1933 Act Registration No. 333-204300

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

[ X ] Pre-Effective Amendment No. 1

[    ] Post-Effective Amendment No. __

(Check appropriate box or boxes)

WILLIAMSBURG INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)

225 Pictoria Drive, Suite 450

Cincinnati, Ohio  45246

(Address of Principal Executive Offices)

Registrant’s Telephone Number: (513) 587-3400

W. Lee H. Dunham, Esq.

Sullivan & Worcester LLP

One Post Office Square

Boston, Massachusetts 02109

(Name and Address of Agent for Service)

Copies to:

Tina H. Bloom, Esq.

Ultimus Fund Solutions, LLC

225 Pictoria Drive, Suite 450

Cincinnati, Ohio 45246

As soon as practicable after this Registration Statement becomes effective.

(Approximate Date of Proposed Public Offering)

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Shares of beneficial interest of The Jamestown Equity Fund

(Title of Securities Being Registered)

No filing fee is due because an indefinite number of shares have been deemed to be registered in reliance on Section 24(f) under the Investment Company Act of 1940, as amended.

The Jamestown Balanced Fund

a series of

Williamsburg Investment Trust

1802 Bayberry Court, Suite 400

Richmond, Virginia 23226

We are writing to let you know about important developments involving The Jamestown Balanced Fund.  Lowe, Brockenbrough & Company (“LB&C”), the investment advisor to the Jamestown Funds, after careful consideration, has proposed a tax-free reorganization of The Jamestown Balanced Fund into another series of the Trust, The Jamestown Equity Fund.  Your fund’s current operating expenses are expected to be reduced following the reorganization since The Jamestown Equity Fund has a lower expense ratio than The Jamestown Balanced Fund. Moreover, shareholders will not pay any costs associated with the reorganization, which will be borne by LB&C.  As a shareholder of The Jamestown Balanced Fund, you are being asked to vote on this proposal.

The reorganization is designed to achieve economies of scale by combining The Jamestown Balanced Fund with The Jamestown Equity Fund.  On the date of the reorganization, your shares will automatically be converted into shares of The Jamestown Equity Fund, which has similar investment objectives, investment strategies and risk factors as The Jamestown Balanced Fund.  In fact, all of the equity securities held by The Jamestown Balanced Fund are also held by The Jamestown Equity Fund. However, there are essential differences between the funds. Most importantly, The Jamestown Equity Fund does not offer any exposure to fixed income investments; instead, it invests primarily in a diversified portfolio of domestic equity securities.  As a result, the net asset value of The Jamestown Equity Fund may fluctuate more due to changes in the stock market than that of The Jamestown Balanced Fund. Because the two funds do not have identical investment objectives and strategies, shareholders must consider if the resulting investment in The Jamestown Equity Fund is consistent with their investment objectives.

We believe the combination of the two series of the Trust will provide the opportunity for improved operating efficiencies as the fixed costs of operating a mutual fund can be spread over a larger pool of assets.  As a result of the larger asset size of the combined fund, the projected expense ratio of The Jamestown Equity Fund is expected to be lower following the reorganization.  Because the process used by LB&C to select equity investments in the Funds is substantially identical and the portfolio of equity securities held by each Fund is substantially the same (except for differences in proportions), the reorganization is designed to reduce product overlap in the Trust by combining The Jamestown Balanced Fund with The Jamestown Equity Fund.  In addition, LB&C believes shareholders have the ability to obtain cost-effective, diversified fixed income exposure from investments other than The Jamestown Balanced Fund, such as through exchange-traded funds (“ETFs”), index funds or actively managed mutual funds.  For these and other reasons, shareholders are expected to benefit from the reorganization.

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On July 17, 2015 at 10:00 a.m., at the offices of Ultimus Fund Solutions, LLC, the Trust’s transfer agent, 225 Pictoria Drive, Suite 450, Cincinnati Ohio 45246, a Special Meeting of Shareholders will be held.  The purpose of the meeting is to consider and approve an Agreement and Plan of Reorganization providing for the reorganization of The Jamestown Balanced Fund into The Jamestown Equity Fund. If the reorganization is approved and completed, you will become a shareholder of The Jamestown Equity Fund.

Formal notice of this Meeting appears in the enclosed Prospectus/Proxy Statement as well as a description of the proposed reorganization.  The Agreement and Plan of Reorganization is attached as Appendix A to the Prospectus/Proxy Statement.  The Board of Trustees believes that this transaction is in the best interests of shareholders of The Jamestown Balanced Fund and has unanimously recommended that shareholders vote “FOR” the proposal.

In connection with the reorganization you should note the following:

The Board of Trustees of the Trust has fixed the close of business on June 12, 2015 as the record date for the Meeting.  Shareholders of record on that date are entitled to notice of, and to vote at the Meeting.  Your vote is important no matter how many shares you own.  In addition to voting by mail, you may vote by telephone or through the Internet as follows:

We encourage you to vote by telephone or through the internet using the control number that appears on the enclosed proxy card.  Use of telephone or internet voting will reduce the time and costs associated with this proxy solicitation.  Whichever method you choose, please read the enclosed Prospectus/Proxy Statement carefully before you vote.

If you have any questions after considering the enclosed materials, please call 1-866-738-1126.  Please take this opportunity to vote.  Thank you for your participation and for your continued support.

 

Respectfully,

 

 

Charles M. Caravati, III, CFA

President, The Jamestown Balanced Fund

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To Shareholders of The Jamestown Balanced Fund:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the “Meeting”) of The Jamestown Balanced Fund, a series of Williamsburg Investment Trust (the “Trust”), will be held at 10:00 a.m. Eastern Time on July 17, 2015, at the offices of Ultimus Fund Solutions, LLC at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, to consider and vote on the following:

1.  Approval of the Agreement and Plan of Reorganization and related transactions that provide for the transfer of all of the assets of The Jamestown Balanced Fund to The Jamestown Equity Fund in exchange for shares of The Jamestown Equity Fund and the assumption by The Jamestown Equity Fund of the known liabilities of The Jamestown Balanced Fund, and the distribution of such shares to shareholders in complete liquidation of The Jamestown Balanced Fund, all as described in the attached Prospectus/Proxy Statement.

2.  To transact any other business that may properly come before the Meeting or any postponement or adjournment thereof.

The proposed reorganization is described in the attached Prospectus/Proxy Statement. The Agreement and Plan of Reorganization is attached as Appendix A to the Prospectus/Proxy Statement.

The Board of Trustees of the Trust has fixed the close of business on June 12, 2015 as the record date for the Meeting.  Shareholders of record on that date are entitled to notice of, and to vote at, the Meeting.

 

By Order of the Board of Trustees,

 

Charles M. Caravati, III, CFA

President

The Jamestown Balanced Fund

June 25, 2015

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PROSPECTUS/PROXY STATEMENT

June 25 2015

Acquisition of tahe Assets and Liabilities of

The Jamestown Balanced Fund (JAMBX)

a series of

Williamsburg Investment Trust

1802 Bayberry Court, Suite 400

Richmond, Virginia 23226

(1-866-738-1126)

By and in Exchange for Shares of

The Jamestown Equity Fund (JAMEX)

a series of

Williamsburg Investment Trust

This Prospectus/Proxy Statement is being furnished to shareholders of The Jamestown Balanced Fund, a series of Williamsburg Investment Trust (the “Trust”), in connection with a Meeting of Shareholders of The Jamestown Balanced Fund (the “Meeting”) to be held at 10:00 a.m. Eastern Time on July 17, 2015, at the offices of the Trust’s transfer agent, Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.  At the Meeting, shareholders of The Jamestown Balanced Fund will be asked to approve an Agreement and Plan of Reorganization, pursuant to which The Jamestown Balanced Fund will be reorganized into The Jamestown Equity Fund (the “Reorganization”). The Jamestown Balanced Fund and The Jamestown Equity Fund are referred to herein collectively as the “Funds” and individually as a “Fund.”

 

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This Prospectus/Proxy Statement concisely sets forth information you should know before voting on the following proposal:

Please read this Prospectus/Proxy Statement carefully and keep it for future reference.  This Prospectus/Proxy Statement and related proxy materials are first being made available to shareholders on or about June 25, 2015.  Shareholders of record as of the close of business on June 12, 2015 are entitled to vote at the Meeting and any adjournments thereof.

Additional information concerning each Fund and the Reorganization is contained in the documents described below, all of which have been filed with the Securities and Exchange Commission (“SEC”) and are hereby incorporated by reference into this Prospectus/Proxy Statement.

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All of the foregoing Fund documents can be viewed online or downloaded from the EDGAR database without charge on the SEC’s Internet site at www.sec.gov.  Shareholders can review and copy information about the Funds by visiting the SEC’s Public Reference Room in Washington, D.C. 20549-1520. Shareholders can obtain copies, upon payment of a duplicating fee, by sending an e-mail request to publicinfo@sec.gov or by writing the Public Reference Section Washington D.C., 20549-1520.  Information on the operation of the Public Reference Room may be obtained by calling 1-202-551-8090.

This Prospectus/Proxy Statement relates to the reorganization of The Jamestown Balanced Fund into The Jamestown Equity Fund.  In the reorganization, all of the assets of The Jamestown Balanced Fund will be acquired by The Jamestown Equity Fund in exchange for shares of The Jamestown Equity Fund.  Following shareholder approval, shares of The Jamestown Equity Fund will be distributed to the shareholders of The Jamestown Balanced Fund in accordance with their respective percentage ownership interests in The Jamestown Balanced Fund on the closing date, which is expected to be on or around July 28, 2015.  The Jamestown Balanced Fund will then be terminated.  These events, collectively, are referred to in this Prospectus/Proxy Statement as the “Reorganization.”

It is intended that, as a result of the proposed Reorganization, each of The Jamestown Balanced Fund’s shareholders will receive on a tax-free basis (for U.S. federal income tax purposes) a number of full and fractional shares of The Jamestown Equity Fund with an aggregate net asset value equal to the aggregate net asset value of the shares of The Jamestown Balanced Fund held by such shareholder immediately prior to the closing of the Reorganization.

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Until the closing date, shareholders of The Jamestown Balanced Fund will continue to be able to redeem their shares at the next determined share price after receipt of a redemption request in proper form by Ultimus Fund Solutions, LLC, the Fund’s transfer agent (the “Transfer Agent”).  (See “How to Redeem Shares” in The Jamestown Balanced Fund’s Prospectus dated August 1, 2014.) If the Reorganization is consummated, shareholders will be free to redeem shares of The Jamestown Equity Fund they receive in the transaction at the next determined share price after receipt of a redemption request in proper form by the Transfer Agent.

Shareholders of The Jamestown Balanced Fund are being asked to approve the Agreement and Plan of Reorganization.  A copy of the Agreement and Plan of Reorganization is attached as Appendix A.  By approving the Agreement and Plan of Reorganization, The Jamestown Balanced Fund’s shareholders are approving the Reorganization, which includes the liquidation and termination of The Jamestown Balanced Fund. The Agreement and Plan of Reorganization has been approved by the Board of Trustees of the Trust.

If The Jamestown Balanced Fund’s shareholders do not approve the Reorganization, the Board of Trustees of the Trust will consider what other action, if any, should be taken in the best interests of The Jamestown Balanced Fund and its shareholders.  Possible alternatives to the Reorganization may include liquidating The Jamestown Balanced Fund or the continued operation of the Fund.

 

The Reorganization is being proposed in order to achieve operating efficiencies and lower operating expenses and to provide an opportunity for a more efficient investment management process.  The Reorganization may benefit you by reducing operating expenses due to the spreading of fixed costs over a larger pool of assets.  Your fund’s current operating expenses are expected to be reduced since The Jamestown Equity Fund has a lower expense ratio than The Jamestown Balanced Fund.

The Trustees of the Trust, including the Trustees who are not “interested persons,” as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), of the Trust (the “Independent Trustees"), have concluded that the Reorganization will be in the best interests of shareholders of The Jamestown Balanced Fund and that their interests will not be diluted as a result of the Reorganization. Before approving the Agreement and Plan of Reorganization, the Trustees considered the similarities in the investment objectives and principal investment strategies of The Jamestown Balanced Fund and The Jamestown Equity Fund, as well as the other potential benefits (i.e. lower operating expenses) of the Reorganization to shareholders of The Jamestown Balanced Fund.  The Board of Trustees of the Trust believes that the completion of the proposed Reorganization will enable shareholders of The Jamestown Balanced Fund to benefit from, among other things:

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After careful consideration, the Board of Trustees of the Trust determined that the proposed Reorganization is in the best interests of The Jamestown Balanced Fund and its shareholders.  The Board strongly urges you to vote FOR approval of the Reorganization.

As shown in the expense table below, the annual expense ratio of The Jamestown Equity Fund after the Reorganization is expected to be lower than the annual expense ratio of The Jamestown Balanced Fund.  The advisory fees accrued by each Fund during the most recently completed fiscal year were at the rate of 0.65% of the Fund’s average daily net assets; however the advisory fee paid by The Jamestown Balanced Fund was equal to 0.59% of the Fund’s average daily net assets after voluntary fee waivers by Lowe, Brockenbrough & Company (“LB&C”).  The following table shows the fees and expenses of each Fund for its most recently audited fiscal year as well as the pro forma fees and expenses for The Jamestown Equity Fund for its fiscal year ending March 31, 2016 assuming that the Reorganization occured on July 28, 2015.  The examples following the table will help you compare the cost of investing in The Jamestown Balanced Fund with the estimated cost of investing in The Jamestown Equity Fund (based on the pro forma fees and expenses) after the Reorganization.

Expense Example. This example is intended to help you compare the cost of investing in The Jamestown Balanced Fund with the cost of investing in The Jamestown Equity Fund. The examples assume that you invest $10,000 for the time periods indicated. The examples also assume that your investment has a 5% return each year and that each Fund’s operating expenses remain the same.  All expense information is based on the information set forth in the expense table above, including pro forma expense information for The Jamestown Equity Fund.  Your actual costs may be higher or lower than those shown below.

 

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	The Jamestown Balanced Fund	The Jamestown Equity Fund	Pro Forma: The Jamestown Equity Fund
1 Year	$137	$111	$98
3 Years	$428	$347	$306
5  Years	$739	$601	$531
10 Years	$1,624	$1,329	$1,178

 

The Funds have similar investment objectives and principal investment strategies with respect to their equity investments.  The investment objectives of The Jamestown Balanced Fund are long-term growth of capital and income.  Capital protection and low volatility are important investment goals.  The Jamestown Balanced Fund will normally hold at least 25% of its net assets and up to 75% of its net assets in fixed income securities and at least 25% of its net assets and up to 75% of its net assets in equity securities.    The investment objective of The Jamestown Equity Fund is long-term growth of capital.  Current income is incidental to this objective and may not be significant.  Under normal circumstances, at least 80% of The Jamestown Equity Fund’s net assets (including the amount of any borrowings for investment purposes) will be invested in equity securities.

The Funds have substantially similar principal investment strategies with respect to their equity investments.  The primary difference between the investment strategies of the Funds is that The Jamestown Balanced Fund seeks long-term growth of capital and income while The Jamestown Equity Fund seeks long-term growth of capital.  The percentage of assets invested in equity and fixed income securities by The Jamestown Balanced Fund will vary from time to time based upon LB&C’s judgment of general market and economic conditions, trends in yields and interest rates and changes in fiscal or monetary policies.  LB&C considers the goals of capital protection and low volatility when adjusting the Fund’s portfolio allocation between equity securities and fixed income securities.  LB&C believes that, by utilizing these investment strategies, The Jamestown Balanced Fund’s net asset value may not rise as rapidly as the stock market (as represented by the S&P 500 Index) during rising market cycles, but would not suffer as great a decline as the S&P 500 Index during declining market cycles.

The average maturity of the fixed income portion of The Jamestown Balanced Fund’s portfolio will typically vary from 3 to 12 years and will be shifted to reflect LB&C’s assessment of changes in credit conditions, international currency markets, economic conditions, fiscal policy, monetary policy and political climate.  The Jamestown Balanced Fund will normally hold at least 25% of its net assets and up to 75% of its net assets in fixed income securities and at least 25% of its net assets and up to 75% of its net assets in equity securities.  As of March 31, 2015, 29.3% of the portfolio of The Jamestown Balanced Fund consisted of fixed income securities.  After obtaining shareholder approval of the Reorganization, these fixed income securities will be sold by The Jamestown Balanced Fund prior to the consummation of the Reorganization. The securities that comprise the fixed income portion of The Jamestown Balanced Fund’s portfolio are expected to be sold during the period of July 17, 2015 to July 28, 2015. The Jamestown Balanced Fund will bear the cost of any brokerage fees and expenses incurred as a result of the sale of the Fund’s fixed income securities; however, we do not believe that any such costs and expenses will be incurred in selling the fixed income securities, although dealer markdowns may be incurred.  It is also expected that capital gains of approximately $80,000 ($0.06 per share) will be generated by the sale of the fixed income securities, which will be distributed to shareholders of The Jamestown Balanced Fund immediately prior to the Reorganization.

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The process used by LB&C to select equity investments for the Funds is substantially similar and the portfolio of equity securities held by each Fund is substantially the same, except for differences in proportions.  LB&C seeks financially strong, relatively large companies that offer above average earnings and relatively modest valuations.  LB&C uses a multi-factor screening process within a defined universe comprised of the stocks in the S&P 500 Index and the 50 largest capitalization stocks in the S&P 400 MidCap Index to select investments for each Fund.  The process emphasizes securities with the most compelling earnings and valuation profiles based upon a variety of characteristics, including earnings momentum, earnings volatility, earnings estimate revisions, earnings surprises and price/earnings ratios.

As of March 31, 2015, common stocks comprised 65.1% of the portfolio of The Jamestown Balanced Fund and 93.4% of the portfolio of The Jamestown Equity Fund.  As of March 31, 2015, the Funds had identical common stock holdings, although the amounts held varied, as The Jamestown Equity Fund had a larger position in each equity holding than The Jamestown Balanced Fund.

Although each Fund’s equity securities consist primarily of common stocks, each may invest a portion of its assets in other equity securities, including exchange-traded funds (“ETFs”), preferred stocks, convertible preferred stocks and convertible bonds that are rated at the time of purchase in the four highest grades assigned by a nationally recognized rating agency, or unrated securities determined by LB&C to be of comparable quality.  As of March 31, 2015, each Fund held one identical ETF.  The ETF comprised 1.4% of the portfolio of The Jamestown Balanced Fund and 2.0% of the portfolio of The Jamestown Equity Fund.

An equity security may be sold by the Funds when it no longer meets LB&C’s investment criteria, when there are more attractive investment opportunities or when the fundamentals of the issuer’s business or general market conditions have changed.  For a description of each Fund’s portfolio investments, see the March 31, 2015 Annual Report for The Jamestown Funds.

For more information regarding the principal investment strategies of the Funds, see ”Principal Investment Strategies” in Appendix B.

Because the investment process for the selection of equity securities and the equity holdings as of March 31, 2015 are identical for each Fund (except for the proportions), they are both subject to the same risks associated with equity investments.  The difference in risk characteristics between the Funds is that a portion of The Jamestown Balanced Fund’s portfolio consists of fixed income securities and is therefore subject to the risks associated with fixed income investments. The value of the fixed income securities held by The Jamestown Balanced Fund will fluctuate based on a variety of factors, including: interest rates, general bond market conditions, the maturity of the security and the creditworthiness of an issuer. The net asset value of The Jamestown Equity Fund may fluctuate more due to changes in the stock market than that of The Jamestown Balanced Fund. Because the two Funds do not have identical investment strategies, shareholders must consider if the resulting investment in The Jamestown Equity Fund is consistent with their investment objectives.

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Each Fund is subject to the risk that you could lose all or a portion of the money you invest and there is no assurance that either Fund will achieve its investment objective(s).  Upon redemption, an investment in either Fund may be worth less than its original cost.  Each Fund, by itself, does not provide a complete investment program.  Because the Funds are actively managed, they are subject to the risk that the investment strategies, techniques and risk analyses employed by LB&C may not produce the desired results.  LB&C’s method of security selection may not be successful and could cause a Fund to underperform other funds with similar investment strategies. Also, because the Funds’ equity investment selections are chosen from a defined universe of the stocks in the S&P 500 Index and the 50 largest stocks in the S&P 400 MidCap Index, the Funds are subject to the risks of investing in larger capitalization companies.  Larger capitalization companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes, and may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

For more information regarding the principal risks of the Funds, see ”Principal Risks” in Appendix C.

The following charts show the past performance record of each Fund for the past ten calendar years.  The charts give you an indication of the risks and variability of investing in the Funds by showing how their performance has varied from year to year.  Each Fund can also experience short-term performance swings as indicated in the high and low quarter information at the bottom of each chart.  How a Fund has performed in the past is not necessarily an indication of how the Fund will perform in the future.  Updated performance information, current to the most recent month-end, is available by calling 1-866-738-1126.

 

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Average Annual Total Returns for Periods Ended December 31, 2014:
The Jamestown Balanced Fund	1 Year	5 Years	10 Years
Return Before Taxes	7.00%	10.26%	6.04%
Return After Taxes on Distributions(1)	4.22%	8.89%	4.63%
Return After Taxes on Distributions and Sale of Fund Shares(1)	6.03%	8.04%	4.71%
Standard & Poor’s 500 Index (reflects no deduction for fees, expenses or taxes)(2)	13.69%	15.45%	7.67%
60% S&P 500 Index/40%Barclays Intermediate U.S. Government/Credit Index (reflects no deduction for fees, expenses or taxes)(3)	9.43%	10.78%	6.52%
The Jamestown Equity Fund	1 Year	5 Years	10 Years
Return Before Taxes	9.68%	13.97%	6.89%
Return After Taxes on Distributions(1)	6.60%	12.85%	5.90%
Return After Taxes on Distributions and Sale of Fund Shares(1)	7.84%	11.17%	5.55%
Standard & Poor’s 500 Index  (reflects no deduction for fees, expenses or taxes)(2)	13.69%	15.45%	7.67%

 

For a detailed discussion of the manner of calculating total return, please see the Funds’ Statement of Additional Information.  Generally, the calculations of total return assume the reinvestment of all dividends and capital gains distributions on the reinvestment date and the deduction of all recurring expenses that were charged to shareholder accounts.

Important information about the Funds’ performance is also contained in the Letter to Shareholder section of The Jamestown Funds’ most recent annual report.

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The Reorganization will not affect your right to purchase and redeem shares, to exchange shares and to receive distributions.  After the Reorganization, you will be able to purchase additional shares, redeem shares, and receive distributions of The Jamestown Equity Fund in the same manner as you did for your shares of The Jamestown Balanced Fund before the Reorganization.  The minimum initial investment in each Fund is $5,000 or $1,000 for tax deferred retirement accounts.  The minimum additional investment in the Funds is $100 for participants in the automatic investment plan and these requirements will remain the same following the Reorganization.

After the Reorganization, shareholders who receive shares of The Jamestown Equity Fund in connection with the Reorganization will be able to purchase additional shares of The Jamestown Equity Fund, subject to the rights and restrictions currently in place for the Funds.

Lowe, Brockenbrough & Company (“LB&C”) is the investment adviser to each of the Funds.  LB&C is responsible for furnishing an investment program for the Funds, making the day-to-day investment decisions and arranging the execution of portfolio transactions. LB&C is located at 1802 Bayberry Court, Suite 400, Richmond, Virginia 23226 and has approximately $2.2 billion of assets under management as of March 31, 2015.  The controlling shareholder of LB&C is Austin Brockenbrough, III who is a founding partner, Managing Director and Chairman of the Board of Directors of LB&C.

The co-portfolio managers for The Jamestown Balanced Fund are Charles M. Caravati, III, CFA, Lawrence B. Whitlock, Jr., CFA and Joseph A. Jennings, III, CFA.  The co-portfolio managers for The Jamestown Equity Fund are Charles M. Caravati, III, CFA and Lawrence B. Whitlock, Jr. LB&C and the portfolio managers of The Jamestown Equity Fund will continue to manage The Jamestown Equity Fund in their same capacities following the Reorganization.  Since Joseph A. Jennings, III, CFA was primarily responsible for managing the fixed-income portion of The Jamestown Balanced Fund, he will not be involved in the portfolio management of The Jamestown Equity Fund following the Reorganization.

The business experience of the portfolio managers for The Jamestown Equity Fund is described below:

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The Funds have similar advisory fee rates and advisory fee structures, although there are differences in the fee breakpoints.  The fee structure for The Jamestown Balanced Fund contains an additional fee breakpoint at $250 million of assets which could result in lower advisory fees payable by The Jamestown Balanced Fund if it reached that asset level.  The advisory fee structure for The Jamestown Balanced Fund provides for payment of an investment advisory fee at the annual rate of 0.65% on the first $250 million of the average value of its daily net assets; 0.60% on the next $250 million of average daily net assets; and 0.55% on assets over $500 million.   The advisory fee structure for The Jamestown Equity Fund provides for payment of an investment advisory fee at the annual rate of 0.65% on the first $500 million of the average value of its daily net assets; and 0.55% on assets over $500 million.  LB&C currently is voluntarily waiving a portion of its investment advisory fees for The Jamestown Balanced Fund in an amount of $500 per month.  LB&C will continue to waive its fees as necessary in order to maintain The Jamestown Balanced Fund's total operating expenses at their current level until the Reorganization.  LB&C does not currently waive advisory fees for The Jamestown Equity Fund and has no current intention of doing so after the Reorganization.  During the fiscal year ended March 31, 2015, The Jamestown Balanced Fund paid advisory fees (after voluntary fee waivers) equal to 0.59% of its average daily net assets and The Jamestown Equity Fund paid advisory fees equal to 0.65% of its average daily net assets.

Shareholders of The Jamestown Balanced Fund will receive shares of The Jamestown Equity Fund in an amount equal to the aggregate net asset value of The Jamestown Balanced Fund shares exchanged therefor.

The Reorganization is intended to be a tax-free reorganization for U.S. federal income tax purposes. This means that neither The Jamestown Balanced Fund nor shareholders of The Jamestown Balanced Fund are expected to recognize a gain or loss directly as a result of the Reorganization.  It should be noted, however, that The Jamestown Balanced Fund may make one or more distributions to shareholders prior to the closing of the Reorganization.  Any such distribution generally will be taxable to shareholders as ordinary income or a capital gain.

The adjusted tax basis of The Jamestown Balanced Fund’s shares is expected to carry over to shareholders’ new shares in The Jamestown Equity Fund that are received in the Reorganization in exchange for those Jamestown Balanced Fund shares, and the holding period in the shares of The Jamestown Equity Fund received is expected to be determined by including the holding period of those Jamestown Balanced Fund shares, provided that the shareholder held those Jamestown Balanced Fund shares as capital assets on the date of the Reorganization.

At any time prior to the consummation of the Reorganization, a shareholder may redeem shares, resulting in recognition of gain or loss for U.S. federal income tax purposes if the shares are held in a taxable account.  Please see “U.S. Federal Income Tax Consequences,” below for additional information.

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LB&C has agreed to pay all costs and expenses in connection with the Reorganization, which include the cost of preparing, printing and mailing this Prospectus/Proxy Statement and all other costs in connection with the Reorganization. Shareholders of The Jamestown Balanced Fund will not bear the costs of the Reorganization, except they will bear the cost of any brokerage fees and expenses incurred as a result of selling the fixed income securities held by The Jamestown Balanced Fund prior to the Reorganization; however, we do not believe that any such costs and expenses will be incurred in selling the fixed income securities, although dealer markdowns may be incurred.  LB&C will pay all of the expenses of the Reorganization, even in the event the Reorganization is not consummated.

Introduction. This Prospectus/Proxy Statement is furnished in connection with the solicitation of proxies from shareholders of The Jamestown Balanced Fund by and on behalf of the Board of Trustees of the Trust for use at the Meeting.

Terms of the Proposed Reorganization. Shareholders of The Jamestown Balanced Fund are being asked to vote for the approval of the Agreement and Plan of Reorganization.  If approved by The Jamestown Balanced Fund’s shareholders, the Reorganization is expected to occur on or around July 28, 2015, or such other date as the parties may agree, under the Agreement and Plan of Reorganization (the “Closing Date”).  If the Agreement and Plan of Reorganization is not approved by the shareholders of The Jamestown Balanced Fund, the Board of Trustees of the Trust will consider what other action, if any, should be taken in the best interests of The Jamestown Balanced Fund and its shareholders.  Possible alternatives to the Reorganization may include liquidating The Jamestown Balanced Fund or the continued operation of the Fund.

The following is a brief summary of the principal terms of the Agreement and Plan of Reorganization.  This summary is qualified in its entirety by the Agreement and Plan of Reorganization attached to this Prospectus/Proxy Statement as Appendix A. You should read Appendix A for a more complete understanding of the Agreement and Plan of Reorganization.

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The Reorganization requires approval by shareholders of The Jamestown Balanced Fund and satisfaction of a number of other conditions.  The Reorganization may be terminated at any time under certain other circumstances.

The Jamestown Equity Fund Shares.  If the Reorganization occurs, shareholders of The Jamestown Balanced Fund will receive shares of The Jamestown Equity Fund in an amount equal to the aggregate net asset value of The Jamestown Balanced Fund shares exchanged therefor.  The Jamestown Equity Fund shares that a Jamestown Balanced Fund shareholder will receive will have the following characteristics:

Factors Considered by the Board of Trustees of the Trust

The Reorganization will combine two series of the Trust having similar investment objectives and investment policies into one series and is designed to achieve operating efficiencies due to the spreading of fixed costs over a larger pool of assets.  At a regular meeting held on May 19, 2015, all of the Trustees of the Trust, including the Independent Trustees, considered and approved the Reorganization.  They determined that the Reorganization was in the best interests of existing shareholders of The Jamestown Balanced Fund and that their interests would not be diluted as a result of the transaction contemplated by the Reorganization.

Before approving the Agreement and Plan of Reorganization, the Trustees evaluated extensive information provide by management of the Trust and reviewed various factors about the Funds and the proposed Reorganization.  The Trustees considered the relative asset size of The Jamestown Balanced Fund, including the benefits of combining the assets of The Jamestown Balanced Fund and The Jamestown Equity Fund to create a larger combined entity.  As of March 31, 2015, the total assets of The Jamestown Balanced Fund were $18,254,172 and the total assets of The Jamestown Equity Fund were $29,595,936.  If the Reorganization were completed as of that date, The Jamestown Equity Fund would have total assets of approximately $47,850,108.

The Trustees considered that the operating expenses of The Jamestown Equity Fund upon completion of the Reorganization are projected to be less than those of The Jamestown Balanced Fund.  The Trustees considered the similarities of the Funds’ investment processes and investment portfolios, noting that as of March 31, 2015, the Funds had identical equity security holdings, though The Jamestown Equity Fund held a larger position in each equity security than The Jamestown Balanced Fund. The Trustees further considered the performance records of the Funds and noted that the annualized performance of The Jamestown Equity Fund for the 1-, 5-, 10- and 20-year periods ended March 31, 2015 was higher than that of The Jamestown Balanced Fund, which invests in both equity and fixed income securities.

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In addition, the Trustees considered, among other things:

After reviewing the foregoing factors, the Trustees of the Trust, in their business judgment, determined that the Reorganization is in the best interests of The Jamestown Balanced Fund’s shareholders.  The Trustees of the Trust have also approved the Agreement and Plan of Reorganization on behalf of The Jamestown Equity Fund.  A vote of shareholders of The Jamestown Equity Fund is not needed to approve the Reorganization.

U.S. Federal Income Tax Consequences

The Reorganization is intended to be a tax-free reorganization for U.S. federal income tax purposes.  Sullivan & Worcester LLP, counsel to the Trust, will deliver to The Jamestown Equity Fund and The Jamestown Balanced Fund an opinion, and the closing of the Reorganization will be conditioned on receipt of such an opinion, substantially to the effect that, while the matter is not entirely free from doubt, on the basis of existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder, current administrative rules, pronouncements, and court decisions, for U.S. federal income tax purposes:

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The Sullivan & Worcester LLP opinion will be based on certain factual certifications made by officers of the Trust and will also be based on customary assumptions.  The opinion is not a guarantee that the tax consequences of the Reorganization will be as described above.  There is no assurance that the Internal Revenue Service (“IRS”) or a court would agree with Sullivan & Worcester’s opinion.  An opinion of counsel is not binding upon the IRS or the courts.  If the Reorganization were consummated but did not qualify as a tax-free reorganization under the Code, a shareholder of The Jamestown Balanced Fund would recognize a taxable gain or loss equal to the difference between his or her tax basis in his or her Jamestown Balanced Fund shares and the fair market value of the shares of The Jamestown Equity Fund he or she received in the Reorganization.

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Although the Reorganization is expected to be tax-free for shareholders, The Jamestown Balanced Fund may make one or more distributions to shareholders prior to the closing of the Reorganization.  Any such distribution generally will be taxable to shareholders as ordinary income or a capital gain.

This description of the U.S. federal income tax consequences of the Reorganization is made without regard to the particular facts and circumstances of any shareholder. Shareholders are urged to consult their own tax advisors as to the specific consequences to them of the Reorganization, including the applicability and effect of state, local, non-U.S., and other tax laws.

Form of Organization.  The Trust is an open-end management investment company registered with the SEC under the 1940 Act that continuously offers shares to the public.  The Trust is organized as a Massachusetts business trust and is governed by its Agreement and Declaration of Trust, as amended, and its By-laws under applicable Massachusetts and federal laws. The Trust currently consists of twelve series, including the Funds.  Each of The Jamestown Balanced Fund and The Jamestown Equity Fund is classified as a diversified fund.

Service Providers.  The following table identifies certain of the service providers for the Funds, prior to and following the proposed Reorganization. The address of the Distributor is 225 Pictoria Drive, Suite 450, Cincinnati Ohio 45246.

Financial Intermediary Compensation.  If you purchase The Jamestown Equity Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

Portfolio Turnover.  Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over”) its portfolio.  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the expense example shown under “How do the Fees and Expenses of The Jamestown Equity Fund compare to those of The Jamestown Balanced Fund, and what are they estimated to be following the Reorganization?” affect each Fund’s performance.  During the fiscal year ended March 31, 2015, the portfolio turnover rate was 25% for The Jamestown Balanced Fund and 29% for The Jamestown Equity Fund.  The portfolio turnover rate of The Jamestown Equity Fund is not expected to exceed 100% annually.

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Existing and Pro Forma Capitalization. The following table shows on an unaudited basis as of March 31, 2015: (i) the capitalization of The Jamestown Balanced Fund and The Jamestown Equity Fund and (ii) on an unaudited basis as of March 31, 2015, the pro forma capitalization of The Jamestown Equity Fund, as adjusted giving effect to the proposed Reorganization.

	The Jamestown Balanced Fund	The Jamestown Equity Fund	Pro Forma Adjustments	The Jamestown Equity Fund Pro Forma Combined*
Net asset values	$ 18,254,172	$ 29,595,936		$47,850,108
Shares outstanding	1,245,675	1,351,050	(412,532)**	2,184,193
Net asset value per share	$  14.65	$  21.91		$  21.91

 

The capitalization of The Jamestown Balanced Fund, and consequently the pro forma capitalization of The Jamestown Equity Fund, is likely to be different at the effective time of the Reorganization as a result of market movements and daily share purchase and redemption activity, as well as the effects of other ongoing operations of The Jamestown Balanced Fund prior to the completion of the Reorganization.

Record Date.  The Board of Trustees of Trust has fixed the close of business on June 12, 2015 (the “Record Date”) as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting and at any postponements or adjournments thereof.

As of the Record Date, the number of outstanding shares of The Jamestown Balanced Fund entitled to vote was 1,135,452.257.  All full shares are entitled to one vote, with proportional voting for fractional shares.

5% Shareholders.   As of the Record Date, the Trustees and officers of the Trust owned 5.36% of the outstanding shares of The Jamestown Balanced Fund.  As of the Record Date, the following shareholders owned of record five percent or more of The Jamestown Balanced Fund:

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Quorum; Adjournments.  A quorum is the number of shares legally required to be at a meeting in order to conduct business.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares of The Jamestown Balanced Fund entitled to vote is necessary to constitute a quorum at the Meeting.  Proxies properly executed and marked with a negative vote or an abstention will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business.  If the Meeting is called to order but a quorum is not present at the Meeting, the persons named as proxies may vote those proxies that have been received to adjourn the Meeting to a later date.  If a quorum is present at the Meeting but sufficient votes to approve the Reorganization are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies.  Any such adjournment will require the affirmative vote of a majority of those shares represented at the Meeting in person or by proxy.  The persons named as proxies will vote those proxies received that voted in favor of the Reorganization in favor of such an adjournment as to the Reorganization and will vote those proxies received that voted against the Reorganization against any such adjournment.

The vote of a majority of the outstanding shares of The Jamestown Balanced Fund entitled to vote is required to approve the Reorganization.

Abstentions and “broker non-votes” are counted for purposes of determining whether a quorum is present but do not represent votes cast with respect to the Reorganization.  “Broker non-votes” are shares held by a broker or nominee for which an executed proxy is received by the Trust, but are not voted because instructions have not been received from the beneficial owners or persons entitled to vote and the broker or nominee does not have discretionary voting power. Accordingly, abstentions and “broker non-votes” will effectively be a vote against the Reorganization, for which the required vote is a percentage of the outstanding voting shares and will have no effect on a vote for adjournment.

The Trustees of the Trust intend to vote all of their shares in favor of the Reorganization.   If shareholders of The Jamestown Balanced Fund do not approve the Reorganization, the Board of Trustees of the Trust may consider possible alternative arrangements in the best interests of The Jamestown Balanced Fund and its shareholders.

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Voting Process.  Shareholders can vote in either of the following ways:

The Internet and telephone voting procedures are designed to authenticate shareholder identities, to allow shareholders to give their voting instructions, and to confirm that shareholders’ instructions have been recorded properly.  Proxies may be revoked at any time before they are voted either (i) by a written revocation received by the Secretary of the Trust, (ii) by properly executing a later-dated proxy, or (iii) by attending the Meeting and voting in person.  If you choose to vote by mail and you are an individual account owner, please sign exactly as your name appears on the proxy card.  Either owner of a joint account may sign the proxy card, but the signer’s name must exactly match the name that appears on the card.

Costs of Reorganization.   LB&C has agreed to pay all costs and expenses in connection with the Reorganization, which include the cost of preparing, printing and mailing this Prospectus/Proxy Statement and all other costs in connection with the Reorganization. Shareholders of The Jamestown Balanced Fund will not bear the costs of the Reorganization, except they will bear the cost of any brokerage fees and expenses incurred as a result of selling the fixed income securities held by The Jamestown Balanced Fund prior to the Reorganization; however, we do not believe that any such costs and expenses will be incurred in selling the fixed income securities, although dealer markdowns may be incurred.  LB&C will pay all of the expenses of the Reorganization, even in the event the Reorganization is not consummated.

The Trust has retained Computershare Fund Services to solicit proxies for the Meeting.  Computershare is responsible for printing proxy cards, mailing proxy material to shareholders, soliciting broker-dealer firms, custodians, nominees and fiduciaries, tabulating the returned proxies and performing other proxy solicitation services.  The anticipated cost of these services is approximately $2,540 and will be paid by LB&C.

Other Business.  The Meeting has been called to transact any business that properly comes before it. The only business that management of The Jamestown Balanced Fund intends to present or knows that others will present is the Proposal to approve the Agreement and Plan of Reorganization. If any other matters properly come before the Meeting, and on all matters incidental to the conduct of the Meeting, the persons named as proxies intend to vote the proxies in accordance with their judgment, unless the Secretary of Trust has previously received written contrary instructions from the shareholder entitled to vote the shares.

The Annual Report to Shareholders of the Trust relating to The Jamestown Funds for the year ended March 31, 2015, including the financial statements and financial highlights for periods indicated therein, audited by Ernst & Young LLP, independent registered public accounting firm, has been incorporated by reference herein in reliance on their report given on the authority of said firm as experts in accounting and auditing.

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Certain legal matters concerning the issuance of shares of The Jamestown Equity Fund will be passed upon by Sullivan & Worcester LLP, counsel to the Trust.

Additional information about The Jamestown Equity Fund is included in the Statement of Additional Information dated June 25, 2015, relating to this Prospectus/Proxy Statement, which has been filed with the SEC under the Securities Act of 1933.  A copy of the Statement of Additional Information relating to this Prospectus/Proxy Statement may be obtained without charge by calling 1-866-738-1126.

Proxy material, reports, proxy and information statements, registration statements and other information filed by the Trust can be inspected and copied (for a duplication fee) at the SEC’s public reference facilities located at 100 F Street, N.E., Washington, D.C. 20549, or at the SEC’s Midwest Regional Office (175 W. Jackson Boulevard, Suite 900, Chicago, IL 60604).  You may obtain copies of this information, with payment of a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Branch, Office of  Consumer Affairs and Informational Services, SEC, Washington, D.C. 20549  or by calling 1-202-551-8090.  You may also access reports and other information about the Fund on the EDGAR database on the SEC’s Internet site at http://www.sec.gov.

 

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THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 25th day of June, 2015, by and among Williamsburg Investment Trust, a Massachusetts business trust, with its principal place of business at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 44246 (the “Trust”), with respect to The Jamestown Equity Fund (the “Acquiring Fund”), and the Trust with respect to The Jamestown Balanced Fund (the “Acquired Fund”), and Lowe, Brockenbrough & Company, a Virginia corporation with its principal place of business at 1820 Bayberry Court, Richmond, Virginia 23226 (for purposes of Sections 9.1, 9.2 and 11.2 of the Agreement only).

This Agreement is intended to be and is adopted as a “plan of reorganization” within the meaning of the regulations under Section 368(a)(1)(F) of the United States Internal Revenue Code of 1986, as amended.  The reorganization (the “Reorganization”) will consist of (i) the transfer of all of the assets of the Acquired Fund in exchange solely for shares of beneficial interest, having a par value of one cent ($0.01) per share, of the Acquiring Fund (the “Acquiring Fund Shares”); (ii) the assumption by the Acquiring Fund of all of the known liabilities of the Acquired Fund; and (iii) the distribution, after the Closing Date hereinafter referred to, of the Acquiring Fund Shares to the shareholders of the Acquired Fund in liquidation of the Acquired Fund as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement.

WHEREAS, the Acquired Fund and the Acquiring Fund are authorized to issue their shares of beneficial interest;

WHEREAS, the Trustees of the Trust have determined that the transactions contemplated herein will be in the best interests of the Acquiring Fund and its shareholders and that the interests of the existing shareholders of the Acquiring Fund will not be diluted as a result of the transactions contemplated herein;

WHEREAS, the Trustees of the Trust have determined that the Acquired Fund should exchange all of its assets and known liabilities for Acquiring Fund Shares and that the interests of the existing shareholders of the Acquired Fund will not be diluted as a result of the transactions contemplated herein;

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

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ARTICLE I

1.1 THE EXCHANGE. Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s assets as set forth in paragraph 1.2 to the Acquiring Fund. The Acquiring Fund agrees in exchange for the Acquired Fund’s assets (i) to deliver to the Acquired Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, computed in the manner and as of the time and date set forth in paragraphs 2.2 and 2.3; and (ii) to assume the known liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the Closing Date provided for in paragraph 3.1.

1.2 ASSETS TO BE ACQUIRED. The assets of the Acquired Fund to be acquired by the Acquiring Fund shall consist of all property, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, that is owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date.

The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Acquired Fund with a list of the securities, if any, on the Acquired Fund’s list referred to in the second sentence of this paragraph that do not conform to the Acquiring Fund’s investment objectives, policies, and restrictions and the Acquired Fund will dispose of its fixed income securities and any other such securities prior to the Closing Date. The Acquired Fund will, within a reasonable period of time prior to the Closing Date, furnish the Acquiring Fund with a list of its portfolio securities and other investments. If it is determined that the Acquired Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Acquired Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Acquired Fund to dispose of any investments or securities if, in the reasonable judgment of the Acquired Fund, such disposition would violate the Acquired Fund’s fiduciary duty to its shareholders.

1.3 LIABILITIES TO BE ASSUMED. The Acquired Fund will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. The Acquiring Fund shall assume all of the Acquired Fund’s known liabilities and obligations reflected in the Acquired Fund’s net asset value as of the Closing Date.

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1.4 LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable (the “Liquidation Date”),

(a) the Acquired Fund will liquidate and distribute pro rata to the Acquired Fund’s shareholders of record, determined as of the close of business on the Valuation Date, hereinafter referred to (the “Acquired Fund Shareholders”), the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to terminate as set forth in paragraph 1.8 below. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange.

1.5 OWNERSHIP OF SHARES. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Prospectus/Proxy Statement which will be distributed to shareholders of the Acquired Fund as described in paragraph 4.1(o).

1.6 TRANSFER TAXES. Any transfer taxes payable upon issuance of the Acquiring Fund Shares in a name other than the registered holder of the Acquired Fund shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred.

1.7 REPORTING RESPONSIBILITY. Any reporting responsibility of the Acquired Fund is and shall remain the responsibility of the Acquired Fund up to and including the Closing Date and such later date on which the Acquired Fund is terminated.

1.8 TERMINATION. The Trust shall take all necessary and appropriate steps under applicable law to terminate the Acquired Fund promptly following the Closing Date and the making of all distributions pursuant to paragraph 1.4.

2.1 VALUATION OF ASSETS. The value of the Acquired Fund’s assets to be acquired by the Acquiring Fund hereunder shall be the value of such assets computed as of the close of business on the business day next preceding the Closing Date (such time and date being hereinafter called the “Valuation Date”), using the valuation procedures set forth in the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”) and the Acquired Fund’s then current prospectus and statement of additional information or such other valuation procedures as shall be mutually agreed upon by the parties.

2.2 VALUATION OF SHARES. The net asset value per share of the Acquiring Fund Shares shall be the net asset value per share computed as of the close of business on the New York Stock Exchange on the Valuation Date, using the valuation procedures set forth in the Trust’s Declaration of Trust and the Acquiring Fund’s then current prospectus and statement of additional information.

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ARTICLE III

CLOSING AND CLOSING DATE

3.1 CLOSING DATE. The closing of the Reorganization (the “Closing”) shall take place on or about July 28, 2015 or such other date as the parties may agree to in writing (the “Closing Date”). All acts taking place at the Closing shall be deemed to take place simultaneously immediately prior to the opening of business on the Closing Date unless otherwise provided. The Closing shall be held as of 10:00 a.m. Eastern Time at the offices of Ultimus Fund Solutions, LLC, or at such other time and/or place as the parties may agree.

3.2 EFFECT OF SUSPENSION IN TRADING. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereon shall be restricted; or (b) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquiring Fund or the Acquired Fund is impracticable, the Valuation Date (and the Closing Date) shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

3.3 TRANSFER AGENT’S CERTIFICATE. The Acquired Fund shall cause its transfer agent to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver, or cause its transfer agent, to issue and deliver, to the Secretary of the Trust a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts and other documents as such other party or its counsel may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 REPRESENTATIONS OF THE ACQUIRED FUND. The Acquired Fund represents and warrants to the Acquiring Fund as follows:

(a) The Acquired Fund is a separate investment series of the Trust, a business trust duly organized, validly existing, and in good standing under the laws of Massachusetts.

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(b) The Trust is registered as an investment company classified as a management company of the open-end type, and its registration with the U.S. Securities and Exchange Commission (the “Commission”) as an investment company under the 1940 Act is in full force and effect.

(c) The current prospectus and statement of additional information of the Acquired Fund conform in all material respects to the applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) The Acquired Fund is not, and the execution, delivery, and performance of this Agreement will not result, in violation of any material provision of the Trust’s Declaration of Trust or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquired Fund is a party or by which it is bound.

(e) The Acquired Fund has no material contracts or other commitments (other than this Agreement) that will be terminated with liability to it prior to the Closing Date, except for liabilities, if any, to be discharged as provided in paragraph 1.3 hereof.

(f) Except as otherwise disclosed in writing to and accepted by the Acquiring Fund, no litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquired Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business, or the ability of the Acquired Fund to carry out the transactions contemplated by this Agreement. The Acquired Fund knows of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions herein contemplated.

(g) The audited financial statements of the Acquired Fund at March 31, 2015 are in accordance with generally accepted accounting principles consistently applied, and such statements (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Acquired Fund as of such date, and there are no known contingent liabilities of the Acquired Fund as of such date not disclosed therein.

(h) Since March 31, 2015, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities, or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed in writing to and accepted in writing by the Acquiring Fund. For the purposes of this subparagraph (h), a decline in the net asset value of the Acquired Fund shall not constitute a material adverse change.

(i) At the Closing Date, all federal and other tax returns and reports of the Acquired Fund required by law to have been filed by such date shall have been filed, and all federal and other taxes shown due on said returns and reports shall have been paid, or provision shall have been made for the payment thereof. To the best of the Acquired Fund’s knowledge, no such return is currently under audit, and no assessment has been asserted with respect to such returns.

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(j) For each fiscal year of its operation, the Acquired Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company and has distributed in each such year all net investment income and realized capital gains.

(k) All issued and outstanding shares of the Acquired Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable by the Acquired Fund. All of the issued and outstanding shares of the Acquired Fund will, at the time of the Closing Date, be held by the persons and in the amounts set forth in the records of the transfer agent as provided in paragraph 3.3. The Acquired Fund does not have outstanding any options, warrants, or other rights to subscribe for or purchase any of the Acquired Fund shares, nor is there outstanding any security convertible into any of the Acquired Fund shares.

(l) At the Closing Date, the Acquired Fund will have good and marketable title to the Acquired Fund’s assets to be transferred to the Acquiring Fund pursuant to paragraph 1.2 and full right, power, and authority to sell, assign, transfer, and deliver such assets hereunder, and, upon delivery and payment for such assets, the Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act, other than as disclosed in writing to the Acquiring Fund and accepted in writing by the Acquiring Fund.

(m) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquired Fund and, subject to approval by the Acquired Fund’s shareholders, this Agreement constitutes a valid and binding obligation of the Acquired Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles.

(n) The information furnished by the Acquired Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated hereby is accurate and complete in all material respects and complies in all material respects with federal securities and other laws and regulations thereunder applicable thereto, to the best of the Acquired Fund’s knowledge.

(o) The Acquired Fund has provided the Acquiring Fund with information reasonably necessary for the preparation of a Prospectus/Proxy Statement, in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the 1940 Act. The Prospectus/Proxy Statement (other than information therein that relates to the Acquiring Fund) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading.

4.2 REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund represents and warrants to the Acquired Fund as follows:

(a) The Acquiring Fund is a separate investment series of the Trust, a business trust duly organized, validly existing and in good standing under the laws of Massachusetts.

(b) The Trust is registered as an investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect.

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(c) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in violation of the Trust’s Declaration of Trust or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound.

(d) Except as otherwise disclosed in writing to the Acquired Fund and accepted by the Acquired Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition and the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.

(e) The audited financial statements of the Acquiring Fund at March 31, 2015 are in accordance with generally accepted accounting principles consistently applied, and such statements (copies of which have been furnished to the Acquired Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date not disclosed therein.

(f) Since March 31, 2015, there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities, or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed in writing to and accepted in writing by the Acquired Fund. For the purposes of this subparagraph (h), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change.

(g) For each fiscal year of its operations, the Acquiring Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a “regulated investment company” and has distributed in each such year all net investment income and realized capital gains.

(h) All issued and outstanding Acquiring Fund Shares are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable. The Acquiring Fund does not have outstanding any options, warrants, or other rights to subscribe for or purchase any Acquiring Fund Shares, nor is there outstanding any security convertible into any Acquiring Fund Shares.

(i) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles.

(j) The Acquiring Fund shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund shareholders, pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable.

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(k) The information furnished by the Acquiring Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated hereby is accurate and complete in all material respects and complies in all material respects with federal securities and other laws and regulations applicable thereto.

(l) The Prospectus/Proxy Statement (only insofar as it relates to the Acquiring Fund) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading.

(m) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and such of the state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

ARTICLE V

COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND

5.1 OPERATION IN ORDINARY COURSE. The Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include customary dividends and distributions and that the Acquired Fund will sell its fixed income securities as contemplated by Section 1.2 and will declare and pay dividends as contemplated by Section 8.4.

5.2 INVESTMENT REPRESENTATION. The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof other than in accordance with the terms of this Agreement.

5.3 ADDITIONAL INFORMATION. The Acquired Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Acquired Fund shares.

5.4 SHAREHOLDER MEETING.  The Trust will call a meeting of the shareholders of the Acquired Fund to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby.

5.5 FURTHER ACTION. Subject to the provisions of this Agreement, the Acquiring Fund and the Acquired Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND

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6.1 All representations and warranties of the Acquiring Fund contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date with the same force and effect as if made on and as of the Closing Date, and the Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in its name by the President or Vice President of the Acquiring Fund, in form and substance reasonably satisfactory to the Acquired Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquired Fund shall reasonably request.

 

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND

7.1 All representations and warranties of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date with the same force and effect as if made on and as of the Closing Date and the Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by the President or Vice President of the Acquired Fund, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably request.

7.2 The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, together with a list of the Acquired Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Trust.

ARTICLE VIII

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND

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8.3 All required consents of other parties and all other consents, orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky securities authorities, including any necessary “no-action” positions of and exemptive orders from such federal and state authorities) to permit consummation of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions.

8.4 The Acquired Fund shall have declared a dividend or dividends which, together with all previous such dividends shall have the effect of distributing to the Acquiring Fund Shareholders all of the Acquired Fund’s investment company taxable income for all taxable periods ending on the Closing Date (computed without regard to any deduction for dividends paid) and all of the net capital gains realized in all taxable periods ending on the Closing Date (after reduction for any capital loss carryforward).

8.5 The Trust shall have received a favorable opinion of Sullivan & Worcester LLP addressed to the Acquiring Fund and the Acquired Fund substantially to the effect that, while the matter is not entirely free from doubt, for federal income tax purposes:

(a) The transfer of all of the Acquired Fund assets in exchange solely for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund followed by the distribution of the Acquiring Fund Shares to the Acquired Fund Shareholders in dissolution and liquidation of the Acquired Fund will constitute a reorganization within the meaning of Section 368(a)(1)(C)  of the Code, and the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

(b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Acquired Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund;

(c) No gain or loss will be recognized by the Acquired Fund upon the transfer of the Acquired Fund assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their shares of the Acquired Fund;

(d) No gain or loss will be recognized by the Acquired Fund Shareholders upon the exchange of their Acquired Fund shares for the Acquiring Fund Shares in liquidation of the Acquired Fund;

(e) The aggregate tax basis for the Acquiring Fund Shares received by each Acquired Fund Shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Acquired Fund shares held by such Shareholder immediately prior to the Closing, and the holding period of the Acquiring Fund Shares received by each Acquired Fund Shareholder will include the period during which the Acquired Fund shares exchanged therefor were held by such Shareholder (provided the Acquired Fund shares were held as capital assets on the date of the Closing).

(f) The tax basis of the Acquired Fund assets acquired by the Acquiring Fund will be the same as the tax basis of such assets to the Acquired Fund immediately prior to the Closing, and the holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund.

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(g) The Acquiring Fund will succeed to and take into account all items of the Acquired Fund described in Code Section 381(c) subject to the conditions and limitations specified in Code Sections 381, 382, 383 and 384 and the Treasury regulations thereunder.

9.1 Except as otherwise provided for herein, all expenses of the transactions contemplated by this Agreement incurred by the Acquired Fund and the Acquiring Fund, whether incurred before or after the date of this Agreement, will be borne by Lowe, Brockenbrough & Co., Inc., the investment adviser to the Acquired Fund and the Acquiring Fund.  Such expenses include, without limitation, (a) expenses incurred in connection with the entering into and the carrying out of the provisions of this Agreement; (b) expenses associated with the preparation and filing of the Registration Statement under the 1933 Act covering the Acquiring Fund Shares to be issued pursuant to the provisions of this Agreement; (c) postage; (d) printing; (e) accounting fees; (f) legal fees; and (g) solicitation costs of the transaction.  Notwithstanding the foregoing, the Acquired Fund shall pay its own federal and state registration fees.

9.2 Lowe, Brockenbrough & Company, Inc., the Acquiring Fund and the Acquired Fund represent and warrant that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein, other than any brokerage fees and expenses incurred in connection with the purchase and sale of portfolio securities in connection with the Reorganization.

ARTICLE X

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

10.1 The Acquiring Fund and the Acquired Fund agree that neither party has made any representation, warranty or covenant not set forth herein as to the subject matter of this Agreement and that this Agreement constitutes the entire agreement between the parties.

10.2 The representations, warranties, and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder.

ARTICLE XI

TERMINATION

11.1 This Agreement may be terminated by the mutual agreement of the Acquiring Fund and the Acquired Fund. In addition, either the Acquiring Fund or the Acquired Fund may at its option terminate this Agreement at or prior to the Closing Date because:

(a) of a breach by the other of any representation, warranty, or agreement contained herein to be performed at or prior to the Closing Date, if not cured within 30 days of notice thereof; or

(b) a condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met in all material respects.

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11.2 In the event of any such termination, in the absence of gross negligence or willful default, there shall be no liability for damages on the part of the Acquiring Fund, the Acquired Fund, the Trust or its Trustees or officers, to the other party, and LB&C shall bear the expenses incidental to the preparation and carrying out of this Agreement as provided in paragraph 9.1.

ARTICLE XII

AMENDMENTS

12.1 This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Trust; provided, however, that following the meeting of shareholders of the Acquired Fund pursuant to paragraph 5.4 of this Agreement, no such amendment may have the effect of changing the provision for determining the number of the Acquiring Fund Shares to be issued to the Acquired Fund Shareholder under this Agreement to the detriment of such Acquired Fund Shareholders without their further approval.

ARTICLE XIII

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT

13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

13.3 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the conflicts of law’s provisions thereof.

13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

13.5 With respect to the Trust, the name used herein refers respectively to the trust created and, as the case may be, the Trustees, as trustees but not individually or personally, acting from time to time under organizational documents filed in Massachusetts, which are hereby referred to and are also on file at the principal offices of the Trust. The obligations of the Trust entered into in the name or on behalf thereof by any of the Trustees, representatives or agents of the Trust, are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the trust property, and all persons dealing with the Acquired Fund and the Acquiring Fund must look solely to the trust property belonging to the Acquired Fund and the Acquiring Fund for the enforcement of any claims against the Acquired Fund and the Acquiring Fund, respectively.  The Jamestown Balanced Fund and The Jamestown Equity Fund are each investment series of the Trust and the parties acknowledge and agree that all acknowledgements, agreements, representations and warranties made by the Funds in this Agreement are made by the Trust on behalf of the Funds.

IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above.

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(As to Sections 9.1, 9.2 and 11.2 only)

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Each Fund’s equity securities consists primarily of common stocks in a variety of companies, industries and economic sectors.  In selecting equity securities for the Funds, LB&C seeks financially strong, relatively large companies that offer above average earnings and relatively modest valuations. LB&C uses a multi-factor screening process within a defined universe comprised of the stocks in the S&P 500 Index and the 50 largest capitalization stocks in the S&P 400 MidCap Index. The process emphasizes securities with the most compelling earnings and valuation profiles based upon a variety of characteristics, including earnings momentum, earnings volatility, earnings estimate revisions, earnings surprises and price/earnings ratios.

 

An equity security may be sold when it no longer meets LB&C’s investment criteria, when there are more attractive investment opportunities, or when the fundamentals of the issuer’s business or general market conditions have changed

 

The Jamestown Equity Fund seeks to achieve its objective by investing in a diversified portfolio composed primarily of domestic equity securities. Under normal circumstances, at least 80% of the Fund’s net assets (including the amount of any borrowings for investment purposes) will be invested in equity securities.

 

 

The Jamestown Balanced Fund attempts to take advantage of the long-term capital growth and income opportunities available in the securities markets by investing primarily in a portfolio of domestic equity and fixed income securities. The percentage of assets invested in equity and fixed income securities will vary from time to time depending upon LB&C’s judgment of general market and economic conditions, trends in yields and interest rates and changes in fiscal or monetary policies. LB&C considers the investment goals of capital protection and low volatility when adjusting the Fund’s portfolio allocation between equity securities and fixed income securities. LB&C believes that, by utilizing these investment policies, the Fund’s net asset value may not rise as rapidly as the stock market (as represented by the S&P 500 Index) during rising market cycles, but would not suffer as great a decline as the S&P 500 Index during declining market cycles.

 

Equity securities are acquired for capital appreciation or a combination of capital appreciation and income, while fixed income securities are acquired for income and secondarily for capital appreciation. In making determinations of how to allocate the Fund’s portfolio between equity and fixed income securities, LB&C uses a proprietary model that looks at the valuation of equity securities in absolute terms and relative to fixed income yields, interest rates, inflation, economic growth and sentiment measures. The Jamestown Balanced Fund will hold at least 25% of its net assets and up to 75% of its net assets in fixed income securities and at least 25% of its net assets and up to 75% of its net assets in equity securities.  These allocations will change from time to time.

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Fixed Income Securities. The Fund’s fixed income securities will include corporate debt obligations, U.S. Government securities, mortgage-related securities and other asset-backed securities. Corporate debt obligations will consist of “investment grade” securities rated in one of the four highest rating categories by any of the nationally recognized rating agencies or, if not so rated, will be of equivalent quality in the opinion of LB&C. U.S. Government securities include direct obligations of the U.S. Treasury and securities issued or guaranteed as to interest and principal by agencies or instrumentalities of the U.S.Government, including those subject to repurchase agreements. Securities issued by agencies of the U.S. Government may include direct pass-through “certificates” representing undivided ownership interests in pools of mortgages.

The average maturity of the fixed income portion of the Fund’s portfolio will typically vary from 3 to 12 years. The average maturity of the portfolio will be shifted to reflect LB&C’s assessment of changes in credit conditions, international currency markets, economic conditions, fiscal policy, monetary policy and political climate. A fixed income security may be sold due to changes in market conditions, interest rates, fiscal policies or LB&C’s market outlook.

 

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Fixed Income Risk.  The value of the fixed income securities held by The Jamestown Balanced Fund will fluctuate based on a variety of factors, including: interest rates, general bond market conditions, the maturity of the security and the creditworthiness of an issuer.  Fixed income securities may be sensitive to political development and economic uncertainty.  Recent events in the fixed income markets and the potential impact of tapering the U.S. Treasury’s quantitative easing program may elevate the risk of volatility in the price and yields of certain fixed income securities.

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WILLIAMSBURG INVESTMENT TRUST

STATEMENT OF ADDITIONAL INFORMATION

The Jamestown Balanced Fund (JAMBX)

The Jamestown Equity Fund (JAMEX)

June 25, 2015

This Statement of Additional Information (the “SAI”) relates to the proposed reorganization (the “Reorganization”) of The Jamestown Balanced Fund (the “Acquired Fund”), with and into The Jamestown Equity Fund (the “Acquiring Fund”), each a series of Williamsburg Investment Trust (the “Trust”).

This SAI contains information which may be of interest to shareholders but which is not included in the Prospectus/Proxy Statement dated June 25, 2015 (the “Prospectus/Proxy Statement”) of the Acquiring Fund which relates to the Reorganization.  As described in the Prospectus/Proxy Statement, the Reorganization would involve the transfer of all of the assets of the Acquired Fund in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of the known liabilities of the Acquired Fund.  The Acquired Fund would distribute the Acquiring Fund shares it receives to its shareholders in complete liquidation of the Acquired Fund.

This SAI is not a prospectus and should be read in conjunction with the Prospectus/Proxy Statement.  The Prospectus/Proxy Statement has been filed with the Securities and Exchange Commission (the “SEC”) and is available upon request and without charge by contacting the Trust at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 or by calling 866-738-1126.

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This SAI is accompanied by the information concerning the Acquiring Fund and the Acquired Fund in the Statement of Additional Information for the Funds dated August 1, 2014, which was filed electronically with the SEC and is incorporated by reference herein.

This SAI is accompanied by each of the following documents, each of which was filed electronically with the SEC and is incorporated by reference herein:

 

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Jamestown Equity Fund				Jamestown Balanced Fund				Pro Forma Combined Jamestown Equity Fund					Jamestown Equity Fund				Jamestown Balanced Fund				Pro Forma Combined Jamestown Equity Fund
Number of Shares				Number of Shares				Number of Shares					Market Value				Market Value				Market Value
											COMMON STOCKS - 82.7%
											Consumer Discretionary - 12.6%
	10,000				4,500				14,500		Comcast Corporation - Class A		$	564,700			$	254,115			$	818,815
	5,650				2,400				8,050		Dollar Tree, Inc. (a)			458,470				194,748				653,218
	11,800				5,200				17,000		Johnson Controls, Inc.			595,192				262,288				857,480
	12,800				5,350				18,150		Lennar Corporation - Class A			663,168				277,183				940,351
	8,500				4,000				12,500		Macy's, Inc.			551,735				259,640				811,375
	255				125				380		Priceline Group, Inc. (The) (a)			296,858				145,519				442,377
	5,900				2,450				8,350		Royal Caribbean Cruises Ltd.			482,915				200,533				683,448
	8,300				3,800				12,100		TJX Companies, Inc. (The)			581,415				266,190				847,605
														4,194,453				1,860,216				6,054,669
											Consumer Staples - 5.4%
	6,000				2,400				8,400		Archer-Daniels-Midland Company			284,400				113,760				398,160
	7,250				3,100				10,350		CVS Health Corporation			748,272				319,951				1,068,223
	4,700				2,100				6,800		PepsiCo, Inc.			449,414				200,802				650,216
	3,800				1,700				5,500		Procter & Gamble Company (The)			311,372				139,298				450,670
														1,793,458				773,811				2,567,269
											Energy - 4.9%
	4,700				2,030				6,730		Chevron Corporation			493,406				213,109				706,515
	7,150				3,000				10,150		Hess Corporation			485,271				203,610				688,881
	15,400				6,600				22,000		Marathon Oil Corporation			402,094				172,326				574,420
	17,600				7,700				25,300		Noble Corporation plc			251,328				109,956				361,284
														1,632,099				699,001				2,331,100
											Financials - 13.7%
	4,800				2,000				6,800		Ameriprise Financial, Inc.			628,032				261,680				889,712
	9,000				4,000				13,000		Discover Financial Services			507,150				225,400				732,550
	14,500				6,000				20,500		Invesco Ltd.			575,505				238,140				813,645
	11,000				5,000				16,000		JPMorgan Chase & Company			666,380				302,900				969,280
	10,400				4,600				15,000		MetLife, Inc.			525,720				232,530				758,250
	15,500				6,450				21,950		Morgan Stanley			553,195				230,200				783,395
	6,000				2,700				8,700		PNC Financial Services Group, Inc. (The)			559,440				251,748				811,188
	10,800				4,700				15,500		Principal Financial Group, Inc.			554,796				241,439				796,235
														4,570,218				1,984,037				6,554,255
											Health Care - 15.7%
	6,600				3,000				9,600		Abbott Laboratories			305,778				138,990				444,768
	5,500				2,250				7,750		AbbVie, Inc.			321,970				131,715				453,685
	2,780				1,200				3,980		Actavis plc (a)			827,384				357,144				1,184,528
	6,300				2,500				8,800		Aetna, Inc.			671,139				266,325				937,464
	8,600				3,000				11,600		AmerisourceBergen Corporation			977,562				341,010				1,318,572
	3,450				1,500				4,950		Amgen, Inc.			551,482				239,775				791,257
	2,800				1,300				4,100		McKesson Corporation			633,360				294,060				927,420
	4,300				1,875				6,175		Thermo Fisher Scientific, Inc.			577,662				251,887				829,549
	3,600				1,600				5,200		UnitedHealth Group, Inc.			425,844				189,264				615,108
														5,292,181				2,210,170				7,502,351
											Industrials - 13.1%
	4,300				1,800				6,100		Dover Corporation			297,216				124,416				421,632
	7,750				3,450				11,200		Eaton Corporation plc			526,535				234,393				760,928
	3,400				1,500				4,900		FedEx Corporation			562,530				248,175				810,705
	27,600				11,850				39,450		General Electric Company			684,756				293,999				978,755
	13,300				5,600				18,900		Nielsen Holdings N.V.			592,781				249,592				842,373
	5,300				2,200				7,500		Norfolk Southern Corporation			545,476				226,424				771,900
	6,500				2,700				9,200		Ryder System, Inc.			616,785				256,203				872,988
	4,800				2,000				6,800		United Technologies Corporation			562,560				234,400				796,960
														4,388,639				1,867,602				6,256,241
											Information Technology - 16.1%
	12,200				5,200				17,400		Apple, Inc.			1,518,046				647,036				2,165,082
	21,000				9,000				30,000		Cisco Systems, Inc.			578,025				247,725				825,750
	19,000				8,500				27,500		EMC Corporation			485,640				217,260				702,900
	700				300				1,000		Google, Inc. - Class A (a)			388,290				166,410				554,700
	700				325				1,025		Google, Inc. - Class C (a)			383,600				178,100				561,700
	8,000				3,000				11,000		Microsoft Corporation			325,240				121,965				447,205
	13,500				5,850				19,350		Oracle Corporation			582,525				252,428				834,953
	7,700				3,300				11,000		QUALCOMM, Inc.			533,918				228,822				762,740
	8,400				3,800				12,200		TE Connectivity Ltd.			601,608				272,156				873,764
														5,396,892				2,331,902				7,728,794
											Materials - 1.2%
	4,500				1,900				6,400		LyondellBasell Industries N.V. - Class A			395,100				166,820				561,920
											Total Common Stocks		$	27,663,040			$	11,893,559			$	39,556,599

											EXCHANGE-TRADED FUNDS - 1.7%
	12,000				5,200				17,200		Consumer Staples Select SPDR® Fund		$	584,880			$	253,448			$	838,328
											U.S. TREASURY OBLIGATIONS - 2.9%
											U.S. Treasury Note - 2.9%
$	-			$	300,000			$	300,000		0.375%, 08/31/2015 *		$	-			$	300,328			$	300,328
	-				400,000				400,000		4.25%, 11/15/2017 *			-				436,125				436,125
	-				175,000				175,000		2.625%, 08/15/2020 *			-				185,445				185,445
	-				120,000				120,000		2.125%, 08/15/2021 *			-				123,516				123,516
	-				150,000				150,000		2.00%, 02/15/2023 *			-				152,438				152,438
	-				160,000				160,000		2.75%, 02/15/2024 *			-				171,475				171,475
													$	-			$	1,369,327			$	1,369,327
											U.S. GOVERNMENT AGENCY OBLIGATIONS - 1.1%
											Federal Home Loan Mortgage Corporation - 1.1%
$	-			$	500,000			$	500,000		5.25%, due 04/18/2016 *		$	-			$	525,374			$	525,374
											CORPORATE BONDS - 6.5%
											Consumer Discretionary - 0.4%
											Anheuser-Busch Companies, Inc.,
$	-			$	100,000			$	100,000		4.50%, due 04/01/2018 *		$	-			$	108,405			$	108,405
											Comcast Corporation
	-				75,000				75,000		5.70%, due 07/01/2019 *			-				86,764				86,764
														-				195,169				195,169
											Consumer Staples - 0.7%
											Colgate-Palmolive Company
	-				100,000				100,000		1.95%, due 02/01/2023 *			-				96,535				96,535
											General Mills, Inc.,
	-				150,000				150,000		5.70%, due 02/15/2017 *			-				162,577				162,577
											Wal-Mart Stores, Inc.,
	-				75,000				75,000		4.25%, due 04/15/2021 *			-				84,193				84,193
														-				343,305				343,305
											Energy - 0.5%
											Shell International Finance B.V.,
	-				100,000				100,000		4.30%, due 09/22/2019 *			-				110,921				110,921
											Total Capital S.A.,
	-				100,000				100,000		3.00%, due 06/24/2015 *			-				100,578				100,578
														-				211,499				211,499
											Financials - 2.3%
											Aflac, Inc.,
	-				75,000				75,000		2.65%, due 02/15/2017 *			-				77,316				77,316
											American Express Credit Corporation,
	-				80,000				80,000		2.125%, due 03/18/2019 *			-				81,030				81,030
											BB&T Corporation,
	-				100,000				100,000		2.15%, due 03/22/2017 *			-				101,821				101,821
											Berkshire Hathaway Finance Corporation,
	-				100,000				100,000		2.90%, due 10/15/2020 *			-				105,616				105,616
											General Electric Capital Corporation
	-				84,000				84,000		4.65%, due 10/17/2021 *			-				95,069				95,069
											Goldman Sachs Group, Inc.,
	-				100,000				100,000		3.70%, due 08/01/2015 *			-				100,981				100,981
											JPMorgan Chase & Company,
	-				110,000				110,000		3.40%, due 06/24/2015 *			-				110,712				110,712
											PNC Funding Corporation,
	-				110,000				110,000		5.125%, due 02/08/2020 *			-				125,697				125,697
											Royal Bank of Canada,
	-				100,000				100,000		2.30%, due 07/20/2016 *			-				101,964				101,964
											Toyota Motor Credit Corporation,
	-				95,000				95,000		1.125%, due 05/16/2017 *			-				95,269				95,269
											Wells Fargo Bank,
	-				105,000				105,000		5.75%, due 05/16/2016 *			-				110,825				110,825
														-				1,106,300				1,106,300

											Health Care - 1.2%
											Amgen, Inc.,
	-				125,000				125,000		5.85%, due 06/01/2017 *			-				137,334				137,334
											GlaxoSmithKline plc,
	-				200,000				200,000		5.65%, due 05/15/2018 *			-				226,228				226,228
											Medtronic, Inc.,
	-				100,000				100,000		4.75%, due 09/15/2015 *			-				101,859				101,859
											Novartis Securities Investment Ltd.,
	-				100,000				100,000		5.125%, due 02/10/2019 *			-				112,856				112,856
														-				578,277				578,277
											Industrials - 0.2%
											Illinois Tool Works, Inc.,
	-				100,000				100,000		3.50%, due 03/01/2024 *			-				106,064				106,064
											Information Technology - 0.4%
											Cisco Systems, Inc.,
	-				71,000				71,000		4.95%, due 02/15/2019 *			-				79,881				79,881
											Oracle Corporation,
	-				100,000				100,000		2.50%, due 10/15/2022 *			-				100,005				100,005
														-				179,886				179,886
											Materials - 0.3%
											Monsanto Company,
	-				100,000				100,000		2.75%, due 07/15/2021 *			-				102,344				102,344
											Telecommunication Services - 0.3%
											Discovery Communications, Inc.,
	-				100,000				100,000		5.05%, due 06/01/2020 *			-				111,307				111,307
											Verizon Communications, Inc.,
	-				44,000				44,000		2.50%, due 09/15/2016 *			-				44,937				44,937
														-				156,244				156,244
											Utilities - 0.3%
											Virginia Electric & Power Company,
	-				125,000				125,000		5.00%, due 06/30/2019 *			-				140,655				140,655
											Total Corporate Bonds		$	-			$	3,119,743			$	3,119,743
											MORTGAGE-BACKED SECURITIES - 0.5%
											Federal Home Loan Mortgage Corporation - 0.1%
$	-			$	55,283			$	55,283		Pool #A97047, 4.50%, due 02/01/2041 *		$	-			$	60,405			$	60,405
											Federal National Mortgage Association - 0.4%
	-				8,237				8,237		Pool #618465, 5.00%, due 12/01/2016 *			-				8,768				8,768
	-				34,788				34,788		Pool #255455, 5.00%, due 10/01/2024 *			-				38,638				38,638
	-				45,131				45,131		Pool #255702, 5.00%, due 05/01/2025 *			-				50,125				50,125
	-				52,366				52,366		Pool #808413, 5.50%, due 01/01/2035 *			-				59,313				59,313
														-				156,844				156,844
											Government National Mortgage Association - 0.0% (b)
	-				7,181				7,181		Pool #781344, 6.50%, due 10/15/2031 *			-				8,350				8,350
											Total Mortgage-Backed Securities		$	-			$	225,599			$	225,599
											VIRGINIA REVENUE AND GENERAL OBLIGATION (GO) BONDS - 0.2%
											Virginia State, Build America Bonds, Taxable, GO,
$	-			$	100,000			$	100,000		2.95%, due 06/01/2019 *		$	-			$	106,119			$	106,119
											Total Investments at Value - 95.6%		$	28,247,920			$	17,493,169			$	45,741,089
											Other Assets in Excess of Liabilities - 4.4%			1,348,016				761,003				2,109,019
											Net Assets - 100.0%		$	29,595,936			$	18,254,172			$	47,850,108

		Jamestown Equity Fund				Jamestown Balanced Fund				Adjustments					Pro Forma Combined
ASSETS
Investments in securities:
At acquisition cost		$	16,150,080			$	11,997,429			$	(5,125,519	)	(b)		$	23,021,990
At value (Note 3)		$	28,247,920			$	17,493,169			$	(5,346,162	)	(b)		$	40,394,927
Cash			1,367,540				742,189				5,346,162		(b)			7,455,891
Interest and dividends receivable			23,256				61,902				-					85,158
Receivable for capital shares sold			3,873				100				-					3,973
Other assets			2,553				1,411				-					3,964
TOTAL ASSETS			29,645,142				18,298,771				-					47,943,913
LIABILITIES
Payable for capital shares redeemed			24,150				16,802				-					40,952
Distributions Payable			1,873				2,739				-					4,612
Payable to Adviser			16,440				7,801				-					24,241
Payable to Administrator			5,515				5,515				-					11,030
Other accrued expenses			1,228				11,742				-					12,970
TOTAL LIABILITIES			49,206				44,599				-					93,805
NET ASSETS		$	29,595,936			$	18,254,172			$	-				$	47,850,108
Net assets consist of:
Paid-in capital		$	16,154,190			$	12,490,729			$	-				$	28,644,919
Accumulated net investment income (loss)			(1,873	)			(78,318	)			-					(80,191	)
Accumulated net realized gains from security transactions			1,345,779				346,021				220,643		(b)			1,912,443
Net unrealized appreciation on investments			12,097,840				5,495,740				(220,643	)	(b)			17,372,937
NET ASSETS		$	29,595,936			$	18,254,172			$	-				$	47,850,108
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)			1,351,050				1,245,675				(412,532	)				2,184,193
Net asset value, offering price and redemption price per share (a)		$	21.91			$	14.65								$	21.91

		Jamestown Equity Fund				Jamestown Balanced Fund				Adjustments					Pro Forma Combined
INVESTMENT INCOME
Dividends		$	538,603			$	229,675			$	-				$	768,278
Foreign withholding taxes on dividends			(499	)			(210	)								(709	)
Interest			-				158,770				(158,770	)				-
TOTAL INVESTMENT INCOME		$	538,104			$	388,235			$	(158,770	)			$	767,569
EXPENSES
Investment advisory fees			198,253				119,941				-					318,194
Administration			60,000				60,000				(57,920	)	(a)			62,080
Legal and audit fees			15,848				16,651				(16,960	)	(b)			15,539
Trustees' fees and expenses			11,804				11,804				(9,893	)	(b)			13,715
Compliance service fees			6,200				6,200				(6,200	)	(b)			6,200
Pricing costs			1,152				7,515				(7,515	)	(b)			1,152
Custody and bank service fees			7,332				5,211				-					12,543
Registration and filing fees			6,607				5,304				(4,200	)	(b)			7,711
Account maintenance fees			5,419				2,029				-					7,448
Printing of shareholder reports			6,235				3,809				-					10,044
Other expenses			13,940				10,152				-					24,092
TOTAL EXPENSES			332,790				248,616				(102,688	)				478,718
Less fees reduced by the Adviser			-				(11,243	)			11,243					-
Expenses reimbursed through a directed brokerage arrangement			(12,000	)			(6,000	)			6,000					(12,000	)
NET EXPENSES			320,790				231,373				(85,445	)				466,718
NET INVESTMENT LOSS			217,314				156,862				(73,325	)				300,851
REALIZED AND UNREALIZED GAINS
ON INVESTMENTS
Net realized gains on investments			3,030,039				1,264,397				-					4,294,436
Net realized gains from in-kind redemptions			-				350,159				-					350,159
Net change in unrealized depreciation on investments			(316,145	)			(454,261	)			-					(770,406	)
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS			2,713,894				1,160,295				-					3,874,189
NET INCREASE IN NET ASSETS FROM OPERATIONS		$	2,931,208			$	1,317,157			$	(73,325	)			$	4,175,040

Shares of
The Jamestown Equity Fund		Additional Shares		Total Outstanding Shares
Pre-Combination		Assumed Issued		Post-Combination
March 31, 2015		in Reorganization		March 31, 2015

1,351,050

833,143

2,184,193