PROXY STATEMENT
SEPTEMBER 23, 2004
This Proxy Statement is furnished by the Trust to the shareholders of The
Government Street Equity Fund, The Government Street Bond Fund and The Alabama
Tax Free Bond Fund (each a "Fund" and collectively, the "Funds"), each a series
of Williamsburg Investment Trust (the "Trust"), on behalf of the Trust's Board
of Trustees in connection with each Fund's solicitation of shareholders' proxies
for use at a Special Meeting to be held November 15, 2004, at 10:30 a.m.,
Eastern time, at the offices of Ultimus Fund Solutions, LLC, the Funds' transfer
agent, at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, for the
purposes set forth below and in the accompanying Notice of Special Meeting. The
approximate mailing date of this Proxy Statement to shareholders is September
30, 2004.
At the Special Meeting, the shareholders of each Fund will be asked:
1. to approve or disapprove a new investment advisory agreement (each a
"New Advisory Agreement") by and between the Trust, on behalf of each
Fund, and T. Leavell & Associates, Inc. (the "Advisor"), under which
the Advisor will continue to act as investment advisor with respect to
the assets of each Fund;
2. to approve or disapprove of the retention of fees by, and payment of
fees to, the Advisor for the period April 15, 1998 through the
effective date of the proposed New Advisory Agreements; and
3. to transact such other business as may properly come before the
Special Meeting or any adjournments or postponement thereof.
RECORD DATE/SHAREHOLDERS ENTITLED TO VOTE. Each Fund is a separate
investment series, or portfolio, of the Trust, a Massachusetts business trust
and registered investment company under the Investment Company Act of 1940 (the
"1940 Act"). The record holders of outstanding shares of the Funds are entitled
to one vote per share (and a fractional vote per fractional share) on all
matters presented at the Special Meeting. Shareholders of the Funds at the close
of business on September 22, 2004 (the "Record Date") will be entitled to notice
of and to be present and vote at the Special Meeting. As of the Record Date,
there were: 2,791,264.138 shares of The Government Street Equity Fund
outstanding and entitled to vote, representing total net assets of $124,594,568;
2,918,098.599 shares of The Government Street Bond Fund outstanding and entitled
to vote, representing total net assets of $60,883,906; and 3,366,056.662 shares
of The Alabama Tax Free Bond Fund outstanding and entitled to vote, representing
total net assets of $36,390,035.
VOTING PROXIES. Whether you expect to be personally present at the Special
Meeting or not, we encourage you to vote by proxy. You can do this by executing,
dating and returning the enclosed proxy card. Properly executed proxies will be
voted as you instruct by the persons named in the accompanying proxy card. In
the absence of such direction, however, the persons named in the accompanying
proxy card intend to
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vote FOR each of the two proposals and may vote in their discretion with respect
to other matters not now known to the Board of Trustees that may be properly
presented to the Special Meeting.
Shareholders who execute proxies may revoke them at any time before they
are voted, by executing a later dated proxy card, by writing to the Secretary of
the Trust, John F. Splain, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707,
Cincinnati, Ohio 45246-0707, or by voting in person at the time of the Special
Meeting. If not so revoked, the shares represented by the proxy will be voted at
the Special Meeting, and any adjournments and postponement thereof, as
instructed. Attendance by a shareholder at the Special Meeting does not, in
itself, revoke a proxy.
With respect to each Fund, if a quorum (as described below) is represented
at the Special Meeting, the vote of a "majority of the outstanding shares" of
the Fund is required for approval of Proposal 1, and the vote of more than 50%
of the outstanding shares of the Fund is required for approval of Proposal 2.
The vote of a "majority of the outstanding shares" for purposes of Proposal 1
means the vote of the lesser of (1) 67% or more of the shares present or
represented by proxy at the Special Meeting, if the holders of more than 50% of
the outstanding shares are present or represented by proxy, or (2) more than 50%
of the outstanding shares.
All properly executed proxies received prior to the Special Meeting will be
voted at the Special Meeting in accordance with the instructions marked thereon.
Proxies received prior to the Special Meeting on which no vote is indicated will
be voted "for" each proposal as to which it is entitled to vote.
QUORUM REQUIRED TO HOLD MEETING. In order to transact business at the
Special Meeting, a "quorum" must be present. Under the Trust's By-Laws, a quorum
is constituted by the presence in person or by proxy of 50% of the outstanding
shares of the Fund entitled to vote at the Special Meeting.
Abstentions and broker non-votes (i.e., proxies from brokers or nominees
indicating that they have not received instructions from the beneficial owners
on an item for which the brokers or nominees do not have discretionary power to
vote) will be treated as present for determining whether a quorum is present
with respect to a particular matter. Abstentions and broker non-votes will not,
however, be counted as voting on any matter at the Meeting when the voting
requirement is based on achieving a percentage of the "voting securities
present." If any proposal requires the affirmative vote of the Fund's
outstanding shares for approval, a broker non-vote or abstention will have the
effect of a vote against the proposal.
If a quorum of shareholders of a Fund is not present at the Special
Meeting, or if a quorum is present but sufficient votes to approve a proposal
are not received, the persons named as proxies may, but are under no obligation
to, propose one or more adjournments of the Special Meeting for a period or
periods not more than ninety (90) days in the aggregate to permit further
solicitation of proxies. Any business that might have been transacted at the
Special Meeting may be transacted at any such adjourned session(s) at which a
quorum is present. The Special Meeting may also be adjourned from time to time
by a majority of the votes of a Fund properly cast upon the question of
adjourning the Special Meeting to another date and time, whether or not a quorum
is present. With respect to each proposal, the persons named as proxies will
vote all proxies in favor of adjournment that voted in favor of a particular
proposal, and vote against adjournment all proxies that voted against such
proposal (including abstentions and broker non-votes). Abstentions and broker
non-votes will have the same effect at any adjourned meeting as noted above.
METHOD AND COST OF PROXY SOLICITATION. The Funds have retained Management
Information Services Corp. ("MIS") to solicit proxies for the Special Meeting.
MIS is responsible for printing proxy cards and proxy statements, mailing proxy
materials to shareholders, soliciting brokers, custodians, nominees and
fiduciaries, tabulating the returned proxies and performing other proxy
solicitation services.
Proxies will be solicited primarily by mail, telephone and the internet.
Although it is not anticipated, the solicitation may also include facsimile or
oral communications by certain officers or employees of the Trust, the Advisor,
or Ultimus Fund Solutions, LLC, the Fund's administrator ("Ultimus"), who will
not be paid for these services.
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The Advisor will pay the costs of the Special Meeting and the expenses
incurred in connection with the solicitation of proxies, which will include
reasonable fees paid to any proxy solicitation service used for its printing and
mailing efforts. The Funds anticipate that such fees will amount to
approximately $11,000. The Trust, the Advisor or Ultimus may also request
broker-dealer firms, custodians, nominees and fiduciaries to forward proxy
materials to the beneficial owners of the shares of the Funds held of record by
such persons. If requested, the Advisor shall reimburse such broker-dealer
firms, custodians, nominees and fiduciaries for their reasonable expenses
incurred in connection with such proxy solicitation, including reasonable
expenses in communicating with persons for whom they hold shares of the Funds.
PRINCIPAL SHAREHOLDERS. On the Record Date, Charles Schwab and Company,
Inc., 101 Montgomery Street, San Francisco, California 94104, owned of record
approximately 68.6% of the outstanding shares of The Government Street Equity
Fund; approximately 62.4% of the outstanding shares of The Government Street
Bond Fund; and approximately 49.1 % of the outstanding shares of The Alabama Tax
Free Bond Fund. On the Record Date, Saltco, P.O. Box 469, Brewton, Alabama
36427, owned of record approximately 10.3% of the outstanding shares of The
Government Street Equity Fund; approximately 9.6% of the outstanding shares of
The Government Street Bond Fund; and approximately 16.2% of the outstanding
shares of The Alabama Tax Free Bond Fund. No other persons owned of record and,
according to information available to the Funds, no other persons owned
beneficially 5% or more of any of the Fund's outstanding shares.
The Trustees of the Trust intend to vote all of their shares in favor of
the proposals described herein. All Trustees and officers as a group owned of
record or beneficially less than 1% of each Fund's outstanding shares on the
Record Date.
REPORTS TO SHAREHOLDERS. Copies of the Funds' most recent annual report are
available without charge by writing to the Funds at P.O. Box 46707, Cincinnati,
Ohio 45246-0707, or by calling the Funds nationwide (toll-free) at
1-866-738-1125.
OTHER INFORMATION. As noted above, each Fund's current investment advisor
is T. Leavell & Associates, Inc., located at 150 Government Street, Mobile,
Alabama 36633. The Funds' administrator and transfer agent, Ultimus Fund
Solutions, LLC, and the Funds' distributor, Ultimus Fund Distributors, LLC, are
located at P.O. Box 46707, Cincinnati, Ohio 45246-0707, Telephone: (866)
738-1125.
RESPONSIBILITIES OF THE BOARD
The Board of Trustees is responsible for the general oversight of the
Funds' business affairs. A majority of the Board's members are not affiliated
with the Advisor and are otherwise sufficiently independent so that they are
considered "non-interested" within the meaning of the 1940 Act. These
non-interested Trustees have primary responsibility for assuring that each Fund
is managed in a manner consistent with the best interests of its shareholders.
The Board meets in person at least quarterly to review the investment
performance of the Funds and other operational matters, including policies and
procedures designed to assure compliance with various regulatory requirements.
At least annually, the non-interested Trustees review the fees paid to the
Advisor and its affiliates for investment advisory services and administrative
and distribution services.
BOARD COMMITTEES. The Board of Trustees has established the following
standing committees. The members of the Audit Committee, the Nominating
Committee and the Qualified Legal Compliance Committee are J. Finley Lee, Jr.,
Richard L. Morrill, Harris V. Morrissette, Erwin H. Will, Jr. and Samuel B. Witt
III. The members of the Ethics Committee are Charles M. Caravati, Jr., J. Finley
Lee, Jr. and Richard Morrill.
o Audit Committee, which oversees the Trust's accounting and financial
reporting policies and the independent audit of its financial
statements. The Audit Committee held six meetings during the fiscal
year ended March 31, 2004.
o Nominating Committee, which is responsible for nominating any future
Trustees of the Trust who are not "interested persons" of the Trust.
The Nominating Committee did not meet during the fiscal year
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ended March 31, 2004. The Nominating Committee does not currently
consider for nomination candidates proposed by shareholders for
election as Trustees.
o Qualified Legal Compliance Committee, which is responsible for
receiving and investigating evidence from attorneys representing the
Trust of material violations of securities laws, a material breach of
fiduciary duty or a similar material violation. The Qualified Legal
Compliance Committee did not meet during the fiscal year ended March
31, 2004.
o Ethics Committee, which is responsible for interpreting,
investigating, resolving and reporting any existing or potential
violations of law or personal conflicts of interest involving the
Trust's principal executive and accounting officers or persons
performing similar functions. The Ethics Committee did not meet during
the fiscal year ended March 31, 2004.
TRUSTEE COMPENSATION. No director, officer or employee of the Advisor or
the Distributor will receive any compensation from the Trust for serving as an
officer or Trustee of the Trust. Each Trustee who is not affiliated with an
investment advisor or principal underwriter of the Trust receives from the Trust
an annual retainer of $8,000, payable quarterly, plus a fee of $1,500 for
attendance at each meeting of the Board of Trustees and $1,000 for attendance at
each meeting of any committee thereof, plus reimbursement of travel and other
expenses incurred in attending meetings. The following table provides
compensation amounts paid during the fiscal year ended March 31, 2004 to
Trustees who are not affiliated with an investment advisor or principal
underwriter of the Trust:
AGGREGATE PENSION OR ESTIMATED ANNUAL TOTAL COMPENSATION
COMPENSATION RETIREMENT BENEFITS UPON FROM THE FUNDS AND
TRUSTEE FROM THE FUNDS BENEFITS ACCRUED RETIREMENT FUND COMPLEX
---------------------------------------------------------------------------------------------------------------
Charles M. Caravati, Jr. $ 4,104 None None $ 14,000
J. Finley Lee, Jr. 5,823 None None 20,000
Richard L. Morrill 5,823 None None 20,000
Harris V. Morrissette 5,823 None None 20,000
Erwin H. Will, Jr. 5,823 None None 20,000
Samuel B. Witt III 6,682 None None 23,000
TRUSTEES AND EXECUTIVE OFFICERS
NUMBER OF
PORTFOLIOS IN
PRINCIPAL OCCUPATION(S) DURING FUND COMPLEX
LENGTH OF POSITION(S) HELD PAST 5 YEARS AND DIRECTORSHIPS OF OVERSEEN BY
NAME, ADDRESS AND AGE TIME SERVED WITH THE TRUST PUBLIC COMPANIES TRUSTEE
-----------------------------------------------------------------------------------------------------------------------------------
*AUSRIN BROCKENBROUGH III (age 67) Since Trustee President and Managing Director of 11
1802 Bayberry Court, Suite 400 September 1988 Lowe, Brockenbrough & Company, Inc,
Richmond, Virginia 23226 Richmond, Virginia; Director of
Tredegar Corporation (plastics
manufacturer) and Wilkinson O'Grady &
Co. Inc. (global asset manager);
Trustee of University of Richmond
*JOHN T. BRUCE Since Trustee Principal of Flippin, Bruce & Porter, 11
(age 50) September 1988 Inc, Lynchburg, Virginia
800 Main Street
Lynchburg, Virginia 24504
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NUMBER OF
PORTFOLIOS IN
PRINCIPAL OCCUPATION(S) DURING FUND COMPLEX
LENGTH OF POSITION(S) HELD PAST 5 YEARS AND DIRECTORSHIPS OF OVERSEEN BY
NAME, ADDRESS AND AGE TIME SERVED WITH THE TRUST PUBLIC COMPANIES TRUSTEE
-----------------------------------------------------------------------------------------------------------------------------------
*CHARLES M. CARAVATI, JR. Since Chairman Retired physician; retired President 11
(age 67) June 1991 and Trustee of Dermatology Associates of
931 Broad Street Road Virginia, P.C.
Manakin-Sabot, Virginia 23103
*RICHARD MITCHELL Since Trustee and Principal of T. Leavell & Associates, 11
(age 55) June 1991 President Inc., Mobile, Alabama
150 Government Street
Mobile, Alabama 36602
INDEPENDENT (DISINTERESTED) TRUSTEES:
J. FIMLEY LEE, JR. Since Trustee Julian Price Professor Emeritus, 11
(age 64) September 1988 University of North Carolina
200 Westminster Drive
Chapel Hill, North Carolina 27514
RICHARD L. MORRILL Since Trustee Chancellor of the University of 11
(age 65) March 1993 Richmond; Director of Tredegar
G19 Boatwright Library Corporation (plastics manufacturer)
Richmond, Virginia 23173 and Albemarle Corporation (polymers
and chemicals manufacturer)
HARRIS V. MORRISSETTE Since Trustee President of Marshall Biscuit Co. 11
(age 44) March 1993 Inc.; Chairman of Azalea Aviation,
100 Jacintoport Boulevard Inc. (airplane fueling); Director of
Saraland, Alabama 36571 BancTrust Financial Group, Inc. (bank
holding company) and EnergySouth, Inc.
ERWIN H. WILL, JR. Since Trustee Retired Managing Director of Equities 11
(age 71) July 1997 of Virginia Retirement Systems (state
47 Willway Avenue pension fund)
Richmond, Virginia 23226
SAMUEL B. WITT III Since Trustee Senior Vice President and General 11
(age 68) November 1988 Counsel of Stateside Associates, Inc.
2300 Clarendon Boulevard, Suite (state government relations);
407 Director of The Swiss Helvetia Fund,
Arlington, Virginia 22201 Inc. (closed-end investment company)
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PRINCIPAL OCCUPATION(S) DURING
LENGTH OF POSITION(S) HELD PAST 5 YEARS AND DIRECTORSHIPS OF
NAME, ADDRESS AND AGE TIME SERVED WITH THE TRUST PUBLIC COMPANIES
-----------------------------------------------------------------------------------------------------------------------------------
EXECUTIVE OFFICERS:
ROBERT G. DORSEY Since Vice President Managing Director of Ultimus Fund Solutions,
(age 47) November 2000 LLC (the Funds' administrator) and Ultimus
135 Merchant Street, Suite 230 Fund Distributors, LLC (the Funds' principal
Cincinnati, Ohio 45246 underwriter)
TIMOTHY S. HEALEY Since Vice President of The Principal of T. Leavell & Associates, Inc.,
(age 51) January 1995 Government Street Mobile, Alabama
800 Shades Creek Parkway, Suite 585 Mid-Cap Fund and
Birmingham, Alabama 35209 The Alabama Tax Free
Bond Fund
MARY SHANNON HOPE Since Vice President of Vice President and Portfolio Manager of T.
(age 40) February 2004 The Government Leavell & Associates, Inc., Mobile, Alabama
150 Government Street Street Bond Fund
Mobile, Alabama 36602
THOMAS W. LEAVELL Since Vice President of The President of T. Leavell & Associates, Inc.,
(age 61) February 2004 Government Street Mobile, Alabama
150 Government Street Equity Fund and The
Mobile, Alabama 36602 Government Street
Mid-Cap Fund
MARK J. SEGER Since Treasurer Managing Director of Ultimus Fund Solutions,
(age 42) November 2000 LLC (the Funds' administrator) and Ultimus
135 Merchant Street, Suite 230 Fund Distributors, LLC (the Funds' principal
Cincinnati, Ohio 45246 underwriter)
JOHN F. SPLAIN Since Secretary Managing Director of Ultimus Fund Solutions,
(age 48) November 2000 LLC (the Funds' administrator) and Ultimus
135 Merchant Street, Suite 230 Fund Distributors, LLC (the Funds' principal
Cincinnati, Ohio 45246 underwriter)
--------------------------------
* Austin Brockenbrough III, John T. Bruce and Richard Mitchell, as affiliated persons of investment advisors to the Trust,
are "interested persons" of the Trust within the meaning of Section 2(a)(19) of the 1940 Act. Charles M. Caravati, Jr.
is the father of Charles M. Caravati III, an affiliated person of an investment advisor to other series of the Trust,
and is an "interested person" of the Trust by virtue of such relationship.
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