPANY, INC.
RICHMOND, VIRGINIA
================================================================================
LETTER TO SHAREHOLDERS MAY 12, 2009
================================================================================
THE JAMESTOWN BALANCED FUND
For the fiscal year ended March 31, 2009, The Jamestown Balanced Fund returned
- -20.75% versus returns of -38.09% for the S&P 500 Index and -23.43% for a blend
of 60% S&P 500 Index and 40% Barclays Capital U.S. Intermediate
Government/Credit Index (the "Barclay's Index"). During the previous twelve
months, major global markets continued to shudder from the effects of credit
deleveraging, threats of major bankruptcies and structural financial
uncertainties. Towards the close of the fiscal year, scattered rays of hope were
emerging, as several large financial institutions reported improved business
conditions in January and February, and some economic series provided slightly
more encouraging data points. Only the passage of time and more evidence will
tell if this is the proverbial "head fake" or the beginning of a real change in
market and business conditions.
The Barclays Index rose 1.96% during the twelve month period as investors sought
stability in fixed income markets. The fixed income portion of the Fund has a
duration that is shorter than the Barclays Index. The portfolio continues to be
overweight spread products and underweight U.S. Treasury securities. The
performance of the Fund's fixed income portfolio of 6.0% was significantly
better than that of the Barclays Index, as positioning along the yield curve and
a focus on the highest quality segments of the mortgage and corporate bond
markets drove the outperformance.
Sector and stock selection helped the equity portion of the Fund outperform the
S&P 500 Index for the 12 months. Sector performance benefited primarily from
holding cash, our underweight in the Financials sector, and our overweight in
the Health Care sector. Stock selection was driven by strong performance in the
Financials, Consumer Discretionary, Materials, and Utilities sectors, partially
offset by poor stock selection in the Consumer Staples and Energy sectors. The
best performing stocks in the Fund relative to their sectors over the past 12
months were Darden Restaurants, Bristol-Myers Squibb and BMC Software. The
stocks that underpeformed their sectors by the most were AFLAC, Transocean and
General Dynamics.
We believe that equity valuations are in line with historical levels on an
absolute basis and modestly attractive relative to high quality fixed income
alternatives. Sentiment has become more positive in the near term, but attitudes
toward equities remain negative. Credit markets are functioning much better than
they were last fall, further supporting the recent recovery in the equity
markets. Leading indicators suggest that the pace of the economic decline has
moderated. From this point, investors will likely be focused on signs that the
economy can rebound and begin to grow again. We anticipate the pace of recovery
will be modest. As of March 31, 2009, the Fund had 44% of its portfolio invested
in fixed income securities, 53% invested in equities, and 3% invested in cash
equivalents.
The equity portion of the Fund emphasizes companies that we believe can continue
to grow earnings in these difficult economic times. The Fund is most overweight
in the Health Care and Information Technology sectors. Telecommunication
Services and Utilities are the largest sector underweights in the portfolio. The
equity portion of the Fund trades at 11.5X 2009 estimated earnings, which are
forecast to decline 3.3%. This compares to the S&P 500's estimated earnings
decline of 14.9% trading at 12.2X estimated earnings.
THE JAMESTOWN EQUITY FUND
For the fiscal year ended March 31, 2009, The Jamestown Equity Fund declined
33.63% versus a return of -38.09% for the S&P 500 Index. During the previous
twelve months, major global markets continued to shudder from the effects of
credit deleveraging, threats of major
2
bankruptcies and structural financial uncertainties. Towards the close of the
fiscal year, scattered rays of hope were emerging, as several large financial
institutions reported improved business conditions in January and February, and
some economic data points provided slightly more encouragement for the market.
Only the passage of time and more evidence will tell if this is the proverbial
"head fake" or the beginning of a real change in market and business conditions.
Sector and stock selection helped the Fund outperform the S&P 500 Index for the
12 months. Sector performance benefited primarily from holding cash, our
underweight in the Financials sector, and our overweight in the Health Care
sector. Stock selection was driven by strong performance in the Financials,
Consumer Discretionary, Materials, and Utilities sectors, partially offset by
poor stock selection in the Consumer Staples and Energy sectors. The best
performing stocks in the Fund relative to their sectors over the past 12 months
were Darden Restaurants, Bristol-Myers Squibb and BMC Software. The stocks that
underpeformed their sectors by the most were AFLAC, Transocean and General
Dynamics.
We believe that equity valuations are in line with historical levels on an
absolute basis and modestly attractive relative to high quality fixed income
alternatives. Sentiment has become more positive in the near term, but attitudes
toward equities remain negative. Credit markets are functioning much better than
they were last fall, further supporting the recent recovery in the equity
markets. Leading indicators suggest that pace of economic decline has moderated.
From this point, investors will likely be focused on signs that the economy can
rebound and begin to grow again.
The Fund emphasizes companies that we believe can continue to grow earnings in
these difficult economic times. The Fund is most overweight in the Health Care
and Information Technology sectors. Telecommunication Services and Utilities are
the largest sector underweights in the portfolio. The equity portion of the Fund
trades at 11.5X 2009 estimated earnings, which are forecast to decline 3.3%.
This compares to the S&P 500's estimated earnings decline of 14.9% trading at
12.2X estimated earnings.
THE JAMESTOWN SELECT EQUITY FUND
The Jamestown Select Equity Fund fell 39.41% for the year ended March 31, 2009
versus a return of -38.09% for the S&P 500 Index. During the previous twelve
months, major global markets continued to shudder from the effects of credit
deleveraging, threats of major bankruptcies and structural financial
uncertainties. Towards the close of the fiscal year, scattered rays of hope were
emerging, as several large financial institutions reported improved business
conditions in January and February, and some economic data points provided
slightly more encouragement for the market. Only the passage of time and more
evidence will tell if this is the proverbial "head fake" or the beginning of a
real change in market and business conditions.
The underperformance of the Fund was driven primarily by stock selection,
particularly in the Consumer Staples, Information Technology, and Energy
sectors. Partially offsetting this was strong stock selection in the Financials
sector. Sector selection was positive for the year largely due to our cash
holdings and our underweight in the Financials sector. The best performing
stocks in the Fund relative to their sectors over the past 12 months were
Schering Plough, Darden Restaurants and BMC Software. The stocks that
underpeformed their sectors by the most were Avon Products, Torchmark and
General Dynamics.
The Fund will continue to focus on stocks with the best earnings profiles that
are trading at reasonable valuations. The Fund is overweight in the Information
Technology, Health Care, and Materials sectors. The Financials and Industrials
sectors are the largest underweights in
3
the portfolio. The portfolio trades at 10.6X 2009 estimated earnings, which are
forecast to grow 0.9%. This compares to the S&P 500's estimated earnings decline
of 14.9% trading at 12.2X estimated earnings.
We believe that equity valuations are in line with historical levels on an
absolute basis and modestly attractive relative to high quality fixed income
alternatives. Sentiment has become more positive in the near term, but attitudes
toward equities remain negative. Credit markets are functioning much better than
they were last fall, further supporting the recent recovery in the equity
markets. Leading indicators suggest that pace of economic decline has moderated.
From this point, investors will likely be focused on signs that the economy can
rebound and begin to grow again.
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
The Jamestown Tax Exempt Virginia Fund performed solidly relative to other
municipal bond funds over the last year. For the fiscal year ended March 31,
2009, the Fund earned a total return of 4.77%, compared to 6.04% for the
Barclays Capital 5-year Municipal Bond Index and 1.12% for the Lipper
Intermediate Municipal Fund Index. As of March 31, 2009, the Fund had an average
maturity of 5.4 years, an effective duration of 4.2 years, and a SEC 30-day
yield of 2.66%, which results in a tax equivalent yield of 4.09% for investors
in the 35% federal tax bracket. The Fund held no issues subject to Alternative
Minimum Tax during the year.
Credit markets were under severe stress for much of 2008, and the market for
municipal bonds was not immune from these forces. While the Federal Reserve was
aggressively slashing short-term interest rates, the flight to safety bid pushed
Treasury yields to record lows by the end of December 2008. However, municipal
bonds frequently moved in the opposite direction of Treasuries, with prices
declining and yields rising during the worst of the credit market rout. Forced
selling from the unwinding of levered strategies, insurance companies, and
mutual fund redemptions in conjunction with a lack of a bid from institutional
investors and dealers resulted in an imbalance between supply and demand. Tax
exempt yields jumped higher in September and remained elevated through November
2008, reflecting the volatility of financial markets. By December, high grade
tax exempt bonds offered compelling value and the municipal market commenced a
sharp rally that would see yields drop more than 100 basis points in
intermediate maturities over a six-week period.
Compared to the distress seen for much of 2008, credit markets showed signs of
healing during the first quarter of 2009. Treasury yields climbed from the
extremely low levels at year-end as the flight to safety subsided and the supply
of newly issued government debt increased. Tax exempt bonds were well bid
through mid-January, after which the market consolidated the impressive gains
seen since mid-October. New issuance was well received by investors, allowing
many issuers to sell bonds that had been deferred in late 2008 because of
adverse market conditions. After seeing large outflows during the fourth
quarter, tax exempt bond mutual funds enjoyed substantial inflows during the
first quarter since municipal bonds were regarded as a relatively stable
investment compared to the equity market.
The Fund's relative performance can be attributed to its intermediate maturity
structure and its emphasis on credit quality. The municipal yield curve
steepened throughout much of the fiscal year, with yields declining on short and
intermediate maturities while rising for the longest maturities. Funds that were
positioned in intermediate maturities generally outperformed funds that
emphasized longer maturities.
Municipal credit quality is being pressured by tax revenue shortfalls; diligence
on credit risk is more important than ever. Yet state and local governments are
responding as they always do in a downturn by cutting spending and seeking new
sources of revenue. Assistance from the
4
federal government has also helped ease the near-term budgetary stress. The Fund
has maintained a high average credit quality of AA with 92% of the portfolio
carrying a credit rating of AAA or AA. As risk appetite diminished last year,
high grade credits generally earned greater returns than lower quality credits.
The Fund's performance was boosted as quality spreads widened throughout much of
the year.
The Jamestown Tax Exempt Virginia Fund's style of investing in high quality,
intermediate maturity bonds rewarded shareholders during the last year. The Fund
maintains an interest rate risk and credit risk profile that is lower than
average for its category, a conservative stance that added value for
shareholders during a turbulent environment. We are pleased that the Fund was
recognized at the 2009 Lipper Fund Awards* in the Virginia Municipal Debt Funds
category as the best fund out of 27 funds over the three-year period ended
December 31, 2008.
Sincerely,
/s/ Charles M. Caravati, III /s/ Lawrence B. Whitlock, Jr.
Charles M. Caravati, III, CFA Lawrence B. Whitlock, Jr., CFA
President President
Jamestown Balanced Fund Jamestown Select Fund
Jamestown Equity Fund
/s/ Joseph A. Jennings, III
Joseph A. Jennings, III, CFA
President
Jamestown Tax Exempt Virginia Fund
DATA PRESENTED REFLECTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF FUTURE
RESULTS. INVESTMENT RESULTS AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT SHARES,
WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. DUE TO MARKET
VOLATILITY, CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE
SHOWN.
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,
2009, 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.
* Lipper presents the award each calendar year to one fund in each category
that has achieved a strong trend of risk-adjusted returns relative to
other funds in its category. The Lipper Virginia Municipal Debt Funds
category represents a universe of funds with similar investment
objectives. Lipper averages are provided by Lipper Analytical Services,
Inc. A Lipper Fund Award is awarded to one fund in each Lipper
classification for achieving the strongest trend of consistent
risk-adjusted performance against its classification peers over a three-,
five- or ten-year period, if applicable. Although Lipper makes reasonable
efforts to ensure the accuracy and reliability of the data used in its
classifications, the accuracy is not guaranteed by Lipper. Lipper
Analytical Services, Inc. is an independent mutual fund research and
rating service.
5
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%
BARCLAYS CAPITAL U.S. INTERMEDIATE GOVERNMENT/CREDIT INDEX
[LINE GRAPH OMITTED]
60% S&P 500 INDEX/40% BARCLAYS
THE JAMESTOWN STANDARD & POOR'S CAPITAL U.S. INTERMEDIATE
BALANCED FUND 500 INDEX GOVERNEMNT/CREDIT INDEX
-------------------- -------------------- -----------------------
DATE VALUE DATE VALUE DATE VALUE
---- ------- ---- ------- ---- -------
03/31/99 $10,000 03/31/99 $10,000 03/31/99 $10,000
06/30/99 10,309 06/30/99 10,705 06/30/99 10,407
09/30/99 10,017 09/30/99 10,036 09/30/99 10,055
12/31/99 11,077 12/31/99 11,530 12/31/99 10,955
03/31/00 11,590 03/31/00 11,794 03/31/00 11,172
06/30/00 11,750 06/30/00 11,480 06/30/00 11,069
09/30/00 11,407 09/30/00 11,369 09/30/00 11,132
12/31/00 11,172 12/31/01 10,481 12/31/00 10,775
03/31/01 10,124 03/31/01 9,238 03/31/01 10,155
06/30/01 10,225 06/30/01 9,779 06/30/01 10,538
09/30/01 9,255 09/30/01 8,343 09/30/01 9,804
12/31/01 9,912 12/31/01 9,235 12/31/01 10,436
03/31/02 9,798 03/31/02 9,260 03/31/02 10,444
06/30/02 9,363 06/30/02 8,019 06/30/02 9,753
09/30/02 8,671 09/30/02 6,634 09/30/02 8,918
12/31/02 8,880 12/31/02 7,193 12/31/02 9,430
03/31/03 8,813 03/31/03 6,967 03/31/03 9,309
06/30/03 9,626 06/30/03 8,039 06/30/03 10,270
09/30/03 9,684 09/30/03 8,252 09/30/03 10,432
12/31/03 10,338 12/31/03 9,257 12/31/03 11,197
03/31/04 10,601 03/31/04 9,414 03/31/04 11,422
06/30/04 10,690 06/30/04 9,576 06/30/04 11,424
09/30/04 10,604 09/30/04 9,397 09/30/04 11,420
12/31/04 11,051 12/31/04 10,264 12/31/04 12,073
03/31/05 10,900 03/31/05 10,044 03/31/05 11,875
06/30/05 11,035 06/30/05 10,181 06/30/05 12,090
09/30/05 11,399 09/30/05 10,548 09/30/05 12,327
12/31/05 11,604 12/31/05 10,768 12/31/05 12,506
03/31/06 11,896 03/31/06 11,221 03/31/06 12,803
06/30/06 11,511 06/30/06 11,060 06/30/06 12,703
09/30/06 11,994 09/30/06 11,686 09/30/06 13,297
12/31/06 12,550 12/31/06 12,469 12/31/06 13,887
03/31/07 12,677 03/31/07 12,549 03/31/07 14,028
06/30/07 13,301 06/30/07 13,337 06/30/07 14,548
09/30/07 13,788 09/30/07 13,608 09/30/07 14,893
12/31/07 13,917 12/31/07 13,154 12/31/07 14,768
03/31/08 13,055 03/31/08 11,912 03/31/08 14,108
06/30/08 13,196 06/30/08 11,587 06/30/08 13,791
09/30/08 12,253 09/30/08 10,617 09/30/08 13,033
12/31/08 10,796 12/31/08 8,287 12/31/08 11,570
03/31/09 10,345 03/31/09 7,375 03/31/09 10,803
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.
- --------------------------------------------------------------------------------
Average Annual Total Returns(a)
(for periods ended March 31, 2009)
1 YEAR 5 YEARS 10 YEARS
The Jamestown Balanced Fund -20.75% -0.49% 0.34%
Standard & Poor's 500 Index -38.09% -4.76% -3.00%
60% S&P 500 Index / 40% Barclays Capital
U.S. Intermediate Government/Credit Index -23.43% -1.11% 0.78%
- --------------------------------------------------------------------------------
(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 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]
THE JAMESTOWN STANDARD & POOR'S
EQUITY FUND 500 INDEX
-------------------- --------------------
DATE VALUE DATE VALUE
---- ------- ---- -------
03/31/99 $10,000 03/31/99 $10,000
06/30/99 10,545 06/30/99 10,705
09/30/99 10,057 09/30/99 10,036
12/31/99 11,658 12/31/99 11,530
03/31/00 12,404 03/31/00 11,794
06/30/00 12,609 06/30/00 11,480
09/30/00 11,908 09/30/00 11,369
12/31/00 11,458 12/31/00 10,481
03/31/01 9,738 03/31/01 9,238
06/30/01 9,870 06/30/01 9,779
09/30/01 8,258 09/30/01 8,343
12/31/01 9,192 12/31/01 9,235
03/31/02 9,016 03/31/02 9,260
06/30/02 8,251 06/30/02 8,019
09/30/02 7,042 09/30/02 6,634
12/31/02 7,271 12/31/02 7,193
03/31/03 7,109 03/31/03 6,967
06/30/03 8,077 06/30/03 8,039
09/30/03 8,141 09/30/03 8,252
12/31/03 8,992 12/31/03 9,257
03/31/04 9,249 03/31/04 9,414
06/30/04 9,457 06/30/04 9,576
09/30/04 9,257 09/30/04 9,397
12/31/04 9,811 12/31/04 10,264
03/31/05 9,650 03/31/05 10,044
06/30/05 9,727 06/30/05 10,181
09/30/05 10,226 09/30/05 10,548
12/31/05 10,469 12/31/05 10,768
03/31/06 10,874 03/31/06 11,221
06/30/06 10,365 06/30/06 11,060
09/30/06 10,834 09/30/06 11,686
12/31/06 11,514 12/31/06 12,469
03/31/07 11,627 03/31/07 12,549
06/30/07 12,474 06/30/07 13,337
09/30/07 13,029 09/30/07 13,608
12/31/07 13,082 12/31/07 13,154
03/31/08 11,736 03/31/08 11,912
06/30/08 11,961 06/30/08 11,587
09/30/08 10,644 09/30/08 10,617
12/31/08 8,462 12/31/08 8,288
03/31/09 7,789 03/31/09 7,375
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.
- --------------------------------------------------------------------------------
Average Annual Total Returns(a)
(for periods ended March 31, 2009)
1 YEAR 5 YEARS 10 YEARS
The Jamestown Equity Fund -33.63% -3.38% -2.47%
Standard & Poor's 500 Index -38.09% -4.76% -3.00%
- --------------------------------------------------------------------------------
(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.
7
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]
THE JAMESTOWN SELECT FUND STANDARD & POOR'S 500 INDEX
------------------------- ---------------------------
DATE VALUE DATE VALUE
---- ------- ---- -------
10/31/06 $10,000 10/31/06 $10,000
12/31/06 10,435 12/31/06 10,333
03/31/07 10,755 03/31/07 10,399
06/30/07 11,286 06/30/07 11,052
09/30/07 11,657 09/30/07 11,277
12/31/07 11,730 12/31/07 10,901
03/31/08 10,425 03/31/08 9,871
06/30/08 10,626 06/30/08 9,602
09/30/08 9,101 09/30/08 8,798
12/31/08 6,861 12/31/08 6,868
03/31/09 6,317 03/31/09 6,111
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.
- --------------------------------------------------------------------------------
Average Annual Total Returns(a)
(for periods ended March 31, 2009)
1 YEAR SINCE INCEPTION*
The Jamestown Select Fund -39.41% -17.33%
Standard & Poor's 500 Index -38.09% -18.45%
- --------------------------------------------------------------------------------
(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 shown do 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.
8
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 BARCLAYS CAPITAL 5-YEAR
MUNICIPAL BOND INDEX*, THE LIPPER INTERMEDIATE MUNICIPAL FUND INDEX
AND THE BARCLAYS CAPITAL MUNICIPAL BOND INDEX
[LINE GRAPH OMITTED]
THE JAMESTOWN TAX BARCLAYS CAPITAL 5-YEAR LIPPER INTERMEDIATE BARCLAYS CAPITAL
EXEMPT VIRGINIA FUND MUNICIPAL BOND INDEX MUNICIPAL FUND INDEX MUNICIPAL BOND INDEX
- -------------------- -------------------- -------------------- --------------------
DATE VALUE DATE VALUE DATE VALUE DATE VALUE
- ---- ------- ---- ------- ---- ------- ---- ------
03/31/99 $10,000 03/31/99 $10,000 03/31/99 $10,000 03/31/99 $10,000
06/30/99 9,846 06/30/99 9,876 06/30/99 9,833 06/30/99 9,823
09/30/99 9,841 09/30/99 9,969 09/30/99 9,839 09/30/99 9,784
12/31/99 9,795 12/31/99 9,970 12/31/99 9,808 12/31/99 9,708
03/31/00 10,004 03/31/00 10,089 03/31/00 9,981 03/31/00 9,992
06/30/00 10,116 06/30/20 10,248 06/30/20 10,102 06/30/00 10,143
09/30/00 10,320 09/30/00 10,450 09/30/00 10,313 09/30/00 10,388
12/31/00 10,675 12/31/00 10,739 12/31/00 10,659 12/31/00 10,843
03/31/01 10,901 03/31/01 11,043 03/31/01 10,899 03/31/01 11,083
06/30/01 10,953 06/30/01 11,152 06/30/01 10,980 06/30/01 11,155
09/30/01 11,204 09/30/01 11,459 09/30/01 11,264 09/30/01 11,469
12/31/01 11,150 12/31/01 11,406 12/31/01 11,170 12/31/01 11,399
03/31/02 11,235 03/31/02 11,471 03/31/02 11,250 03/31/02 11,506
06/30/02 11,588 06/30/02 11,944 06/30/02 11,648 06/30/02 11,927
09/30/02 12,068 09/30/02 12,358 09/30/02 12,099 09/30/02 12,493
12/31/02 12,079 12/31/02 12,463 12/31/02 12,102 12/31/02 12,493
03/31/03 12,161 03/31/03 12,602 03/31/03 12,221 03/31/03 12,643
06/30/03 12,408 06/30/03 12,831 06/30/03 12,490 06/30/03 12,970
09/30/03 12,397 09/30/03 12,960 09/30/03 12,515 09/30/03 12,980
12/31/03 12,479 12/31/03 12,978 12/31/03 12,629 12/31/03 13,157
03/31/04 12,600 03/31/04 13,143 03/31/04 12,776 03/31/04 13,385
06/30/04 12,354 06/30/04 12,861 06/30/04 12,524 06/30/04 13,068
09/30/04 12,684 09/30/04 13,225 09/30/04 12,898 09/30/04 13,575
12/31/04 12,747 12/31/04 13,331 12/31/04 12,989 12/31/04 13,744
03/31/05 12,624 03/31/05 13,178 03/31/05 12,894 03/31/05 13,739
06/30/05 12,884 06/30/05 13,430 06/30/05 13,202 06/30/05 14,142
09/30/05 12,830 09/30/05 13,417 09/30/05 13,176 09/30/05 14,124
12/31/05 12,881 12/31/05 13,457 12/31/05 13,251 12/31/05 14,227
03/31/06 12,854 03/31/06 13,460 03/31/06 13,264 03/31/06 14,262
06/30/06 12,869 06/30/06 13,473 06/30/06 13,269 06/30/06 14,267
09/30/06 13,179 09/30/06 13,821 09/30/06 13,662 09/30/06 14,753
12/31/06 13,259 12/31/06 13,907 12/31/06 13,763 12/31/06 14,916
03/31/07 13,349 03/31/07 14,037 03/31/07 13,867 03/31/07 15,037
06/30/07 13,323 06/30/07 13,991 06/30/07 13,796 06/30/07 14,937
09/30/07 13,577 09/30/07 14,349 09/30/07 14,042 09/30/07 15,210
12/31/07 13,774 12/31/07 14,623 12/31/07 14,204 12/31/07 15,418
03/31/08 13,895 03/31/08 14,906 03/31/08 14,217 03/31/08 15,323
06/30/08 13,860 06/30/08 14,786 06/30/08 14,239 06/30/08 15,420
09/30/08 13,809 09/30/08 14,884 09/30/08 13,917 09/30/08 14,926
12/31/08 14,276 12/31/08 15,468 12/31/08 13,881 12/31/08 15,036
03/31/09 14,558 03/31/09 15,806 03/31/09 14,376 03/31/09 15,671
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.
- --------------------------------------------------------------------------------
Average Annual Total Returns(a)
(for periods ended March 31, 2009)
1 YEAR 5 YEARS 10 YEARS
The Jamestown Tax Exempt Virginia Fund 4.77% 2.93% 3.83%
Barclays Capital 5-Year Municipal Bond Index 6.04% 3.76% 4.69%
Lipper Intermediate Municipal Fund Index 1.12% 2.39% 3.70%
Barclays Capital Municipal Bond Index 2.27% 3.21% 4.60%
- --------------------------------------------------------------------------------
(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 Barclays Capital 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.
9
THE JAMESTOWN BALANCED FUND
PORTFOLIO INFORMATION
MARCH 31, 2009 (UNAUDITED)
================================================================================
ASSET ALLOCATION (% OF NET ASSETS)
- --------------------------------------------
[PIE CHART OMITTED]
Equities 53.5%
Fixed Income 43.6%
Cash Equivalents 2.9%
% OF
TEN LARGEST EQUITY HOLDINGS NET ASSETS
- --------------------------------------------
Teva Pharmaceutical
Industries Ltd. - ADR 1.2%
Cisco Systems, Inc. 1.2%
Microsoft Corporation 1.1%
PepsiCo, Inc. 1.1%
McDonald's Corporation 1.1%
Genzyme Corporation 1.0%
QUALCOMM, Inc. 1.0%
Gilead Sciences, Inc. 1.0%
Johnson & Johnson 1.0%
CVS Caremark Corporation 1.0%
EQUITY SECTOR CONCENTRATION VS. THE S&P 500 INDEX (53.5% OF NET ASSETS)
- --------------------------------------------------------------------------------
[BAR CHART OMITTED]
(% OF EQUITY PORTFOLIO)
The Jamestown
Balanced S&P 500
Fund Index
---------- --------
Consumer Discretionary 8.0% 8.8%
Consumer Staples 13.0% 12.8%
Energy 10.7% 13.0%
Financials 8.0% 10.8%
Health Care 18.7% 15.3%
Industrials 10.2% 9.7%
Information Technology 21.5% 18.0%
Materials 3.2% 3.3%
Telecommunication Services 1.8% 4.0%
Utilities 1.6% 4.3%
Exchange-Traded Funds 3.3% 0.0%
FIXED-INCOME PORTFOLIO (43.6% OF NET ASSETS)
- --------------------------------------------
Average Stated Maturity (Years) 3.35
Average Duration (Years) 2.81
Average Coupon 5.51%
Average Yield to Maturity 3.42%
% OF FIXED
SECTOR BREAKDOWN INCOME PORTFOLIO
- --------------------------------------------
U.S. Treasury 14.8%
U.S. Government & Agency 16.4%
Mortgage-Backed 17.8%
Corporate 51.0%
% OF FIXED
CREDIT QUALITY INCOME PORTFOLIO
- --------------------------------------------
AAA 49.0%
A 45.1%
BBB 5.9%
10
THE JAMESTOWN EQUITY FUND
PORTFOLIO INFORMATION
MARCH 31, 2009 (UNAUDITED)
================================================================================
ASSET ALLOCATION (% OF NET ASSETS)
- --------------------------------------------
[PIE CHART OMITTED]
Equities 93.6%
Cash Equivalents 6.4%
% OF
TEN LARGEST EQUITY HOLDINGS NET ASSETS
- --------------------------------------------
Teva Pharmaceutical
Industries Ltd. - ADR 2.3%
Cisco Systems, Inc. 2.1%
Microsoft Corporation 2.0%
McDonald's Corporation 1.9%
PepsiCo, Inc. 1.9%
Genzyme Corporation 1.9%
Gilead Sciences, Inc. 1.9%
Kroger Company (The) 1.8%
QUALCOMM, Inc. 1.8%
AT&T, Inc 1.7%
SECTOR CONCENTRATION VS. THE S&P 500 INDEX
- --------------------------------------------------------------------------------
[BAR CHART OMITTED]
(% OF NET ASSETS)
The Jamestown
Equity S&P 500
Fund Index
--------------------
Consumer Discretionary 7.6% 8.8%
Consumer Staples 12.4% 12.8%
Energy 10.0% 13.0%
Financials 7.3% 10.8%
Health Care 17.9% 15.3%
Industrials 9.2% 9.7%
Information Technology 20.1% 18.0%
Materials 3.0% 3.3%
Telecommunication Services 1.7% 4.0%
Utilities 1.5% 4.3%
Exchange-Traded Funds 2.9% 0.0%
Cash Equivalents 6.4% 0.0%
11
THE JAMESTOWN SELECT FUND
PORTFOLIO INFORMATION
MARCH 31, 2009 (UNAUDITED)
================================================================================
ASSET ALLOCATION (% OF NET ASSETS)
- --------------------------------------------
[PIE CHART OMITTED]
Equities 93.2%
Cash Equivalents 6.8%
% OF
TEN LARGEST EQUITY HOLDINGS NET ASSETS
- --------------------------------------------
Wal-Mart Stores, Inc. 2.2%
International Business
Machines Corporation 2.1%
Kroger Company (The) 2.0%
Embarq Corporation 2.0%
TJX Companies, Inc. (The) 2.0%
BMC Software, Inc. 1.9%
Symantec Corporation 1.9%
Hewlett-Packard Company 1.9%
Thermo Fisher Scientific, Inc. 1.8%
CMS Energy Corporation 1.8%
SECTOR CONCENTRATION VS. THE S&P 500 INDEX
- --------------------------------------------------------------------------------
[BAR CHART OMITTED]
(% OF NET ASSETS)
The Jamestown
Select S&P 500
Fund Index
---------------------
Consumer Discretionary 9.2% 8.8%
Consumer Staples 8.9% 12.8%
Energy 9.3% 13.0%
Financials 6.5% 10.8%
Health Care 19.5% 15.3%
Industrials 5.4% 9.7%
Information Technology 22.4% 18.0%
Materials 5.2% 3.3%
Telecommunication Services 2.0% 4.0%
Utilities 1.8% 4.3%
Exchange-Traded Funds 3.0% 0.0%
Cash Equivalents 6.8% 0.0%
12
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
PORTFOLIO INFORMATION
MARCH 31, 2009 (UNAUDITED)
================================================================================
CHARACTERISTICS
(WEIGHTED AVERAGE)
- --------------------------------------------
30-day SEC Yield 2.66%
Tax-Equivalent Yield 4.09%*
Average Maturity (years) 5.4
Average Duration (years) 4.2
Average Quality AA
Number of Issues 48
* Assumes a maximum 35.0% federal tax rate.
MATURITY BREAKDOWN (% OF PORTFOLIO)
- --------------------------------------------
[BAR CHART OMITTED]
0-2 Years 26%
2-5 Years 28%
5-10 Years 43%
10+ Years 3%
CREDIT QUALITY (% OF PORTFOLIO)
- --------------------------------------------
[PIE CHART OMITTED]
AAA 37%
AA 55%
A 6%
BBB 2%
SECTOR DIVERSIFICATION (% OF PORTFOLIO)
- --------------------------------------------
[PIE CHART OMITTED]
Revenues 61%
General Obligations 27%
Prerefunded 12%
13
THE JAMESTOWN BALANCED FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2009
================================================================================
COMMON STOCKS -- 51.8% SHARES VALUE
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY -- 4.3%
Comcast Corporation - Class A ..................... 11,000 $ 150,040
Darden Restaurants, Inc. .......................... 5,900 202,134
GameStop Corporation - Class A (a) ................ 5,900 165,318
McDonald's Corporation ............................ 4,200 229,194
NIKE, Inc. - Class B .............................. 3,400 159,426
------------
906,112
------------
CONSUMER STAPLES -- 6.9%
Avon Products, Inc. ............................... 6,000 115,380
Coca-Cola Company (The) ........................... 4,000 175,800
CVS Caremark Corporation .......................... 7,600 208,924
General Mills, Inc. ............................... 3,200 159,616
Kroger Company (The) .............................. 9,000 190,980
PepsiCo, Inc. ..................................... 4,600 236,808
Procter & Gamble Company (The) .................... 3,900 183,651
Wal-Mart Stores, Inc. ............................. 3,700 192,770
------------
1,463,929
------------
ENERGY -- 5.8%
Apache Corporation ................................ 2,200 140,998
Chevron Corporation ............................... 2,700 181,548
ConocoPhillips .................................... 3,200 125,312
Exxon Mobil Corporation ........................... 2,300 156,630
Noble Corporation ................................. 6,000 144,540
Occidental Petroleum Corporation .................. 3,300 183,645
Schlumberger Ltd. ................................. 3,250 132,015
Transocean Ltd. (a) ............................... 2,500 147,100
------------
1,211,788
------------
FINANCIALS -- 4.3%
AFLAC, Inc. ....................................... 7,100 137,456
Aon Corporation ................................... 4,000 163,280
Bank of America Corporation ....................... 2,500 17,050
Hudson City Bancorp, Inc. ......................... 13,000 151,970
Northern Trust Corporation ........................ 2,300 137,586
State Street Corporation .......................... 3,000 92,340
Travelers Companies, Inc. (The) ................... 4,900 199,136
------------
898,818
------------
HEALTH CARE -- 10.0%
Abbott Laboratories ............................... 3,600 171,720
Aetna, Inc. ....................................... 5,100 124,083
AmerisourceBergen Corporation ..................... 3,400 111,044
Amgen, Inc. (a) ................................... 3,100 153,512
Bristol-Myers Squibb Company ...................... 7,300 160,016
Express Scripts, Inc. (a) ......................... 4,200 193,914
Genzyme Corporation (a) ........................... 3,700 219,743
Gilead Sciences, Inc. (a) ......................... 4,600 213,072
Johnson & Johnson ................................. 4,000 210,400
McKesson Corporation .............................. 2,700 94,608
Teva Pharmaceutical Industries Ltd. - ADR ......... 5,800 261,290
Thermo Fisher Scientific, Inc. (a) ................ 5,400 192,618
------------
2,106,020
------------
14
THE JAMESTOWN BALANCED FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
COMMON STOCKS -- 51.8% (CONTINUED) SHARES VALUE
- --------------------------------------------------------------------------------
INDUSTRIALS -- 5.5%
Dover Corporation ................................. 5,200 $ 137,176
General Dynamics Corporation ...................... 2,900 120,611
General Electric Company .......................... 8,400 84,924
ITT Corporation ................................... 4,200 161,574
Lockheed Martin Corporation ....................... 2,500 172,575
Norfolk Southern Corporation ...................... 4,300 145,125
Northrop Grumman Corporation ...................... 4,000 174,560
United Technologies Corporation ................... 3,700 159,026
------------
1,155,571
------------
INFORMATION TECHNOLOGY -- 11.5%
Accenture Ltd. - Class A .......................... 6,500 178,685
Affiliated Computer Services, Inc. - Class A (a) .. 2,550 122,120
BMC Software, Inc. (a) ............................ 4,000 132,000
Cisco Systems, Inc. (a) ........................... 14,700 246,519
Fiserv, Inc. (a) .................................. 3,400 123,964
Google, Inc. - Class A (a) ........................ 475 165,328
Harris Corporation ................................ 4,500 130,230
Hewlett-Packard Company ........................... 5,900 189,154
Intel Corporation ................................. 9,000 135,450
International Business Machines Corporation ....... 1,700 164,713
Microsoft Corporation ............................. 13,000 238,810
Oracle Corporation (a) ............................ 10,500 189,735
QUALCOMM, Inc. .................................... 5,500 214,005
Symantec Corporation (a) .......................... 12,700 189,738
------------
2,420,451
------------
MATERIALS -- 1.7%
Monsanto Company .................................. 2,300 191,130
Praxair, Inc. ..................................... 2,600 174,954
------------
366,084
------------
TELECOMMUNICATION SERVICES -- 1.0%
AT&T, Inc. ........................................ 8,000 201,600
------------
UTILITIES -- 0.8%
Public Service Enterprise Group, Inc. ............. 6,000 176,820
------------
TOTAL COMMON STOCKS (Cost $11,448,323) ............ $ 10,907,193
------------
================================================================================
EXCHANGE-TRADED FUNDS -- 1.7% SHARES VALUE
- --------------------------------------------------------------------------------
Consumer Discretionary Select Sector SPDR Fund (The) 8,800 $ 172,920
Financial Select Sector SPDR Fund (The) ........... 22,000 193,820
------------
TOTAL EXCHANGE-TRADED FUNDS (Cost $646,790) ....... $ 366,740
------------
15
THE JAMESTOWN BALANCED FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
U.S. TREASURY OBLIGATIONS -- 6.4% PAR VALUE VALUE
- --------------------------------------------------------------------------------
U.S. TREASURY NOTES -- 6.4%
4.00%, 02/15/2014 ................................. $ 250,000 $ 278,144
4.25%, 11/15/2014 ................................. 550,000 624,250
4.25%, 11/15/2017 ................................. 400,000 453,750
------------
TOTAL U.S. TREASURY OBLIGATIONS (Cost $1,204,898) . $ 1,356,144
------------
================================================================================
U.S. GOVERNMENT & AGENCY OBLIGATIONS -- 7.2% PAR VALUE VALUE
- --------------------------------------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORPORATION -- 5.2%
6.625%, due 09/15/2009 ............................ $ 350,000 $ 359,393
5.125%, due 07/15/2012 ............................ 150,000 165,253
5.25%, due 04/18/2016 ............................. 500,000 565,786
------------
1,090,432
------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION -- 2.0%
7.25%, due 01/15/2010 ............................. 250,000 262,211
5.50%, due 03/15/2011 ............................. 150,000 161,796
------------
424,007
------------
TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS
(Cost $1,395,864) .............................. $ 1,514,439
------------
================================================================================
MORTGAGE-BACKED SECURITIES -- 7.8% PAR VALUE VALUE
- --------------------------------------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORPORATION -- 1.7%
Pool #E90624, 6.00%, due 08/01/2017 ............... $ 20,386 $ 21,372
Pool #A43942, 5.50%, due 03/01/2036 ............... 320,444 332,876
------------
354,248
------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION -- 5.9%
Pool #618465, 5.00%, due 12/01/2016 ............... 158,259 164,306
Pool #684231, 5.00%, due 01/01/2018 ............... 222,811 231,325
Pool #255455, 5.00%, due 10/01/2024 ............... 228,346 236,840
Pool #255702, 5.00%, due 05/01/2025 ............... 363,964 377,348
Pool #808413, 5.50%, due 01/01/2035 ............... 226,199 234,982
------------
1,244,801
------------
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION -- 0.2%
Pool #781344, 6.50%, due 10/15/2031 ............... 32,918 34,576
------------
TOTAL MORTGAGE-BACKED SECURITIES (Cost $1,567,927) $ 1,633,625
------------
16
THE JAMESTOWN BALANCED FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
CORPORATE BONDS -- 22.2% PAR VALUE VALUE
- --------------------------------------------------------------------------------
CONSUMER STAPLES -- 2.3%
Coca-Cola Company (The),
5.35%, due 11/15/2017 .......................... $ 250,000 $ 267,052
PepsiCo, Inc.,
4.65%, due 02/15/2013 .......................... 200,000 212,315
------------
479,367
------------
ENERGY -- 1.0%
Burlington Resources, Inc.,
6.68%, due 02/15/2011 .......................... 200,000 215,428
------------
FINANCIALS -- 6.0%
American Express Company,
4.875%, due 07/15/2013 ......................... 150,000 132,004
BB&T Corporation,
6.50%, due 08/01/2011 .......................... 325,000 328,045
Goldman Sachs Group, Inc.,
6.65%, due 05/15/2009 .......................... 250,000 250,740
JPMorgan Chase & Company,
6.75%, due 02/01/2011 .......................... 300,000 305,818
Morgan Stanley,
5.30%, due 03/01/2013 .......................... 250,000 240,390
------------
1,256,997
------------
HEALTH CARE -- 1.7%
Amgen, Inc.,
5.85%, due 06/01/2017 .......................... 150,000 153,600
GlaxoSmithKline PLC,
5.65%, due 05/15/2018 .......................... 200,000 205,142
------------
358,742
------------
INDUSTRIALS -- 4.1%
Alcoa, Inc.,
6.50%, due 06/01/2011 .......................... 250,000 227,319
Dover Corporation,
6.50%, due 02/15/2011 .......................... 345,000 366,124
United Technologies Corporation,
6.10%, due 05/15/2012 .......................... 250,000 268,058
------------
861,501
------------
INFORMATION TECHNOLOGY -- 0.8%
International Business Machines Corporation,
4.375%, due 06/01/2009 ......................... 175,000 175,445
------------
MATERIALS -- 0.7%
E.I. du Pont de Nemours and Company,
5.875%, due 01/15/2014 ......................... 150,000 158,567
------------
17
THE JAMESTOWN BALANCED FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
CORPORATE BONDS -- 22.2% (CONTINUED) PAR VALUE VALUE
- --------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 4.2%
AT&T, Inc.,
4.95%, due 01/15/2013 .......................... $ 250,000 $ 253,614
Deutsche Telekom AG,
8.00%, due 06/15/2010 .......................... 300,000 313,375
GTE Northwest, Inc.,
6.30%, due 06/01/2010 .......................... 300,000 308,221
------------
875,210
------------
UTILITIES -- 1.4%
FPL Group Capital, Inc.,
7.375%, due 06/01/2009 ......................... 300,000 302,362
------------
TOTAL CORPORATE BONDS (Cost $4,615,172) ........... $ 4,683,619
------------
================================================================================
MONEY MARKET FUNDS -- 2.4% SHARES VALUE
- --------------------------------------------------------------------------------
Fidelity Institutional Money Market Portfolio -
Select Class, 0.93% (b) (Cost $514,716) ........ 514,716 $ 514,716
------------
TOTAL INVESTMENTS AT VALUE -- 99.5%
(Cost $21,393,690) ............................. $ 20,976,476
OTHER ASSETS IN EXCESS OF LIABILITIES -- 0.5% ..... 95,121
------------
NET ASSETS -- 100.0% .............................. $ 21,071,597
============
ADR - American Depositary Receipt.
(a) Non-income producing security.
(b) Variable rate security. The rate shown is the 7-day effective yield as of
March 31, 2009.
See accompanying notes to financial statements.
18
THE JAMESTOWN EQUITY FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2009
================================================================================
COMMON STOCKS -- 90.7% SHARES VALUE
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY -- 7.6%
Comcast Corporation - Class A ..................... 18,000 $ 245,520
Darden Restaurants, Inc. .......................... 8,900 304,914
GameStop Corporation - Class A (a) ................ 9,000 252,180
McDonald's Corporation ............................ 6,700 365,619
NIKE, Inc. - Class B .............................. 5,500 257,895
------------
1,426,128
------------
CONSUMER STAPLES -- 12.4%
Avon Products, Inc. ............................... 9,500 182,685
Coca-Cola Company (The) ........................... 6,250 274,687
CVS Caremark Corporation .......................... 11,000 302,390
General Mills, Inc. ............................... 5,100 254,388
Kroger Company (The) .............................. 15,800 335,276
PepsiCo, Inc. ..................................... 7,000 360,360
Procter & Gamble Company (The) .................... 6,700 315,503
Wal-Mart Stores, Inc. ............................. 5,700 296,970
------------
2,322,259
------------
ENERGY -- 10.0%
Apache Corporation ................................ 3,500 224,315
Chevron Corporation ............................... 4,600 309,304
ConocoPhillips .................................... 4,600 180,136
Exxon Mobil Corporation ........................... 3,500 238,350
Noble Corporation ................................. 9,100 219,219
Occidental Petroleum Corporation .................. 5,000 278,250
Schlumberger Ltd. ................................. 5,000 203,100
Transocean Ltd. (a) ............................... 4,000 235,360
------------
1,888,034
------------
FINANCIALS -- 7.3%
AFLAC, Inc. ....................................... 10,800 209,088
Aon Corporation ................................... 6,250 255,125
Hudson City Bancorp, Inc. ......................... 20,300 237,307
Northern Trust Corporation ........................ 3,400 203,388
State Street Corporation .......................... 5,200 160,056
Travelers Companies, Inc. (The) ................... 7,500 304,800
------------
1,369,764
------------
HEALTH CARE -- 17.9%
Abbott Laboratories ............................... 5,800 276,660
Aetna, Inc. ....................................... 8,000 194,640
AmerisourceBergen Corporation ..................... 5,500 179,630
Amgen, Inc. (a) ................................... 5,000 247,600
Bristol-Myers Squibb Company ...................... 11,500 252,080
Express Scripts, Inc. (a) ......................... 6,800 313,956
Genzyme Corporation (a) ........................... 6,000 356,340
Gilead Sciences, Inc. (a) ......................... 7,550 349,716
Johnson & Johnson ................................. 6,000 315,600
McKesson Corporation .............................. 4,500 157,680
Teva Pharmaceutical Industries Ltd. - ADR ......... 9,600 432,480
Thermo Fisher Scientific, Inc. (a) ................ 8,000 285,360
------------
3,361,742
------------
19
THE JAMESTOWN EQUITY FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
COMMON STOCKS -- 90.7% (CONTINUED) SHARES VALUE
- --------------------------------------------------------------------------------
INDUSTRIALS -- 9.2%
Dover Corporation ................................. 8,000 $ 211,040
General Dynamics Corporation ...................... 4,600 191,314
General Electric Company .......................... 7,500 75,825
ITT Corporation ................................... 6,800 261,596
Lockheed Martin Corporation ....................... 4,100 283,023
Norfolk Southern Corporation ...................... 6,800 229,500
Northrop Grumman Corporation ...................... 5,500 240,020
United Technologies Corporation ................... 5,500 236,390
------------
1,728,708
------------
INFORMATION TECHNOLOGY -- 20.1%
Accenture Ltd. - Class A .......................... 10,100 277,649
Affiliated Computer Services, Inc. - Class A (a) .. 4,200 201,138
BMC Software, Inc. (a) ............................ 6,400 211,200
Cisco Systems, Inc. (a) ........................... 23,000 385,710
Fiserv, Inc. (a) .................................. 5,500 200,530
Google, Inc. - Class A (a) ........................ 700 243,642
Harris Corporation ................................ 7,400 214,156
Hewlett-Packard Company ........................... 9,000 288,540
Intel Corporation ................................. 15,000 225,750
International Business Machines Corporation ....... 2,725 264,025
Microsoft Corporation ............................. 20,000 367,400
Oracle Corporation (a) ............................ 16,000 289,120
QUALCOMM, Inc. .................................... 8,500 330,735
Symantec Corporation (a) .......................... 19,200 286,848
------------
3,786,443
------------
MATERIALS -- 3.0%
Monsanto Company .................................. 3,500 290,850
Praxair, Inc. ..................................... 4,100 275,889
------------
566,739
------------
TELECOMMUNICATION SERVICES -- 1.7%
AT&T, Inc. ........................................ 12,700 320,040
------------
UTILITIES -- 1.5%
Public Service Enterprise Group, Inc. ............. 9,500 279,965
------------
TOTAL COMMON STOCKS (Cost $17,906,350) ............ $ 17,049,822
------------
================================================================================
EXCHANGE-TRADED FUNDS -- 2.9% SHARES VALUE
- --------------------------------------------------------------------------------
Consumer Discretionary Select Sector SPDR Fund (The) 12,500 $ 245,625
Financial Select Sector SPDR Fund (The) ........... 33,000 290,730
------------
TOTAL EXCHANGE-TRADED FUNDS (Cost $948,671) ....... $ 536,355
------------
20
THE JAMESTOWN EQUITY FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
MONEY MARKET FUNDS -- 0.8% SHARES VALUE
- --------------------------------------------------------------------------------
Fidelity Institutional Money Market Portfolio -
Select Class, 0.93% (b) (Cost $154,381) ........ 154,381 $ 154,381
------------
================================================================================
REPURCHASE AGREEMENTS -- 5.6% PAR VALUE VALUE
- --------------------------------------------------------------------------------
U.S. Bank N.A., 0.01%, dated 03/31/2009, due
04/01/2009, repurchase proceeds: $1,049,179
(Cost $1,049,179) (c) .......................... $1,049,179 $ 1,049,179
------------
TOTAL INVESTMENTS AT VALUE -- 100.0%
(Cost $20,058,581) ............................. $ 18,789,737
OTHER ASSETS IN EXCESS OF LIABILITIES -- 0.0% ..... 409
------------
NET ASSETS -- 100.0% .............................. $ 18,790,146
============
ADR - American Depositary Receipt.
(a) Non-income producing security.
(b) Variable rate security. The rate shown is the 7-day effective yield as of
March 31, 2009.
(c) Repurchase agreement is fully collateralized by $1,049,179 FNCI Pool
#555745, 4.50%, due 09/01/2018. The aggregate market value of the
collateral at March 31, 2009 was $1,070,411.
See accompanying notes to financial statements.
21
THE JAMESTOWN SELECT FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2009
================================================================================
COMMON STOCKS -- 90.2% SHARES VALUE
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY -- 9.2%
Darden Restaurants, Inc. .......................... 6,500 $ 222,690
GameStop Corporation - Class A (a) ................ 6,500 182,130
McDonald's Corporation ............................ 2,900 158,253
NIKE, Inc. - Class B .............................. 3,590 168,335
TJX Companies, Inc. (The) ......................... 9,480 243,067
Yum! Brands, Inc. ................................. 5,900 162,132
------------
1,136,607
------------
CONSUMER STAPLES -- 8.9%
Coca-Cola Company (The) ........................... 4,400 193,380
Colgate-Palmolive Company ......................... 2,750 162,195
CVS Caremark Corporation .......................... 8,120 223,219
Kroger Company (The) .............................. 11,850 251,457
Wal-Mart Stores, Inc. ............................. 5,230 272,483
------------
1,102,734
------------
ENERGY -- 9.3%
Apache Corporation ................................ 2,950 189,065
Chevron Corporation ............................... 3,020 203,065
Murphy Oil Corporation ............................ 3,640 162,963
Noble Corporation ................................. 6,600 158,994
Occidental Petroleum Corporation .................. 3,940 219,261
Transocean Ltd. (a) ............................... 3,840 225,946
------------
1,159,294
------------
FINANCIALS -- 6.5%
AFLAC, Inc. ....................................... 7,570 146,555
Aon Corporation ................................... 4,650 189,813
Hudson City Bancorp, Inc. ......................... 15,700 183,533
New York Community Bancorp, Inc. .................. 14,000 156,380
Torchmark Corporation ............................. 4,850 127,216
------------
803,497
------------
HEALTH CARE -- 19.5%
Abbott Laboratories ............................... 3,800 181,260
Aetna, Inc. ....................................... 6,525 158,753
AmerisourceBergen Corporation ..................... 3,600 117,576
Amgen, Inc. (a) ................................... 3,180 157,474
Baxter International, Inc. ........................ 3,280 168,002
Bristol-Myers Squibb Company ...................... 7,670 168,126
Express Scripts, Inc. (a) ......................... 3,100 143,127
Genzyme Corporation (a) ........................... 3,330 197,769
Gilead Sciences, Inc. (a) ......................... 4,280 198,250
Johnson & Johnson ................................. 3,700 194,620
McKesson Corporation .............................. 3,010 105,470
Medco Health Solutions, Inc. (a) .................. 4,700 194,298
Schering-Plough Corporation ....................... 9,000 211,950
Thermo Fisher Scientific, Inc. (a) ................ 6,400 228,288
------------
2,424,963
------------
22
THE JAMESTOWN SELECT FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
COMMON STOCKS -- 90.2% (CONTINUED) SHARES VALUE
- --------------------------------------------------------------------------------
INDUSTRIALS -- 5.4%
General Dynamics Corporation ...................... 3,570 $ 148,476
Goodrich Corporation .............................. 5,040 190,966
Northrop Grumman Corporation ...................... 3,900 170,196
Union Pacific Corporation ......................... 3,850 158,273
------------
667,911
------------
INFORMATION TECHNOLOGY -- 22.4%
Accenture Ltd. - Class A .......................... 7,950 218,545
Affiliated Computer Services, Inc. - Class A (a) .. 3,800 181,982
Akamai Technologies, Inc. (a) ..................... 8,900 172,660
BMC Software, Inc. (a) ............................ 7,180 236,940
CA, Inc. .......................................... 9,400 165,534
Fiserv, Inc. (a) .................................. 4,900 178,654
Harris Corporation ................................ 5,790 167,563
Hewlett-Packard Company ........................... 7,200 230,832
International Business Machines Corporation ....... 2,650 256,758
McAfee, Inc. (a) .................................. 5,800 194,300
Microsoft Corporation ............................. 9,370 172,127
Oracle Corporation (a) ............................ 11,165 201,752
QLogic Corporation (a) ............................ 14,500 161,240
Symantec Corporation (a) .......................... 15,800 236,052
------------
2,774,939
------------
MATERIALS -- 5.2%
FMC Corporation ................................... 4,050 174,717
Monsanto Company .................................. 2,350 195,285
Pactiv Corporation (a) ............................ 7,200 105,048
Sigma-Aldrich Corporation ......................... 4,500 170,055
------------
645,105
------------
TELECOMMUNICATION SERVICES -- 2.0%
Embarq Corporation ................................ 6,450 244,132
------------
UTILITIES -- 1.8%
CMS Energy Corporation ............................ 19,100 226,144
------------
TOTAL COMMON STOCKS (Cost $13,843,490) ............ $ 11,185,326
------------
23
THE JAMESTOWN SELECT FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
EXCHANGE-TRADED FUNDS -- 3.0% SHARES VALUE
- --------------------------------------------------------------------------------
Energy Select Sector SPDR Fund (The) .............. 3,660 $ 155,403
Financial Select Sector SPDR Fund (The) ........... 23,600 207,916
------------
TOTAL EXCHANGE-TRADED FUNDS (Cost $732,949) ....... $ 363,319
------------
================================================================================
MONEY MARKET FUNDS -- 4.3% SHARES VALUE
- --------------------------------------------------------------------------------
Fidelity Institutional Money Market Portfolio -
Select Class, 0.93% (b) (Cost $535,527) ........ 535,527 $ 535,527
------------
TOTAL INVESTMENTS AT VALUE -- 97.5%
(Cost $15,111,966) ............................. $ 12,084,172
OTHER ASSETS IN EXCESS OF LIABILITIES -- 2.5% ..... 312,567
------------
NET ASSETS -- 100.0% .............................. $ 12,396,739
============
(a) Non-income producing security.
(b) Variable rate security. The rate shown is the 7-day effective yield as of
March 31, 2009.
See accompanying notes to financial statements.
24
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2009
==============================================================================================
VIRGINIA REVENUE AND GENERAL
OBLIGATION (GO) BONDS -- 95.3% PAR VALUE VALUE
- ----------------------------------------------------------------------------------------------
Alexandria, Virginia, GO,
5.00%, due 06/15/2011, prerefunded 06/15/2010 @ 101 ........... $1,000,000 $ 1,062,640
Arlington Co., Virginia, GO,
4.10%, due 11/01/2018 ......................................... 500,000 527,700
Capital Region Airport Commission, Virginia,
Airport Revenue,
4.50%, due 07/01/2016 ......................................... 520,000 560,966
Chesterfield Co., Virginia, GO,
5.00%, due 01/01/2020 ......................................... 700,000 779,240
Fairfax Co., Virginia, Economic Dev. Authority, Revenue,
5.00%, due 06/01/2018 ......................................... 1,000,000 1,068,930
Fairfax Co., Virginia, GO,
5.00%, due 10/01/2011 ......................................... 700,000 768,047
Fauquier Co., Virginia, GO,
5.00%, due 07/01/2017 ......................................... 500,000 571,000
Hampton, Virginia, GO,
5.50%, due 02/01/2012, prerefunded 02/01/2010 @ 102 ........... 1,000,000 1,061,670
5.00%, due 04/01/2020 ......................................... 500,000 530,270
Hanover Co., Virginia, GO,
5.125%, due 07/15/2013, prerefunded 07/15/2009 @ 101 .......... 1,000,000 1,023,700
Hanover Co., Virginia, Industrial Dev. Authority, Revenue,
6.50%, due 08/15/2009 ......................................... 1,000,000 1,009,180
Henrico Co., Virginia, Public Improvement, Series A, GO,
5.00%, due 12/01/2015 ......................................... 250,000 289,982
Henrico Co., Virginia, Water & Sewer, Revenue,
5.00%, due 05/01/2020 ......................................... 350,000 396,497
5.00%, due 05/01/2022 ......................................... 300,000 331,500
James City, Virginia, School District, GO,
5.00%, due 12/15/2018 ......................................... 500,000 546,595
James City, Virginia, Service Authority, Water & Sewer, Revenue,
5.125%, due 01/15/2017 ........................................ 1,000,000 1,084,980
Leesburg, Virginia, GO,
5.00%, due 09/15/2016 ......................................... 500,000 578,390
Loudoun Co., Virginia, GO,
5.00%, due 07/01/2012 ......................................... 500,000 559,185
Loudoun Co., Virginia, Industrial Dev. Authority,
Public Facility Lease, Revenue,
5.00%, due 03/01/2019 ......................................... 1,000,000 1,057,650
Lynchburg, Virginia, GO,
5.00%, due 06/01/2015 ......................................... 500,000 573,410
Medical College of Virginia, Hospitals Authority, Revenue,
5.00%, due 07/01/2013 ......................................... 700,000 701,757
New Kent Co., Virginia, Economic Dev. Authority, Revenue,
5.00%, due 02/01/2019 ......................................... 500,000 537,210
New River Valley Regional Jail Authority, Revenue,
4.00%, due 04/01/2011 ......................................... 250,000 254,630
Norfolk, Virginia, GO,
4.50%, due 06/01/2015 ......................................... 500,000 540,055
25
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
==============================================================================================
VIRGINIA REVENUE AND GENERAL
OBLIGATION (GO) BONDS -- 95.3% (CONTINUED) PAR VALUE VALUE
- ----------------------------------------------------------------------------------------------
Norfolk, Virginia, Water, Revenue,
5.00%, due 11/01/2016 ......................................... $1,000,000 $ 1,065,300
Portsmouth, Virginia, GO,
5.00%, due 04/01/2016 ......................................... 500,000 551,940
5.00%, due 08/01/2017 ......................................... 290,000 292,276
Richmond, Virginia, Industrial Dev. Authority,
Government Facilities, Revenue,
4.75%, due 07/15/2010 ......................................... 510,000 526,213
Richmond, Virginia, Metropolitan Authority, Revenue,
5.25%, due 07/15/2014 ......................................... 1,000,000 1,073,330
Southeastern Public Service Authority, Virginia, Revenue,
5.00%, due 07/01/2015 ......................................... 1,000,000 1,059,410
Spotsylvania Co., Virginia, GO,
5.00%, due 01/15/2016 ......................................... 500,000 548,865
Spotsylvania Co., Virginia, Water & Sewer, Revenue,
5.00%, due 06/01/2026 ......................................... 500,000 515,475
University of Virginia, Revenue,
5.25%, due 06/01/2012 ......................................... 1,000,000 1,016,480
5.00%, due 06/01/2013 ......................................... 585,000 661,495
Upper Occoquan, Virginia, Sewer Authority, Revenue,
5.15%, due 07/01/2020 ......................................... 250,000 284,655
Virginia College Building Authority, Educational Facilities,
Revenue,
5.00%, due 02/01/2017 ......................................... 500,000 546,520
5.00%, due 04/01/2017 ......................................... 500,000 542,385
Virginia Commonwealth Transportation Board, Federal
Highway Reimbursement Anticipation Note, Revenue,
5.00%, due 09/28/2015 ......................................... 500,000 572,410
Virginia Polytechnic Institute & State University, Revenue,
5.00%, due 06/01/2016 ......................................... 500,000 557,600
Virginia State Public Building Authority, Public Facilities,
Series D, Revenue,
5.00%, due 08/01/2016 ......................................... 1,000,000 1,108,930
Virginia State Public Building Authority, Revenue,
5.00%, due 08/01/2012 ......................................... 635,000 708,038
Virginia State Public School Authority, Revenue,
5.25%, due 08/01/2009 ......................................... 695,000 706,120
Virginia State Public School Authority, Series A, Revenue,
5.00%, due 08/01/2020 ......................................... 585,000 637,071
Virginia State Public School Authority, Series B, Revenue,
4.00%, due 08/01/2014 ......................................... 400,000 434,608
Virginia State Resource Authority, Infrastructure, Revenue,
5.50%, due 05/01/2017, prerefunded 05/01/2010 @ 101 ........... 500,000 530,320
Virginia State, Series B, GO,
5.00%, due 06/01/2012 ......................................... 500,000 557,830
5.00%, due 06/01/2017 ......................................... 250,000 290,487
------------
TOTAL VIRGINIA REVENUE AND GENERAL
OBLIGATION (GO) BONDS
(Cost $30,178,792) ............................................ $ 31,202,942
------------
26
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
MONEY MARKET FUNDS -- 3.4% SHARES VALUE
- --------------------------------------------------------------------------------
Fidelity Tax Exempt Portfolio - Class I, 0.42% (a)
(Cost $1,092,367) .............................. 1,092,367 $ 1,092,367
------------
TOTAL INVESTMENTS AT VALUE -- 98.7%
(Cost $31,271,159) ............................. $ 32,295,309
OTHER ASSETS IN EXCESS OF LIABILITIES -- 1.3% ..... 434,645
------------
NET ASSETS -- 100.0% .............................. $ 32,729,954
============
(a) Variable rate security. The rate shown is the 7-day effective yield as of
March 31, 2009.
See accompanying notes to financial statements.
27
THE JAMESTOWN FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
MARCH 31, 2009
=============================================================================================================
JAMESTOWN
JAMESTOWN JAMESTOWN JAMESTOWN TAX EXEMPT
BALANCED EQUITY SELECT VIRGINIA
FUND FUND FUND FUND
- -------------------------------------------------------------------------------------------------------------
ASSETS
Investments in securities:
At acquisition cost .................... $ 21,393,690 $ 20,058,581 $ 15,111,966 $ 31,271,159
============ ============ ============ ============
At value (Note 1) ...................... $ 20,976,476 $ 18,789,737 $ 12,084,172 $ 32,295,309
Cash ...................................... 21,371 -- -- --
Dividends and interest receivable ......... 129,145 18,707 14,931 386,860
Receivable for investment securities sold . -- -- 305,202 --
Receivable for capital shares sold ........ -- 500 -- 101,150
Other assets .............................. 1,651 6,708 6,685 3,877
------------ ------------ ------------ ------------
TOTAL ASSETS ........................... 21,128,643 18,815,652 12,410,990 32,787,196
------------ ------------ ------------ ------------
LIABILITIES
Distributions payable ..................... -- -- -- 12,643
Payable for capital shares redeemed ....... 30,567 9,712 -- 27,571
Accrued investment advisory fees (Note 3) . 11,310 9,863 7,504 8,938
Accrued administration fees (Note 3) ...... 4,000 4,000 4,000 3,900
Accrued compliance fees (Note 3) .......... 370 370 370 370
Other accrued expenses .................... 10,799 1,561 2,377 3,820
------------ ------------ ------------ ------------
TOTAL LIABILITIES ...................... 57,046 25,506 14,251 57,242
------------ ------------ ------------ ------------
NET ASSETS ................................... $ 21,071,597 $ 18,790,146 $ 12,396,739 $ 32,729,954
============ ============ ============ ============
Net assets consist of:
Paid-in capital ........................... $ 22,785,113 $ 22,775,277 $ 21,755,530 $ 31,673,517
Accumulated undistributed (overdistributed)
net investment income .................. (13,328) -- -- 27,239
Accumulated net realized gains (losses)
from security transactions. ............ (1,282,974) (2,716,287) (6,330,997) 5,048
Net unrealized appreciation
(depreciation) on investments .......... (417,214) (1,268,844) (3,027,794) 1,024,150
------------ ------------ ------------ ------------
Net assets ................................... $ 21,071,597 $ 18,790,146 $ 12,396,739 $ 32,729,954
============ ============ ============ ============
Shares of beneficial interest outstanding
(unlimited number of shares authorized,
no par value) ............................. 2,089,197 1,706,867 1,977,225 3,194,837
============ ============ ============ ============
Net asset value, offering price and redemption
price per share ........................... $ 10.09 $ 11.01 $ 6.27 $ 10.24
============ ============ ============ ============
See accompanying notes to financial statements.
28
THE JAMESTOWN FUNDS
STATEMENTS OF OPERATIONS
YEAR ENDED MARCH 31, 2009
=========================================================================================================
JAMESTOWN
JAMESTOWN JAMESTOWN JAMESTOWN TAX EXEMPT
BALANCED EQUITY SELECT VIRGINIA
FUND FUND FUND FUND
- ---------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
Dividends ............................. $ 299,844 $ 428,609 $ 306,569 $ 15,090
Foreign withholding taxes on dividends (479) (749) -- --
Interest .............................. 553,734 12,554 -- 1,195,969
------------ ------------ ------------ ------------
TOTAL INVESTMENT INCOME ............ 853,099 440,414 306,569 1,211,059
------------ ------------ ------------ ------------
EXPENSES
Investment advisory fees (Note 3) ..... 175,645 171,966 140,337 120,734
Administration fees (Note 3). ......... 48,039 48,146 48,000 44,055
Professional fees ..................... 25,374 21,788 21,888 19,188
Trustees' fees and expenses.. ......... 15,056 15,056 15,056 15,056
Custodian and bank service fees ....... 10,984 14,493 5,865 4,974
Compliance consulting fees (Note 3) ... 4,876 4,883 4,806 4,890
Postage and supplies .................. 4,740 5,806 4,103 3,996
Pricing costs ......................... 5,729 1,636 1,654 6,967
Registration fees ..................... 2,446 4,838 4,388 1,175
Printing of shareholder reports ....... 3,019 4,649 2,351 1,945
Insurance expense ..................... 2,849 2,864 2,180 2,668
Other expenses ........................ 9,630 7,766 7,050 7,359
------------ ------------ ------------ ------------
TOTAL EXPENSES ..................... 308,387 303,891 257,678 233,007
Fees voluntarily waived by
the Adviser (Note 3) ............... -- -- -- (24,741)
Expenses reimbursed through a directed
brokerage arrangement (Note 4) ..... (24,000) (12,000) -- --
------------ ------------ ------------ ------------
NET EXPENSES ....................... 284,387 291,891 257,678 208,266
------------ ------------ ------------ ------------
NET INVESTMENT INCOME .................... 568,712 148,523 48,891 1,002,793
------------ ------------ ------------ ------------
REALIZED AND UNREALIZED
GAINS (LOSSES) ON INVESTMENTS
Net realized gains (losses) on security
transactions ....................... (1,243,572) (2,678,409) (5,803,610) 8,422
Net change in unrealized appreciation/
depreciation on investments ........ (5,607,996) (7,869,783) (3,337,162) 488,234
------------ ------------ ------------ ------------
NET REALIZED AND UNREALIZED
GAINS (LOSSES) ON INVESTMENTS ......... (6,851,568) (10,548,192) (9,140,772) 496,656
------------ ------------ ------------ ------------
NET INCREASE (DECREASE) IN
NET ASSETS FROM OPERATIONS ............ $ (6,282,856) $(10,399,669) $ (9,091,881) $ 1,499,449
============ ============ ============ ============
See accompanying notes to financial statements.
29
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,
2009 2008 2009 2008
- --------------------------------------------------------------------------------------------------------
FROM OPERATIONS
Net investment income ................ $ 568,712 $ 653,953 $ 148,523 $ 140,922
Net realized gains (losses)
on security transactions .......... (1,243,572) 4,058,583 (2,678,409) 2,658,874
Net change in unrealized appreciation/
depreciation on investments ....... (5,607,996) (3,044,538) (7,869,783) (2,097,106)
------------ ------------ ------------ ------------
Net increase (decrease) in
net assets from operations ........... (6,282,856) 1,667,998 (10,399,669) 702,690
------------ ------------ ------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income ........... (449,455) (686,283) -- (144,305)
From net realized gains from
security transactions ............. -- (4,206,732) -- (2,818,182)
Return of capital .................... -- -- (127,900) (252,510)
------------ ------------ ------------ ------------
Decrease in net assets from
distributions to shareholders ........ (449,455) (4,893,015) (127,900) (3,214,997)
------------ ------------ ------------ ------------
FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ............ 748,777 379,678 1,613,782 1,161,482
Net asset value of shares issued
in reinvestment of distributions
to shareholders ................... 386,123 4,406,636 117,283 2,884,634
Payments for shares redeemed. ........ (5,388,675) (14,963,870) (4,729,875) (6,345,139)
------------ ------------ ------------ ------------
Net decrease in net assets from
capital share transactions.. ......... (4,253,775) (10,177,556) (2,998,810) (2,299,023)
------------ ------------ ------------ ------------
TOTAL DECREASE IN NET ASSETS .. ......... (10,986,086) (13,402,573) (13,526,379) (4,811,330)
NET ASSETS
Beginning of year .................... 32,057,683 45,460,256 32,316,525 37,127,855
------------ ------------ ------------ ------------
End of year .......................... $ 21,071,597 $ 32,057,683 $ 18,790,146 $ 32,316,525
============ ============ ============ ============
ACCUMULATED UNDISTRIBUTED
(OVERDISTRIBUTED) NET
INVESTMENT INCOME .................... $ (13,328) $ (7,197) $ -- $ --
============ ============ ============ ============
CAPITAL SHARE ACTIVITY
Sold ................................. 72,678 25,189 127,845 60,885
Reinvested ........................... 32,928 311,807 8,974 158,224
Redeemed ............................. (492,194) (989,684) (367,801) (330,547)
------------ ------------ ------------ ------------
Net decrease in shares outstanding ... (386,588) (652,688) (230,982) (111,438)
Shares outstanding, beginning of year 2,475,785 3,128,473 1,937,849 2,049,287
------------ ------------ ------------ ------------
Shares outstanding, end of year ...... 2,089,197 2,475,785 1,706,867 1,937,849
============ ============ ============ ============
See accompanying notes to financial statements.
30
THE JAMESTOWN FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
==================================================================================================================
JAMESTOWN JAMESTOWN TAX EXEMPT
SELECT FUND VIRGINIA FUND
---------------------------- ----------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31,
2009 2008 2009 2008
- ------------------------------------------------------------------------------------------------------------------
FROM OPERATIONS
Net investment income (loss). .................. $ 48,891 $ (1,852) $ 1,002,793 $ 1,002,394
Net realized gains (losses) on
security transactions ....................... (5,803,610) (523,394) 8,422 16,403
Net change in unrealized appreciation/
depreciation on investments ................. (3,337,162) (478,663) 488,234 92,995
------------ ------------ ------------ ------------
Net increase (decrease) in net
assets from operations ......................... (9,091,881) (1,003,909) 1,499,449 1,111,792
------------ ------------ ------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income ..................... (48,891) -- (990,933) (1,005,973)
In excess of net investment income ............. (6,788) -- -- --
From net realized gains from
security transactions ....................... -- (48,775) (3,442) (17,179)
------------ ------------ ------------ ------------
Decrease in net assets from
distributions to shareholders .................. (55,679) (48,775) (994,375) (1,023,152)
------------ ------------ ------------ ------------
FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ...................... 2,033,815 6,625,526 4,688,555 3,083,061
Net asset value of shares issued in reinvestment
of distributions to shareholders ............ 52,968 46,579 845,363 849,870
Payments for shares redeemed. .................. (4,077,051) (1,294,000) (2,402,415) (3,909,118)
------------ ------------ ------------ ------------
Net increase (decrease) in net assets
from capital share transactions ................ (1,990,268) 5,378,105 3,131,503 23,813
------------ ------------ ------------ ------------
TOTAL INCREASE (DECREASE)
IN NET ASSETS .................................. (11,137,828) 4,325,421 3,636,577 112,453
NET ASSETS
Beginning of year .............................. 23,534,567 19,209,146 29,093,377 28,980,924
------------ ------------ ------------ ------------
End of year .................................... $ 12,396,739 $ 23,534,567 $ 32,729,954 $ 29,093,377
============ ============ ============ ============
ACCUMULATED UNDISTRIBUTED
NET INVESTMENT INCOME .......................... $ -- $ -- $ 27,239 $ 15,379
============ ============ ============ ============
CAPITAL SHARE ACTIVITY
Sold ........................................... 260,358 585,751 467,416 305,634
Reinvested ..................................... 7,778 3,937 83,841 84,618
Redeemed ....................................... (555,455) (114,276) (237,160) (389,550)
------------ ------------ ------------ ------------
Net increase (decrease) in shares outstanding .. (287,319) 475,412 314,097 702
Shares outstanding, beginning of year .......... 2,264,544 1,789,132 2,880,740 2,880,038
------------ ------------ ------------ ------------
Shares outstanding, end of year ................ 1,977,225 2,264,544 3,194,837 2,880,740
============ ============ ============ ============
See accompanying notes to financial statements.
31
THE JAMESTOWN BALANCED FUND
FINANCIAL HIGHLIGHTS
=========================================================================================================================
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
- -------------------------------------------------------------------------------------------------------------------------
YEARS ENDED MARCH 31,
----------------------------------------------------------------------
2009 2008 2007 2006 2005
- -------------------------------------------------------------------------------------------------------------------------
Net asset value at beginning of year ......... $ 12.95 $ 14.53 $ 14.97 $ 14.92 $ 15.40
---------- ---------- ---------- ---------- ----------
Income (loss) from investment operations:
Net investment income ..................... 0.25 0.26 0.27 0.26 0.29
Net realized and unrealized gains (losses)
on investments ......................... (2.91) 0.27 0.69 1.06 0.14
---------- ---------- ---------- ---------- ----------
Total from investment operations ............. (2.66) 0.53 0.96 1.32 0.43
---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net investment income ...... (0.20) (0.28) (0.29) (0.27) (0.30)
Distributions from net realized gains ..... -- (1.83) (1.11) (1.00) (0.61)
---------- ---------- ---------- ---------- ----------
Total distributions .......................... (0.20) (2.11) (1.40) (1.27) (0.91)
---------- ---------- ---------- ---------- ----------
Net asset value at end of year ............... $ 10.09 $ 12.95 $ 14.53 $ 14.97 $ 14.92
========== ========== ========== ========== ==========
Total return(a) .............................. (20.75%) 2.97% 6.57% 9.14% 2.83%
========== ========== ========== ========== ==========
Net assets at end of year (000's) ............ $ 21,072 $ 32,058 $ 45,460 $ 56,879 $ 62,235
========== ========== ========== ========== ==========
Ratio of gross expenses to average net assets 1.14% 1.01% 0.94% 0.93% 0.92%
Ratio of net expenses to average net assets(b) 1.05% 0.95% 0.89% 0.89% 0.88%
Ratio of net investment income to
average net assets ........................ 2.10% 1.71% 1.80% 1.72% 1.87%
Portfolio turnover rate ...................... 43% 30% 40% 49% 29%
(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.
32
THE JAMESTOWN EQUITY FUND
FINANCIAL HIGHLIGHTS
=========================================================================================================================
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
- -------------------------------------------------------------------------------------------------------------------------
YEARS ENDED MARCH 31,
----------------------------------------------------------------------
2009 2008 2007 2006 2005
- -------------------------------------------------------------------------------------------------------------------------
Net asset value at beginning of year ......... $ 16.68 $ 18.12 $ 18.45 $ 17.69 $ 18.28
---------- ---------- ---------- ---------- ----------
Income (loss) from investment operations:
Net investment income ..................... 0.08 0.08 0.10 0.07 0.12
Net realized and unrealized gains (losses)
on investments ......................... (5.68) 0.20 1.15 2.11 0.65
---------- ---------- ---------- ---------- ----------
Total from investment operations ............. (5.60) 0.28 1.25 2.18 0.77
---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net investment income ...... -- (0.08) (0.10) (0.07) (0.12)
Distributions from net realized gains ..... -- (1.50) (1.48) (1.35) (1.24)
Return of capital ......................... (0.07) (0.14) -- -- --
---------- ---------- ---------- ---------- ----------
Total distributions .......................... (0.07) (1.72) (1.58) (1.42) (1.36)
---------- ---------- ---------- ---------- ----------
Net asset value at end of year ............... $ 11.01 $ 16.68 $ 18.12 $ 18.45 $ 17.69
========== ========== ========== ========== ==========
Total return(a) .............................. (33.63%) 0.94% 6.92% 12.69% 4.34%
========== ========== ========== ========== ==========
Net assets at end of year (000's) ............ $ 18,790 $ 32,317 $ 37,128 $ 42,770 $ 42,253
========== ========== ========== ========== ==========
Ratio of gross expenses to average net assets 1.15% 0.99% 0.97% 0.97% 0.95%
Ratio of net expenses to average net assets(b) 1.10% 0.95% 0.91% 0.92% 0.90%
Ratio of net investment income
to average net assets ..................... 0.56% 0.38% 0.52% 0.36% 0.63%
Portfolio turnover rate ...................... 69% 46% 53% 60% 34%
(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.
(d) Ratios were determined based on net expenses after expense reimbursements
through a directed brokerage arrangement (Note 4).
See accompanying notes to financial statements.
33
THE JAMESTOWN SELECT FUND
FINANCIAL HIGHLIGHTS
=========================================================================================================
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
- ---------------------------------------------------------------------------------------------------------
YEAR YEAR PERIOD
ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31,
2009 2008 2007 (a)
- ---------------------------------------------------------------------------------------------------------
Net asset value at beginning of period ..................... $ 10.39 $ 10.74 $ 10.00
---------- ---------- ----------
Income (loss) from investment operations:
Net investment income (loss) ............................ 0.02 (0.00)(c) 0.01
Net realized and unrealized gains (losses) on investments (4.11) (0.33) 0.75
---------- ---------- ----------
Total from investment operations ........................... (4.09) (0.33) 0.76
---------- ---------- ----------
Less distributions:
Dividends from net investment income .................... (0.03) -- (0.02)
In excess of net investment income ...................... (0.00)(c) -- --
Dividends from net realized gains ....................... -- (0.02) --
---------- ---------- ----------
Total distributions ........................................ (0.03) (0.02) (0.02)
---------- ---------- ----------
Net asset value at end of period ........................... $ 6.27 $ 10.39 $ 10.74
========== ========== ==========
Total return(b) ............................................ (39.41%) (3.07%) 7.55%(e)
========== ========== ==========
Net assets at end of period (000's) ........................ $ 12,397 $ 23,535 $ 19,209
========== ========== ==========
Ratio of gross expenses to average net assets .............. 1.38% 1.24% 1.47%(d)
Ratio of net expenses to average net assets ................ 1.38% 1.24% 1.25%(d)
Ratio of net investment income (loss) to average net assets 0.26% (0.01%) 0.31%(d)
Portfolio turnover rate .................................... 86% 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.
34
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,
----------------------------------------------------------------------
2009 2008 2007 2006 2005
- -------------------------------------------------------------------------------------------------------------------------
Net asset value at beginning of year ......... $ 10.10 $ 10.06 $ 10.05 $ 10.22 $ 10.57
---------- ---------- ---------- ---------- ----------
Income (loss) from investment operations:
Net investment income ...................... 0.34 0.36 0.37 0.36 0.37
Net realized and unrealized gains
(losses) on investments .................. 0.13 0.05 0.01 (0.17) (0.35)
---------- ---------- ---------- ---------- ----------
Total from investment operations ............. 0.47 0.41 0.38 0.19 0.02
---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net investment income ....... (0.33) (0.36) (0.36) (0.36) (0.37)
Distributions from net realized gains ...... (0.00)(b) (0.01) (0.01) -- --
---------- ---------- ---------- ---------- ----------
Total distributions .......................... (0.33) (0.37) (0.37) (0.36) (0.37)
---------- ---------- ---------- ---------- ----------
Net asset value at end of year ............... $ 10.24 $ 10.10 $ 10.06 $ 10.05 $ 10.22
========== ========== ========== ========== ==========
Total return(a) .............................. 4.77% 4.09% 3.85% 1.83% 0.19%
========== ========== ========== ========== ==========
Net assets at end of year (000's) ............ $ 32,730 $ 29,093 $ 28,981 $ 30,421 $ 31,559
========== ========== ========== ========== ==========
Ratio of gross expenses to average net assets 0.77% 0.77% 0.75% 0.73% 0.72%
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 ......................... 3.31% 3.54% 3.66% 3.50% 3.60%
Portfolio turnover rate ...................... 10% 13% 10% 22% 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.
(b) Represents less than a penny per share.
See accompanying notes to financial statements.
35
THE JAMESTOWN FUNDS
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009
================================================================================
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Jamestown Balanced Fund, The Jamestown Equity Fund, The Jamestown Select
Fund and The Jamestown Tax Exempt Virginia 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. The Trust was organized as a Massachusetts
business trust on July 18, 1988. Other series of this Trust are not incorporated
in this report.
The Jamestown Balanced Fund's investment objectives are long-term growth of
capital and income through investment in a 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 and other equity securities. 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 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. Short-term instruments (those with remaining
maturities of 60 days or less) may be 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
36
THE JAMESTOWN FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
consistent with those established by and under the general supervision of 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.
The Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards No. 157 "Fair Value Measurements" establishes a single
authoritative definition of fair value, sets out a framework for measuring fair
value and requires additional disclosures about fair value measurements.
Various inputs are used in determining the value of each Fund's investments.
These inputs are summarized in the three broad levels listed below:
o Level 1 - quoted prices in active markets for identical securities
o Level 2 - other significant observable inputs
o Level 3 - significant unobservable inputs
The inputs or methodology used for valuing securities are not necessarily an
indication of the risk associated with investing in those securities.
The following is a summary of the inputs used to value each Fund's investments
as of March 31, 2009:
- ---------------------------------------------------------------------------------------------------------
JAMESTOWN
JAMESTOWN JAMESTOWN JAMESTOWN TAX EXEMPT
BALANCED EQUITY SELECT VIRGINIA
FUND FUND FUND FUND
- ---------------------------------------------------------------------------------------------------------
Level 1 - Quoted prices ..................... $ 11,788,649 $ 18,789,737 $ 12,084,172 $ 1,092,367
Level 2 - Other significant observable inputs 9,187,827 -- -- 31,202,942
Level 3 - Significant unobservable inputs ... -- -- -- --
------------ ------------ ------------ ------------
Total ....................................... $ 20,976,476 $ 18,789,737 $ 12,084,172 $ 32,295,309
============ ============ ============ ============
- ---------------------------------------------------------------------------------------------------------
Repurchase agreements -- The Funds 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 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.
If the seller defaults, the fair value of the collateral may decline and
realization of the collateral by the Funds may be delayed or limited.
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.
37
THE JAMESTOWN FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
Distributions to shareholders -- Dividends arising from net investment income,
if any, are declared and paid quarterly to shareholders of The Jamestown
Balanced Fund, The Jamestown Equity Fund and The Jamestown Select Fund.
Dividends arising from net investment income 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.
The tax character of distributions paid during the years ended March 31, 2009
and March 31, 2008 was as follows:
- ---------------------------------------------------------------------------------------------------------
EXEMPT-
YEARS ORDINARY LONG-TERM INTEREST RETURN OF TOTAL
ENDED INCOME CAPITAL GAINS DIVIDENDS CAPITAL DISTRIBUTIONS
- ---------------------------------------------------------------------------------------------------------
Jamestown Balanced Fund 3/31/09 $ 449,455 $ -- $ -- $ -- $ 449,455
3/31/08 $1,028,786 $3,864,229 $ -- $ -- $4,893,015
- ---------------------------------------------------------------------------------------------------------
Jamestown Equity Fund 3/31/09 $ -- $ -- $ -- $ 127,900 $ 127,900
3/31/08 $ 328,829 $2,633,658 $ -- $ 252,210 $3,214,997
- ---------------------------------------------------------------------------------------------------------
Jamestown Select Fund 3/31/09 $ 55,679 $ -- $ -- $ -- $ 55,679
3/31/08 $ 48,775 $ -- $ -- $ -- $ 48,775
- ---------------------------------------------------------------------------------------------------------
Jametown Tax Exempt 3/31/09 $ -- $ 3,442 $ 990,933 $ -- $ 994,375
Virginia Fund 3/31/08 $ -- $ 17,179 $1,005,973 $ -- $1,023,152
- ---------------------------------------------------------------------------------------------------------
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.
38
THE JAMESTOWN FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
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 tax character of distributable earnings (accumulated deficit) at March 31,
2009 was as follows:
- -----------------------------------------------------------------------------------------------
JAMESTOWN
JAMESTOWN JAMESTOWN JAMESTOWN TAX EXEMPT
BALANCED EQUITY SELECT VIRGINIA
FUND FUND FUND FUND
- -----------------------------------------------------------------------------------------------
Cost of portfolio investments .. $ 21,493,822 $ 20,290,985 $ 15,158,847 $ 31,243,920
============ ============ ============ ============
Gross unrealized appreciation .. $ 1,795,531 $ 1,998,570 $ 331,893 $ 1,067,912
Gross unrealized depreciation .. (2,312,877) (3,499,818) (3,406,568) (16,523)
------------ ------------ ------------ ------------
Net unrealized appreciation
(depreciation) on investments (517,346) (1,501,248) (3,074,675) 1,051,389
------------ ------------ ------------ ------------
Accumulated undistributed
ordinary income .............. -- -- -- 12,643
Accumulated undistributed
long-term gains ............. -- -- -- 5,048
Capital loss carryforwards ..... (931,525) (1,615,894) (3,848,385) --
Post-October losses ............ (264,645) (867,989) (2,435,731) --
Other temporary differences .... -- -- -- (12,643)
------------ ------------ ------------ ------------
Total distributable earnings
(accumulated deficit) ....... $ (1,713,516) $ (3,985,131) $ (9,358,791) $ 1,056,437
============ ============ ============ ============
- -----------------------------------------------------------------------------------------------
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.
39
THE JAMESTOWN FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
As of March 31, 2009, The Jamestown Balanced Fund, The Jamestown Equity Fund and
The Jamestown Select Fund had the following capital loss carryforwards for
federal income tax purposes:
- --------------------------------------------------------------------------------
EXPIRES
AMOUNT MARCH 31,
- --------------------------------------------------------------------------------
The Jamestown Balanced Fund $931,525 2017 2017
=============
The Jamestown Equity Fund $ 1,615,894 2017
=============
The Jamestown Select Fund $ 229,908 2016
3,618,477 2017
-------------
$ 3,848,385
=============
- --------------------------------------------------------------------------------
In addition, The Jamestown Balanced Fund, The Jamestown Equity Fund and The
Jamestown Select Fund had net realized capital losses of $264,645, $867,989 and
$2,435,731, respectively, during the period November 1, 2008 through March 31,
2009, which are treated for federal income tax purposes as arising during the
Funds' tax year ending March 31, 2010. These capital loss carryforwards and
"post-October" losses may be utilized in the future years to offset net realized
capital gains, if any, prior to distribution to shareholders.
For the year ended March 31, 2009, The Jamestown Balanced Fund reclassified
$4,216 of overdistributed net investment income against accumulated net realized
losses on the Statements 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 certain debt obligations and paydown
adjustments. Such reclassification had no effect on the Fund's net assets or net
asset value per share.
For the year ended March 31, 2009, The Jamestown Balanced Fund and The Jamestown
Equity Fund reclassified distributions in excess of net realized gains of
$166,457 and $155,647, respectively, against accumulated undistributed net
investment income on the Statements of Assets and Liabilities. In addition, The
Jamestown Balanced Fund and The Jamestown Select Fund reclassified distributions
in excess of net investment income of $36,853 and $6,788, respectively, against
paid-in capital on the Statements of Assets and Liabilities. The Jamestown
Equity Fund reclassified return of capital distributions of $135,024 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.
FASB's Interpretation No. 48 ("FIN 48") "Accounting for Uncertainty in Income
Taxes" 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. As required by FIN 48, management has analyzed the
Funds' tax positions
40
THE JAMESTOWN FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
taken on Federal income tax returns for all open tax years (tax years ended
March 31, 2006 through March 31, 2009) and has concluded that no provision for
income tax is required in these financial statements.
2. INVESTMENT TRANSACTIONS
Investment transactions, other than short-term investments and U.S. government
securities, were as follows for the year ended March 31, 2009:
- ----------------------------------------------------------------------------------------------
JAMESTOWN
JAMESTOWN JAMESTOWN JAMESTOWN TAX EXEMPT
BALANCED EQUITY SELECT VIRGINIA
FUND FUND FUND FUND
- ----------------------------------------------------------------------------------------------
Purchase of investment securities $ 10,653,478 $ 17,137,906 $ 15,432,606 $ 5,355,092
============ ============ ============ ============
Proceeds from sales and maturities
of investment securities ...... $ 12,514,348 $ 19,409,959 $ 17,493,958 $ 2,813,268
============ ============ ============ ============
- ----------------------------------------------------------------------------------------------
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 assets and .55% of such 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 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 assets and .30% of
such assets in excess of $500 million. Certain Trustees and officers of the
Trust are also officers of the Adviser.
During the year ended March 31, 2009, the Adviser voluntarily undertook to limit
the total operating expenses of The Jamestown Tax Exempt Virginia Fund to .69%
of average daily net assets. Accordingly, the Adviser voluntarily waived $24,741
of the Fund's investment advisory fees during the year ended March 31, 2009.
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 respective average daily net
assets up to $25 million; .125% of the next $25 million of such assets; and .10%
of such assets in excess of $50 million. The Jamestown Balanced Fund, The
Jamestown Equity Fund and The Jamestown Select Fund are each subject to a
minimum monthly fee of $4,000. The Jamestown Tax Exempt Virginia Fund is subject
to a minimum monthly fee of $3,500. In addition, each Fund pays out-of-pocket
expenses
41
THE JAMESTOWN FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
including, but not limited to, postage, supplies and costs of pricing 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 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 the Funds' aggregate net assets in
excess of $100 million. In addition, the Funds reimburse Ultimus for reasonable
out-of-pocket expenses, if any, incurred in connection with these services.
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 $24,000 and
$12,000 for The Jamestown Balanced Fund and The Jamestown Equity Fund,
respectively, for the year ended March 31, 2009.
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.
42
THE JAMESTOWN FUNDS
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
================================================================================
The Board of Trustees and Shareholders of
The Jamestown Balanced Fund,
The Jamestown Equity Fund,
The Jamestown Tax Exempt Virginia Fund,
and The Jamestown Select Fund of the Williamsburg Investment Trust:
We have audited the accompanying statements of assets and liabilities, including
the schedules of investments, of The Jamestown Balanced Fund, The Jamestown
Equity Fund, The Jamestown Tax Exempt Virginia Fund, and The Jamestown Select
Fund (the "Funds") (each a series of the Williamsburg Investment Trust), as of
March 31, 2009, 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 periods
indicated therein. 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, 2009, 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
Jamestown Balanced Fund, The Jamestown Equity Fund, The Jamestown Tax Exempt
Virginia Fund, and The Jamestown Select Fund at March 31, 2009, 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 periods indicated therein, in conformity with U.S. generally
accepted accounting principles.
/s/ Ernst & Young LLP
Cincinnati, Ohio
May 21, 2009
43
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 72 Chairman and Since
Manakin-Sabot, VA Trustee June 1991
- -----------------------------------------------------------------------------------------------------------------------
* Austin Brockenbrough III 802 Bayberry Court, Suite 400 72 Trustee and Since
Richmond, VA Vice President September 1988
- -----------------------------------------------------------------------------------------------------------------------
* John T. Bruce 800 Main Street 55 Trustee Since
Lynchburg, VA September 1988
- -----------------------------------------------------------------------------------------------------------------------
Robert S. Harris 100 Darden Boulevard 59 Trustee Since
Charlottsville, VA January 2007
- -----------------------------------------------------------------------------------------------------------------------
J. Finley Lee, Jr. 4488 Pond Apple Drive North 69 Trustee Since
Naples, FL September 1988
- -----------------------------------------------------------------------------------------------------------------------
Richard L. Morrill University of Richmond 69 Trustee Since
Richmond, VA March 1993
- -----------------------------------------------------------------------------------------------------------------------
Harris V. Morrissette 100 Jacintoport Boulevard 49 Trustee Since
Saraland, AL March 1993
- -----------------------------------------------------------------------------------------------------------------------
Samuel B. Witt III 302 Clovelly Road 73 Trustee Since
Richmond, VA November 1988
- -----------------------------------------------------------------------------------------------------------------------
Charles M. Caravati III 1802 Bayberry Court, Suite 400 44 President, Jamestown Since
Richmond, VA Balanced Fund and January 1996
Jamestown Equity Fund;
Vice President, Jamestown
Select Fund
- -----------------------------------------------------------------------------------------------------------------------
Joseph A. Jennings, III 1802 Bayberry Court, Suite 400 46 President, Jamestown Since
Richmond, VA Tax Exempt Virginia Fund July 2005
- -----------------------------------------------------------------------------------------------------------------------
Lawrence B. Whitlock, Jr. 1802 Bayberry Court, Suite 400 61 President, Jamestown Select Since
Richmond, VA Fund; Vice President, February 2002
Jamestown Balanced Fund
and Jamestown Equity Fund
- -----------------------------------------------------------------------------------------------------------------------
Austin Brockenbrough IV 1802 Bayberry Court, Suite 400 39 Vice President, Jamestown Since
Richmond, VA Select Fund August 2006
- -----------------------------------------------------------------------------------------------------------------------
Connie R. Taylor 1802 Bayberry Court, Suite 400 59 Vice President, Jamestown Since
Richmond, VA Balanced Fund and March 1993
Jamestown Equity Fund
- -----------------------------------------------------------------------------------------------------------------------
Robert G. Dorsey 225 Pictoria Drive, Suite 450 52 Vice President Since
Cincinnati, OH November 2000
- -----------------------------------------------------------------------------------------------------------------------
Mark J. Seger 225 Pictoria Drive, Suite 450 47 Treasurer Since
Cincinnati, OH November 2000
- -----------------------------------------------------------------------------------------------------------------------
John F. Splain 225 Pictoria Drive, Suite 450 52 Secretary Since
Cincinnati, OH November 2000
- -----------------------------------------------------------------------------------------------------------------------
Tina H. Bloom 225 Pictoria Drive, Suite 450 40 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.
44
THE JAMESTOWN FUNDS
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(UNAUDITED) (CONTINUED)
================================================================================
Each Trustee oversees ten 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 President of China Doll Rice and Beans Inc. and Dixie
Lily Foods. He is a member of the Board of Directors of BancTrust Financial
Group, Inc. (a bank holding company). In addition, he is Chairman of Azalea
Aviation, Inc. (an airplane fueling company).
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.
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.
45
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 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 1-866-738-1126.
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, 2009. 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 and The Jamestown Select Fund intend to designate up to
a maximum amount of $449,455 and $55,679, respectively, as taxed at a maximum
rate of 15%. The Jamestown Tax Exempt Virginia Fund designates $3,442 as
long-term gain distributions. For the fiscal year ended March 31, 2009, 46% and
100% of the dividends paid from ordinary income by The Jamestown Balanced 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 2009 Form 1099-DIV.
46
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; 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, 2008 through March 31, 2009).
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 or redemption
fees.
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.
47
THE JAMESTOWN FUNDS
ABOUT YOUR FUNDS' EXPENSES (UNAUDITED) (CONTINUED)
================================================================================
Beginning Ending
Account Value Account Value Expenses
October 1, March 31, Paid During
2008 2009 Period*
- --------------------------------------------------------------------------------
THE JAMESTOWN BALANCED FUND
- --------------------------------------------------------------------------------
Based on Actual Fund Return $ 1,000.00 $ 844.20 $ 5.29
Based on Hypothetical 5% Return
(before expenses) $ 1,000.00 $ 1,019.20 $ 5.79
- --------------------------------------------------------------------------------
THE JAMESTOWN EQUITY FUND
- --------------------------------------------------------------------------------
Based on Actual Fund Return $ 1,000.00 $ 731.80 $ 5.53
Based on Hypothetical 5% Return
(before expenses) $ 1,000.00 $ 1,018.55 $ 6.44
- --------------------------------------------------------------------------------
THE JAMESTOWN SELECT FUND
- --------------------------------------------------------------------------------
Based on Actual Fund Return $ 1,000.00 $ 694.10 $ 6.80
Based on Hypothetical 5% Return
(before expenses) $ 1,000.00 $ 1,016.90 $ 8.10
- --------------------------------------------------------------------------------
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
- --------------------------------------------------------------------------------
Based on Actual Fund Return $ 1,000.00 $ 1,054.30 $ 3.53
Based on Hypothetical 5% Return
(before expenses) $ 1,000.00 $1.021.49 $ 3.48
- --------------------------------------------------------------------------------
* 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 182/365 (to reflect the one-half year period).
The Jamestown Balanced Fund 1.15%
The Jamestown Equity Fund 1.28%
The Jamestown Select Fund 1.61%
The Jamestown Tax Exempt Virginia Fund 0.69%
48
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.
49
THE JAMESTOWN FUNDS
DISCLOSURE REGARDING APPROVAL OF INVESTMENT
ADVISORY AGREEMENTS (UNAUDITED)
================================================================================
At an in-person meeting held on February 10, 2009, 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 and The Jamestown Tax Exempt Virginia 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 accounting firm
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
50
THE JAMESTOWN FUNDS
DISCLOSURE REGARDING APPROVAL OF INVESTMENT
ADVISORY AGREEMENTS (UNAUDITED) (CONTINUED)
================================================================================
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 2008 performance of The Jamestown Balanced Fund and The
Jamestown Equity Fund, which exceeded the returns of their respective primary
benchmark and Lipper category average, as well as the longer term performance of
such Funds, LB&C has provided quality portfolio management services to the
Funds; (ii) the performance of The Jamestown Tax Exempt Virginia Fund has been
extremely good, as the Fund's return for 2008 ranked within the 2nd percentile
of comparably managed funds according to Morningstar, Inc. and the Fund
maintained a 4-star Morningstar rating overall and a 5-star Morningstar rating
for 3 years as of December 31, 2008; (iii) although The Jamestown Select Fund
trailed the returns of its primary benchmark and the average of its Lipper
category for 2008, the Fund's performance since inception on October 31, 2006 is
competitive with such returns; (iv) the investment advisory fees of The
Jamestown Balanced Fund, The Jamestown Equity Fund and The Jamestown Select Fund
are competitive with comparably managed funds and each Fund's operating expense
ratio is lower than or equal to the average expense ratio for comparably managed
funds, according to statistics derived from Morningstar; and (v) the investment
advisory fees and operating expense ratio of The Jamestown Tax Exempt Virginia
Fund are lower than the average advisory fees and operating expense ratios for
comparably managed funds, according to statistics derived from Morningstar,
particularly after factoring in voluntary fee waivers by LB&C. 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.
51
================================================================================
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
Samuel B. Witt, III
================================================================================
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 $136,310 and $140,992 with
respect to the registrant's fiscal years ended March 31, 2009 and
2008, 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. The aggregate fees billed for professional services
rendered by the principal accountant for tax compliance, tax advice,
and tax planning were $0 and $27,500 with respect to the
registrant's fiscal years ended March 31, 2009 and 2008,
respectively. The services comprising these fees are the preparation
of the registrant's federal income tax returns.
(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) During the fiscal years ended March 31, 2009 and 2008, aggregate
non-audit fees of $0 and $27,500, respectively, were billed by the
registrant's principal accountant for services rendered to the
registrant. No non-audit fees were billed in either of the last two
fiscal years by the registrant's principal accountant for services
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
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By (Signature and Title)* /s/ John F. Splain
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John F. Splain, Secretary
Date May 28, 2009
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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
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John T. Bruce, President (FBP Value Fund and FBP
Balanced Fund)
Date May 28, 2009
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By (Signature and Title)* /s/ Thomas W. Leavell
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Thomas W. Leavell, President (The Government
Street Equity Fund, The Government Street Mid-Cap
Fund and The Alabama Tax Free Bond Fund)
Date May 28, 2009
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By (Signature and Title)* /s/ Charles M. Caravati III
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Charles M. Caravati III, President (The Jamestown
Balanced Fund and The Jamestown Equity Fund)
Date May 28, 2009
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By (Signature and Title)* /s/ Joseph A. Jennings III
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Joseph A. Jennings III, President (The Jamestown
Tax Exempt Virginia Fund)
Date May 28, 2009
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By (Signature and Title)* /s/ Lawrence B. Whitlock, Jr.
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Lawrence B. Whitlock, Jr., President (The
Jamestown Select Fund)
Date May 28, 2009
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By (Signature and Title)* /s/ Joseph L. Antrim III
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Joseph L. Antrim III, President (The Davenport
Core Fund)
Date May 28, 2009
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By (Signature and Title)* /s/ Mark J. Seger
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Mark J. Seger, Treasurer
Date May 28, 2009
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* Print the name and title of each signing officer under his or her signature.