Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company (n-q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-05685

Williamsburg Investment Trust

(Exact name of registrant as specified in charter)

225 Pictoria Drive, Suite 450 Cincinnati, Ohio	45246
(Address of principal executive offices)	(Zip code)

W. Lee H. Dunham, Esq.

Sullivan & Worcester LLP One Post Office Square Boston, MA 02109

(Name and address of agent for service)

Registrant's telephone number, including area code: (513) 587-3400

Date of fiscal year end: March 31, 2014

Date of reporting period: June 30, 2013

Form N-Q is to be used by management investment companies other than small business investment companies registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to Rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Schedule of Investments.

DAVENPORT CORE FUND

SCHEDULE OF INVESTMENTS

June 30, 2013 (Unaudited)

COMMON STOCKS - 93.8%	Shares		Value
Consumer Discretionary - 14.9%
Amazon.com, Inc. (a)		15,343	$	4,260,598
CarMax, Inc. (a)		153,012		7,063,034
CST Brands, Inc. (a)		10,116		311,674
General Motors Company (a)		128,555		4,282,167
Lowe's Companies, Inc.		96,006		3,926,645
McDonald's Corporation		43,220		4,278,780
News Corporation - Class A (a)		131,566		4,289,051
Walt Disney Company (The)		72,218		4,560,567
				32,972,516
Consumer Staples - 12.4%
Anheuser-Busch InBev SA/NV - ADR		34,645		3,127,058
J.M. Smucker Company (The)		49,837		5,140,686
Nestle SA - ADR		66,177		4,353,123
PepsiCo, Inc.		48,106		3,934,590
Procter & Gamble Company (The)		38,639		2,974,817
Walgreen Company		83,485		3,690,037
Wal-Mart Stores, Inc.		55,682		4,147,752
				27,368,063
Energy - 9.7%
Chevron Corporation		37,137		4,394,793
Exxon Mobil Corporation		55,692		5,031,772
National Oilwell Varco, Inc.		55,340		3,812,926
Occidental Petroleum Corporation		41,499		3,702,956
Valero Energy Corporation		129,461		4,501,359
				21,443,806
Financials - 20.6%
American Tower Corporation		48,588		3,555,184
Aon plc		71,210		4,582,363
Berkshire Hathaway, Inc. - Class B (a)		53,556		5,993,988
Brookfield Asset Management, Inc. - Class A		152,289		5,485,450
Brookfield Property Partners, L.P.		8,490		172,347
Capital One Financial Corporation		97,892		6,148,597
Goldman Sachs Group, Inc. (The)		26,225		3,966,531
JPMorgan Chase & Company		69,728		3,680,941
Markel Corporation (a)		12,218		6,438,275
Wells Fargo & Company		137,044		5,655,806
				45,679,482
Health Care - 9.9%
AmerisourceBergen Corporation		80,870		4,514,972

DAVENPORT CORE FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 93.8% (Continued)	Shares		Value
Health Care - 9.9% (Continued)
Amgen, Inc.		33,320	$	3,287,351
Celgene Corporation (a)		26,962		3,152,128
Johnson & Johnson		79,913		6,861,330
WellPoint, Inc.		50,390		4,123,918
				21,939,699
Industrials - 8.6%
Danaher Corporation		85,872		5,435,698
General Electric Company		132,645		3,076,038
Parker Hannifin Corporation		35,710		3,406,734
Stanley Black & Decker, Inc.		39,738		3,071,747
United Technologies Corporation		42,694		3,967,980
				18,958,197
Information Technology - 14.2%
Accenture plc - Class A		57,314		4,124,315
Apple, Inc.		6,920		2,740,874
Automatic Data Processing, Inc.		49,175		3,386,190
Google, Inc. - Class A (a)		4,459		3,925,570
International Business Machines Corporation		22,452		4,290,802
Microsoft Corporation		144,088		4,975,359
QUALCOMM, Inc.		49,890		3,047,281
Visa, Inc. - Class A		27,223		4,975,003
				31,465,394
Materials - 3.5%
Albemarle Corporation		55,483		3,456,036
Praxair, Inc.		37,208		4,284,873
				7,740,909

Total Common Stocks (Cost $145,793,493)			$	207,568,066

EXCHANGE-TRADED FUNDS - 2.2%	Shares		Value
iShares Nasdaq Biotechnology Index Fund (Cost $4,014,107)		28,182	$	4,900,286

DAVENPORT CORE FUND
SCHEDULE OF INVESTMENTS (Continued)

MONEY MARKET FUNDS - 1.8%	Shares		Value
First American Treasury Obligations Fund - Class Z, 0.00% (b) (Cost $4,092,328)		4,092,328	$	4,092,328

Total Investments at Value - 97.8% (Cost $153,899,928)			$	216,560,680

Other Assets in Excess of Liabilities - 2.2%				4,862,145

Net Assets - 100.0%			$	221,422,825

ADR	- American Depositary Receipt.

(a)	Non-income producing security.
(b)	The rate shown is the 7-day effective yield as of June 30, 2013.

See accompanying notes to Schedules of Investments.

DAVENPORT VALUE & INCOME FUND
SCHEDULE OF INVESTMENTS
June 30, 2013 (Unaudited)

COMMON STOCKS - 93.2%	Shares		Value
Consumer Discretionary - 6.9%
Cracker Barrel Old Country Store, Inc.		39,675	$	3,755,636
Darden Restaurants, Inc.		54,240		2,738,035
McDonald's Corporation		43,635		4,319,865
Penn National Gaming, Inc. (a)		84,330		4,457,684
				15,271,220
Consumer Staples - 15.9%
Altria Group, Inc.		86,951		3,042,416
Anheuser-Busch InBev SA/NV - ADR		39,460		3,561,660
Archer-Daniels-Midland Company		103,820		3,520,536
Coca-Cola Company (The)		104,330		4,184,676
Diageo plc - ADR		25,555		2,937,547
PepsiCo, Inc.		54,880		4,488,635
Philip Morris International, Inc.		43,315		3,751,945
Walgreen Company		118,770		5,249,634
Wal-Mart Stores, Inc.		59,542		4,435,284
				35,172,333
Energy - 11.0%
BP plc - ADR		103,245		4,309,446
Chevron Corporation		38,906		4,604,136
Exxon Mobil Corporation		49,195		4,444,768
Linn Company, LLC		104,200		3,883,534
Marathon Petroleum Corporation		47,275		3,359,362
TransCanada Corporation		83,040		3,579,855
				24,181,101
Financials - 24.9%
Aflac, Inc.		82,225		4,778,917
Capital One Financial Corporation		79,415		4,988,056
Fidelity National Financial, Inc. - Class A		159,400		3,795,314
Hartford Financial Services Group, Inc.		173,585		5,367,248
JPMorgan Chase & Company		126,115		6,657,611
Markel Corporation (a)		6,350		3,346,132
Sun Communities, Inc.		105,798		5,264,508
Travelers Companies, Inc. (The)		67,655		5,406,988
W.P. Carey, Inc.		80,309		5,314,047
Wells Fargo & Company		142,980		5,900,785
Weyerhaeuser Company		144,194		4,108,087
				54,927,693
Health Care - 9.0%
GlaxoSmithKline plc - ADR		118,410		5,916,947

DAVENPORT VALUE & INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 93.2% (Continued)	Shares		Value
Health Care - 9.0% (Continued)
Johnson & Johnson		69,445	$	5,962,548
Merck & Company, Inc.		78,325		3,638,196
WellPoint, Inc.		53,345		4,365,755
				19,883,446
Industrials - 13.1%
3M Company		34,565		3,779,683
Eaton Corporation plc		71,557		4,709,166
General Electric Company		244,755		5,675,868
Illinois Tool Works, Inc.		46,115		3,189,775
Norfolk Southern Corporation		49,835		3,620,513
Raytheon Company		63,761		4,215,877
Watsco, Inc.		45,425		3,813,883
				29,004,765
Information Technology - 4.5%
Automatic Data Processing, Inc.		64,335		4,430,108
Microsoft Corporation		158,380		5,468,862
				9,898,970
Materials - 2.9%
E.I. du Pont de Nemours and Company		62,610		3,287,025
Eastman Chemical Company		45,830		3,208,558
				6,495,583
Telecommunication Services - 3.1%
TELUS Corporation		107,085		3,125,811
Vodafone Group plc - ADR		127,395		3,661,332
				6,787,143
Utilities - 1.9%
Dominion Resources, Inc.		73,665		4,185,645

Total Common Stocks (Cost $176,549,175)			$	205,807,899

EXCHANGE-TRADED FUNDS - 3.8%	Shares		Value
SPDR EURO STOXX 50 ® ETF		162,210	$	5,370,773
WisdomTree Japan Hedged Equity Fund		65,995		3,010,032
Total Exchange-Traded Funds (Cost $7,650,468)			$	8,380,805

DAVENPORT VALUE & INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)

CLOSED-END FUNDS - 0.9%	Shares		Value
Tortoise Energy Infrastructure Corporation (Cost $1,641,240)		39,355	$	1,830,008

MONEY MARKET FUNDS - 2.8%	Shares		Value
First American Treasury Obligations Fund - Class Z, 0.00% (b) (Cost $6,254,664)		6,254,664	$	6,254,664

Total Investments at Value - 100.7% (Cost $192,095,547)			$	222,273,376

Liabilities in Excess of Other Assets - (0.7%)				(1,512,006	)

Net Assets - 100.0%			$	220,761,370

ADR	- American Depositary Receipt.

(a)	Non-income producing security.
(b)	The rate shown is the 7-day effective yield as of June 30, 2013.

See accompanying notes to Schedules of Investments.

DAVENPORT EQUITY OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS
June 30, 2013 (Unaudited)

COMMON STOCKS - 90.1%	Shares		Value
Consumer Discretionary - 27.7%
Cabela's, Inc. (a)		26,815	$	1,736,539
CarMax, Inc. (a)		143,935		6,644,040
CST Brands, Inc. (a)		81,667		2,516,160
Dollar Tree, Inc. (a)		78,565		3,994,245
Hanesbrands, Inc.		65,785		3,382,665
Lamar Advertising Company - Class A (a)		46,375		2,012,675
O'Reilly Automotive, Inc. (a)		43,715		4,923,183
Penn National Gaming, Inc. (a)		121,740		6,435,176
				31,644,683
Consumer Staples - 7.1%
Church & Dwight Company, Inc.		35,510		2,191,322
J.M. Smucker Company (The)		34,225		3,530,309
Walgreen Company		54,735		2,419,287
				8,140,918
Energy - 3.4%
National Oilwell Varco, Inc.		31,010		2,136,589
Valero Energy Corporation		49,040		1,705,121
				3,841,710
Financials - 30.3%
American International Group, Inc. (a)		54,490		2,435,703
American Tower Corporation		61,905		4,529,589
Aon plc		71,140		4,577,859
Brookfield Asset Management, Inc. - Class A		120,425		4,337,709
Brookfield Property Partners, L.P.		6,543		132,823
Capital One Financial Corporation		64,741		4,066,382
Fidelity National Financial, Inc. - Class A		80,785		1,923,491
Markel Corporation (a)		12,160		6,407,712
Safety Insurance Group, Inc.		53,785		2,609,110
Sun Communities, Inc.		73,107		3,637,804
				34,658,182
Health Care - 2.0%
Henry Schein, Inc. (a)		24,215		2,318,586

Industrials - 9.7%
Colfax Corporation (a)		45,795		2,386,378
Delta Air Lines, Inc. (a)		123,855		2,317,327
Pall Corporation		31,925		2,120,778
Rockwell Collins, Inc.		34,835		2,208,887

DAVENPORT EQUITY OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 90.1% (Continued)	Shares		Value
Industrials - 9.7% (Continued)
Watsco, Inc.		24,275	$	2,038,129
				11,071,499
Information Technology - 3.7%
Intuit, Inc.		69,000		4,211,070

Materials - 3.2%
Albemarle Corporation		58,465		3,641,785

Utilities - 3.0%
ITC Holdings Corporation		36,950		3,373,535

Total Common Stocks (Cost $83,965,595)			$	102,901,968

MONEY MARKET FUNDS - 2.7%	Shares		Value
First American Treasury Obligations Fund - Class Z, 0.00% (b) (Cost $3,100,594)		3,100,594	$	3,100,594

Total Investments at Value - 92.8% (Cost $87,066,189)			$	106,002,562

Other Assets in Excess of Liabilities - 7.2%				8,191,313

Net Assets - 100.0%			$	114,193,875

(a)	Non-income producing security.
(b)	The rate shown is the 7-day effective yield as of June 30, 2013.

See accompanying notes to Schedules of Investments.

THE DAVENPORT FUNDS

NOTES TO SCHEDULES OF INVESTMENTS

June 30, 2013 (Unaudited)

1. Securities Valuation

The portfolio securities of Davenport Core Fund, Davenport Value & Income Fund and Davenport Equity Opportunities Fund (the “Funds”) are valued as of the close of business of the regular session of the New York Stock Exchange (normally 4:00 p.m., Eastern time). Securities traded on a national stock exchange are valued based upon the closing price on the principal exchange where the security is traded. Securities which are quoted by NASDAQ are valued at the NASDAQ Official Closing Price. Securities which are traded over-the-counter are valued at the last sales price, if available, otherwise, at the last quoted bid price. Fixed income securities will ordinarily be traded in the over-the-counter market and common stocks will ordinarily be traded on a national securities exchange, but may also be traded in the over-the-counter market.

When market quotations are not readily available, securities may be valued on the basis of prices provided by an independent pricing service. The prices provided by the pricing service are determined with consideration given to institutional bid and last sale prices and take into account securities prices, yields, maturities, call features, ratings, institutional trading in similar groups of securities and developments related to specific securities. If a pricing service cannot provide a valuation or the investment adviser believes the price received from the pricing service is not indicative of fair value, securities will be valued in good faith at fair value using methods consistent with those determined by the Board of Trustees and will be classified as Level 2 or 3 within the fair value hierarchy (see below), depending on the inputs used. Such methods of fair valuation may include, but are not limited to: multiple of earnings, multiple of book value, discount from market of a similar freely traded security, purchase price of security, subsequent private transactions in the security or related securities, or a combination of these and other factors.

Short-term instruments (those with remaining maturities of 60 days or less) are valued at amortized cost, which approximates market value. Money market fund have been determined to be represented at amortized cost which approximates fair value, absent unusual circumstances.

Accounting principles generally accepted in the United States (“GAAP”) establish a single authoritative definition of fair value, set out a framework for measuring fair value and require additional disclosures about fair value measurements.

Various inputs are used in determining the value of the Funds’ investments. These inputs are summarized in the three broad levels listed below:

Level 1 – quoted prices in active markets for identical securities

Level 2 – other significant observable inputs

Level 3 – significant unobservable inputs

THE DAVENPORT FUNDS

NOTES TO SCHEDULES OF INVESTMENTS (Continued)

The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.

The following is a summary of the inputs used to value the Funds’ investments as of June 30, 2013 by security type:


	Level 1		Level 2		Level 3		Total
Davenport Core Fund:
Common Stocks	$	207,568,066	$	-	$	-	$	207,568,066
Exchange-Traded Funds		4,900,286		-		-		4,900,286
Money Market Funds		4,092,328		-		-		4,092,328
Total	$	216,560,680	$	-	$	-	$	216,560,680

Davenport Value & Income Fund:
Common Stocks	$	205,807,899	$	-	$	-	$	205,807,899
Exchange-Traded Funds		8,380,805		-		-		8,380,805
Closed-End Funds		1,830,008		-		-		1,830,008
Money Market Funds		6,254,664		-		-		6,254,664
Total	$	222,273,376	$	-	$	-	$	222,273,376

Davenport Equity Opportunities Fund:
Common Stocks	$	102,901,968	$	-	$	-	$	102,901,968
Money Market Funds		3,100,594		-		-		3,100,594
Total	$	106,002,562	$	-	$	-	$	106,002,562

Refer to each Fund’s Schedule of Investments for a listing of the securities valued by sector type. As of June 30, 2013, the Funds did not have any transfers in and out of any Level. There were no Level 2 or Level 3 securities or derivative instruments held in the Funds as of June 30, 2013. It is the Funds’ policy to recognize transfers into and out of any Level at the end of the reporting period.

2. Investment Transactions

Security transactions are accounted for on trade date. Gains and losses on securities sold are determined on a specific identification basis.

THE DAVENPORT FUNDS

NOTES TO SCHEDULES OF INVESTMENTS (Continued)

3. Federal Income Tax

The following information is computed on a tax basis for each item as of June 30, 2013:

	Davenport Core Fund			Davenport Value & Income Fund			Davenport Equity Opportunities Fund

Cost of portfolio investments	$	154,231,617		$	192,095,547		$	87,119,424

Gross unrealized appreciation	$	63,324,421		$	31,554,493		$	19,422,196
Gross unrealized depreciation		(995,358	)		(1,376,664	)		(539,058	)

Net unrealized appreciation	$	62,329,063		$	30,177,829		$	18,883,138

The difference between the federal tax cost of portfolio investments and the Schedule of Investments cost for Davenport Core Fund and Davenport Equity Opportunities Fund is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and GAAP. These timing differences are temporary in nature and are due to the tax deferral of losses on wash sales.

4. Sector Risk

If a Fund has significant investments in the securities of issuers in industries within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss of an investment in the Fund and increase the volatility of the Fund’s net asset value per share. From time to time, circumstances may affect a particular sector and the companies within such sector. For instance, economic or market factors, regulation or deregulation, or other developments may negatively impact all companies in a particular sector and therefore the value of the Fund’s portfolio will be adversely affected. As of June 30, 2013, Davenport Equity Opportunities Fund had 27.7% and 30.3% of the value of its net assets invested in stocks within the Consumer Discretionary sector and the Financials sector, respectively.

FBP EQUITY & DIVIDEND PLUS FUND
SCHEDULE OF INVESTMENTS
June 30, 2013 (Unaudited)

COMMON STOCKS - 91.2%	Shares		Value
Consumer Discretionary - 7.1%
Best Buy Company, Inc. (a)		17,000	$	464,610
H&R Block, Inc. (a)		10,000		277,500
Kohl's Corporation		9,000		454,590
Staples, Inc.		30,000		475,800
				1,672,500
Consumer Staples - 11.3%
Avon Products, Inc. (a)		15,000		315,450
Coca-Cola Company (The)		5,000		200,550
ConAgra Foods, Inc.		11,200		391,216
PepsiCo, Inc. (a)		8,800		719,752
Procter & Gamble Company (The)		8,500		654,415
Sysco Corporation		11,000		375,760
				2,657,143
Energy - 10.3%
Chevron Corporation		5,700		674,538
ConocoPhillips		12,200		738,100
Occidental Petroleum Corporation		4,000		356,920
Royal Dutch Shell plc - Class A - ADR		10,500		669,900
				2,439,458
Financials - 12.5%
Bank of Hawaii Corporation (a)		6,000		301,920
Bank of New York Mellon Corporation (The)		11,400		319,770
BB&T Corporation		10,000		338,800
JPMorgan Chase & Company		17,000		897,430
Manulife Financial Corporation		20,000		320,400
People's United Financial, Inc.		23,000		342,700
Prudential Financial, Inc.		6,000		438,180
				2,959,200
Health Care - 7.8%
Johnson & Johnson		8,000		686,880
Merck & Company, Inc.		12,800		594,560
Pfizer, Inc.		20,000		560,200
				1,841,640
Industrials - 11.0%
3M Company		2,800		306,180
Avery Dennison Corporation (a)		9,500		406,220
Emerson Electric Company		8,300		452,682
General Electric Company		20,000		463,800
Royal Philips N.V. - ADR		14,892		404,914
Norfolk Southern Corporation (a)		3,600		261,540

FBP EQUITY & DIVIDEND PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 91.2% (Continued)	Shares		Value
Industrials - 11.0% (Continued)
R.R. Donnelley & Sons Company		21,000	$	294,210
				2,589,546
Information Technology - 16.9%
Apple, Inc.		1,150		455,492
Applied Materials, Inc.		30,000		447,300
Cisco Systems, Inc.		24,800		602,888
Computer Sciences Corporation (a)		10,000		437,700
Dell, Inc.		22,300		297,705
Hewlett-Packard Company		25,000		620,000
Intel Corporation		16,000		387,520
Microsoft Corporation		21,500		742,395
				3,991,000
Materials - 8.9%
E.I. du Pont de Nemours and Company		5,000		262,500
Freeport-McMoRan Copper & Gold, Inc.		8,400		231,924
Nucor Corporation (a)		10,000		433,200
Rio Tinto PLC - ADR		8,600		353,288
Sealed Air Corporation		20,000		479,000
Sonoco Products Company		10,000		345,700
				2,105,612
Telecommunication Services - 2.0%
AT&T, Inc.		13,000		460,200

Utilities - 3.4%
FirstEnergy Corporation		9,000		336,060
PPL Corporation		15,300		462,978
				799,038

Total Common Stocks (Cost $16,915,449)			$	21,515,337

FBP EQUITY & DIVIDEND PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

MONEY MARKET FUNDS - 10.0%	Shares		Value
Fidelity Institutional Money Market Government Portfolio - Class I, 0.01% (b)		2,328,148	$	2,328,148
First American Government Obligations Fund, Class Z, 0.02% (b)		30,919		30,919
Total Money Market Funds (Cost $2,359,067)			$	2,359,067

Total Investments at Value - 101.2% (Cost $19,274,516)			$	23,874,404

Liabilities in Excess of Other Assets - (1.2%)				(284,232	)

Net Assets - 100.0%			$	23,590,172

ADR	- American Depositary Receipt.

(a)	Security covers a written call option.
(b)	The rate shown is the 7-day effective yield as of June 30, 2013.

See accompanying notes to Schedules of Investments.

FBP EQUITY & DIVIDEND PLUS FUND
SCHEDULE OF OPEN OPTION CONTRACTS
June 30, 2013 (Unaudited)

COVERED CALL OPTIONS	Option Contracts		Value of Options		Premiums Received
Avery Dennison Corporation,
10/19/2013 at $45		95	$	11,875	$	14,439
Avon Products, Inc.,
07/20/2013 at $20		150		21,000		29,546
Bank of Hawaii Corporation,
10/19/2013 at $50		60		12,300		13,220
Best Buy Company, Inc.,
09/21/2013 at $25		60		21,600		7,234
Computer Sciences Corporation,
01/18/2014 at $35		50		51,500		13,599
01/18/2014 at $48		50		12,500		13,350
H&R Block, Inc.,
07/20/2013 at $25		100		29,500		14,395
Norfolk Southern Corporation,
01/18/2014 at $85		36		4,140		7,096
Nucor Corporation,
07/20/2013 at $49		45		90		7,739
PepsiCo, Inc.,
01/18/2014 at $87.5		30		4,350		4,910
			$	168,855	$	125,528

See accompanying notes to Schedules of Investments.

FBP APPRECIATION & INCOME OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS
June 30, 2013 (Unaudited)

COMMON STOCKS - 76.7%	Shares		Value
Consumer Discretionary - 4.3%
Best Buy Company, Inc. (a)		18,000	$	491,940
H&R Block, Inc. (a)		5,000		138,750
Kohl's Corporation		9,500		479,845
Staples, Inc.		31,000		491,660
				1,602,195
Consumer Staples - 6.7%
Archer-Daniels-Midland Company (a)		16,000		542,560
Avon Products, Inc. (a)		24,000		504,720
CVS Caremark Corporation		9,000		514,620
PepsiCo, Inc. (a)		4,200		343,518
Walgreen Company (a)		6,000		265,200
Wal-Mart Stores, Inc.		4,500		335,205
				2,505,823
Energy - 9.3%
Baker Hughes, Inc. (a)		11,000		507,430
Chevron Corporation		5,000		591,700
ConocoPhillips		12,500		756,250
Devon Energy Corporation		11,000		570,680
Occidental Petroleum Corporation		4,200		374,766
Royal Dutch Shell plc - Class A - ADR		11,000		701,800
				3,502,626
Financials - 16.5%
Bank of America Corporation		69,000		887,340
Bank of New York Mellon Corporation (The)		20,000		561,000
Capital One Financial Corporation		4,000		251,240
Comerica, Inc.		13,000		517,790
JPMorgan Chase & Company		21,000		1,108,590
Lincoln National Corporation		20,000		729,400
Manulife Financial Corporation		24,000		384,480
MetLife, Inc.		20,000		915,200
People's United Financial, Inc.		18,000		268,200
Travelers Companies, Inc. (The)		7,000		559,440
				6,182,680
Health Care - 6.7%
Johnson & Johnson		12,500		1,073,250
Merck & Company, Inc.		14,000		650,300
Pfizer, Inc.		28,000		784,280
				2,507,830
Industrials - 9.8%
Avery Dennison Corporation (a)		14,500		620,020

FBP APPRECIATION & INCOME OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 76.7% (Continued)	Shares		Value
Industrials - 9.8% (Continued)
FedEx Corporation (a)		5,400	$	532,332
General Electric Company		17,000		394,230
Ingersoll-Rand plc (a)		9,500		527,440
Royal Philips N.V. - ADR		16,547		449,913
Lockheed Martin Corporation		4,400		477,224
Masco Corporation (a)		6,500		126,685
Norfolk Southern Corporation (a)		4,000		290,600
R.R. Donnelley & Sons Company		20,000		280,200
				3,698,644
Information Technology - 12.6%
Apple, Inc.		1,200		475,296
Cisco Systems, Inc.		40,000		972,400
Computer Sciences Corporation (a)		10,000		437,700
Dell, Inc.		35,000		467,250
Flextronics International Ltd. (b)		17,000		131,580
Hewlett-Packard Company (a)		29,000		719,200
Intel Corporation		10,000		242,200
Microsoft Corporation		26,000		897,780
Western Union Company (The)		23,000		393,530
				4,736,936
Materials - 7.8%
E.I. du Pont de Nemours and Company		12,000		630,000
Freeport-McMoRan Copper & Gold, Inc.		9,000		248,490
Martin Marietta Materials, Inc. (a)		2,500		246,050
Nucor Corporation (a)		8,000		346,560
Rio Tinto PLC - ADR		9,000		369,720
Sealed Air Corporation		29,000		694,550
Sonoco Products Company		12,000		414,840
				2,950,210
Telecommunication Services - 1.4%
AT&T, Inc.		15,000		531,000

Utilities - 1.6%
FirstEnergy Corporation		5,000		186,700
PPL Corporation		14,000		423,640
				610,340

Total Common Stocks (Cost $20,937,497)			$	28,828,284

FBP APPRECIATION & INCOME OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS (Continued)

CORPORATE BONDS - 9.0%	Par Value		Value
Financials - 5.5%
American Express Company, 4.875%, due 07/15/2013	$	750,000	$	751,125
Berkley (W.R.) Corporation, 5.60%, due 05/15/2015		750,000		798,608
Prudential Financial, Inc., 3.00%, due 05/12/2016		500,000		520,984
				2,070,717
Industrials - 3.5%
Eaton Corporation, 5.95%, due 03/20/2014		750,000		779,018
Equifax, Inc., 4.45%, due 12/01/2014		500,000		522,362
				1,301,380

Total Corporate Bonds (Cost $3,341,824)			$	3,372,097

MUNICIPAL BONDS - 0.7%	Par Value		Value
Wise Co., Virginia, Industrial Dev. Authority, Revenue,
1.70%, due 02/01/2017 (Cost $298,458)	$	300,000	$	289,725

MONEY MARKET FUNDS - 14.9%	Shares		Value
Fidelity Institutional Money Market Government Portfolio - Class I, 0.01% (c)		3,680,346	$	3,680,346
First American Government Obligations Fund, Class Z, 0.02% (c)		1,902,670		1,902,670
Total Money Market Funds (Cost $5,583,016)			$	5,583,016

Total Investments at Value - 101.3% (Cost $30,160,795)			$	38,073,122

Liabilities in Excess of Other Assets - (1.3%)				(506,537	)

Net Assets - 100.0%			$	37,566,585

ADR	- American Depositary Receipt.

(a)	Security covers a written call option.
(b)	Non-income producing security.
(c)	The rate shown is the 7-day effective yield as of June 30, 2013.

See accompanying notes to Schedules of Investments.

FBP APPRECIATION & INCOME OPPORTUNITIES FUND
SCHEDULE OF OPEN OPTION CONTRACTS
June 30, 2013 (Unaudited)

COVERED CALL OPTIONS	Option Contracts		Value of Options		Premiums Received
Archer-Daniels-Midland Company,
01/18/2014 at $37		80	$	9,200	$	9,040
Avery Dennison Corporation,
10/19/2013 at $45		50		6,250		9,100
Avon Products, Inc.,
10/19/2013 at $25		60		2,100		7,658
Baker Hughes, Inc.,
01/18/2014 at $50		20		4,320		4,039
Best Buy Company, Inc.,
09/21/2013 at $25		50		18,000		6,029
01/18/2014 at $18		30		29,700		3,209
Computer Sciences Corporation,
01/18/2014 at $35		50		51,500		13,599
01/18/2014 at $55		25		2,250		6,175
FedEx Corporation,
01/18/2014 at $110		28		8,092		12,235
H&R Block, Inc.,
07/20/2013 at $25		50		14,750		6,850
Hewlett-Packard Company,
01/18/2014 at $20		50		28,350		6,599
Ingersoll-Rand plc,
01/18/2014 at $57.5		25		8,500		5,799
01/18/2014 at $62.5		25		4,375		6,675
Martin Marietta Materials, Inc.,
07/20/2013 at $95		25		12,750		14,674
Masco Corporation,
07/20/2013 at $18		65		11,700		10,410
Norfolk Southern Corporation,
01/18/2014 at $85		40		4,600		7,884
Nucor Corporation,
07/20/2013 at $49		40		80		6,879
PepsiCo, Inc.,
01/18/2014 at $87.5		14		2,030		2,716
Walgreen Company,
10/19/2013 at $47		60		7,320		11,220
			$	225,867	$	150,790

See accompanying notes to Schedules of Investments.

THE FLIPPIN, BRUCE & PORTER FUNDS

NOTES TO SCHEDULES OF INVESTMENTS

June 30, 2013 (Unaudited)

1. Securities Valuation

Portfolio securities of FBP Equity & Dividend Plus Fund and FBP Appreciation & Income Opportunities Fund (the “Funds”) are valued as of the close of business of the regular session of the New York Stock Exchange (normally 4:00 p.m., Eastern time). Securities traded on a national stock exchange are valued based upon the closing price on the principal exchange where the security is traded. Securities which are quoted by NASDAQ are valued at the NASDAQ Official Closing Price. Securities which are traded over-the-counter are valued at the last sales price, if available, otherwise, at the last quoted bid price. It is expected that fixed income securities will ordinarily be traded in the over-the-counter market, and common stocks will ordinarily be traded on a national securities exchange, but may also be traded in the over-the-counter market. Call options written by the Funds are valued at the then current market quotation, using the ask price as of the close of each day on the principal exchanges on which they are traded. Short-term instruments (those with remaining maturities of 60 days or less) may be valued at amortized cost, which approximates market value.

When market quotations are not readily available, securities may be valued on the basis of prices provided by an independent pricing service. The prices provided by the pricing service are determined with consideration given to institutional bid and last sale prices and take into account securities prices, yields, maturities, call features, ratings, institutional trading in similar groups of securities and developments related to specific securities and will be classified as Level 2 within the fair value hierarchy (see below). If a pricing service cannot provide a valuation or the investment adviser believes the price received from the pricing service is not indicative of fair value, securities will be valued in good faith at fair value using methods consistent with those determined by the Board of Trustees and will be classified as Level 2 or 3 within the fair value hierarchy, depending on the inputs used. Such methods of fair valuation may include, but are not limited to: multiple of earnings, multiple of book value, discount from market of a similar freely traded security, purchase price of security, subsequent private transactions in the security or related securities, or a combination of these and other factors.

Accounting principles generally accepted in the United States establish a single authoritative definition of fair value, set out a framework for measuring fair value and require additional disclosures about fair value measurements. Various inputs are used in determining the value of each Fund’s investments. These inputs are summarized in the three broad levels listed below:

Level 1 – quoted prices in active markets for identical securities

Level 2 – other significant observable inputs

Level 3 – significant unobservable inputs

For example, fixed income securities, including corporate bonds and municipal bonds, held by FBP Appreciation & Income Opportunities Fund are classified as Level 2 since the values for such securities are based on prices provided by an independent pricing service that utilizes various “other significant observable inputs” including bid and ask quotations, prices of similar securities and interest rates, among other factors.

THE FLIPPIN, BRUCE & PORTER FUNDS

NOTES TO SCHEDULES OF INVESTMENTS (Continued)

The following is a summary of the inputs used to value each Fund’s investments and other financial instruments as of June 30, 2013 by security type:

FBP Equity & Dividend Plus Fund
	Level 1			Level 2		Level 3		Total
Investments in Securities:
Common Stocks	$	21,515,337		$	-	$	-	$	21,515,337
Money Market Funds		2,359,067			-		-		2,359,067
Total	$	23,874,404		$	-	$	-	$	23,874,404

Other Financial Instruments:
Covered Call Options	$	(168,855	)	$	-	$	-	$	(168,855	)
Total	$	(168,855	)	$	-	$	-	$	(168,855	)

FBP Appreciation & Income Opportunities Fund
	Level 1			Level 2		Level 3		Total
Investments in Securities:
Common Stocks	$	28,828,284		$	-	$	-	$	28,828,284
Corporate Bonds		-			3,372,097		-		3,372,097
Municipal Bonds		-			289,725		-		289,725
Money Market Funds		5,583,016			-		-		5,583,016
Total	$	34,411,300		$	3,661,822	$	-	$	38,073,122

Other Financial Instruments:
Covered Call Options	$	(225,867	)	$	-	$	-	$	(225,867	)
Total	$	(225,867	)	$	-	$	-	$	(225,867	)

Refer to each Fund’s Schedule of Investments for a listing of the common stocks and corporate bonds valued by sector type. As of June 30, 2013, the Funds did not have any transfers in and out of any Level. There were no Level 3 securities held in the Funds as of June 30, 2013. It is the Funds’ policy to recognize transfers into and out of any Level at the end of the reporting period.

2. Investment Transactions

Security transactions are accounted for on trade date. Gains and losses on securities sold are determined on a specific identification basis.

THE FLIPPIN, BRUCE & PORTER FUNDS

NOTES TO SCHEDULES OF INVESTMENTS (Continued)

3. Federal Income Tax

The following information is computed on a tax basis for each item as of June 30, 2013:

				FBP
	FBP			Appreciation
	Equity &			& Income
	Dividend Plus			Opportunities
	Fund			Fund

Tax cost of portfolio investments	$	19,274,516		$	30,160,795

Gross unrealized appreciation	$	4,881,641		$	8,704,702
Gross unrealized depreciation		(281,753	)		(792,375	)

Net unrealized appreciation on investements	$	4,599,888		$	7,912,327

Net unrealized depreciation on option contracts	$	(43,327	)	$	(75,077	)

As of June 30, 2013, the tax cost of written option contracts for FBP Equity & Dividend Plus Fund and FBP Appreciation & Income Opportunities Fund is $125,528 and $150,790, respectively.

THE GOVERNMENT STREET EQUITY FUND
SCHEDULE OF INVESTMENTS
June 30, 2013 (Unaudited)

COMMON STOCKS - 85.5%	Shares		Value
Consumer Discretionary - 10.3%
Comcast Corporation - Class A		30,000	$	1,256,400
CST Brands, Inc. (a)		555		17,100
Darden Restaurants, Inc.		11,000		555,280
Home Depot, Inc. (The)		17,500		1,355,725
Johnson Controls, Inc.		18,600		665,694
McDonald's Corporation		7,000		693,000
NIKE, Inc. - Class B		12,000		764,160
Tractor Supply Company		7,000		823,270
Urban Outfitters, Inc. (a)		10,000		402,200
Walt Disney Company (The)		30,000		1,894,500
				8,427,329
Consumer Staples - 10.2%
Altria Group, Inc.		33,000		1,154,670
Anheuser-Busch InBev SA/NV - ADR		11,500		1,037,990
Coca-Cola Company (The)		25,000		1,002,750
Costco Wholesale Corporation		1,500		165,855
Kraft Foods Group, Inc.		8,278		462,492
McCormick & Company, Inc. - Non-Voting Shares		10,000		703,600
Mondel ēz International, Inc. - Class A		24,836		708,571
Philip Morris International, Inc.		16,500		1,429,230
Procter & Gamble Company (The)		10,000		769,900
Whole Foods Market, Inc.		19,000		978,120
				8,413,178
Energy - 8.5%
Apache Corporation		2,489		208,653
Chevron Corporation		9,300		1,100,562
ConocoPhillips		24,500		1,482,250
Marathon Oil Corporation		11,000		380,380
Phillips 66		8,300		488,953
Pioneer Natural Resources Company		8,000		1,158,000
Range Resources Corporation		11,000		850,520
Spectra Energy Corporation		10,000		344,600
TransCanada Corporation		16,000		689,760
Valero Energy Corporation		7,000		243,390
				6,947,068
Financials - 14.0%
Aflac, Inc.		10,565		614,038
American Capital Ltd. (a)		12,990		164,583
American International Group, Inc. (a)		18,000		804,600

THE GOVERNMENT STREET EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 85.5% (Continued)	Shares		Value
Financials - 14.0% (Continued)
Bank of America Corporation		50,000	$	643,000
Bank of New York Mellon Corporation (The)		10,000		280,500
Brookfield Asset Management, Inc. - Class A		21,000		756,420
Brookfield Property Partners, L.P.		1,205		24,462
Colonial Properties Trust		41,400		998,568
Cullen/Frost Bankers, Inc.		17,500		1,168,475
Franklin Resources, Inc.		8,000		1,088,160
HCP, Inc.		6,000		272,640
JPMorgan Chase & Company		27,000		1,425,330
KKR & Company, L.P.		20,000		393,200
Plum Creek Timber Company, Inc.		15,000		700,050
Protective Life Corporation		12,000		460,920
Rayonier, Inc.		13,000		720,070
Wells Fargo & Company		23,000		949,210
				11,464,226
Health Care - 10.4%
Abbott Laboratories		10,000		348,800
AbbVie, Inc.		10,000		413,400
Alexion Pharmaceuticals, Inc. (a)		8,690		801,566
Cardinal Health, Inc.		11,965		564,748
CareFusion Corporation (a)		8,000		294,800
Cerner Corporation (a)		8,225		790,340
Elan Corporation plc - ADR (a)		6,500		91,910
Fresenius Medical Care AG & Company KGaA - ADR		12,000		423,240
Gilead Sciences, Inc. (a)		16,000		819,360
Henry Schein, Inc. (a)		2,500		239,375
Novartis AG - ADR		3,000		212,130
Pfizer, Inc.		25,000		700,250
Prothena Corporation plc (a)		158		2,040
Questcor Pharmaceuticals, Inc.		4,000		181,840
Regeneron Pharmaceuticals, Inc. (a)		2,300		517,224
Seattle Genetics, Inc. (a)		4,000		125,840
Shire plc - ADR		5,000		475,550
Techne Corporation		10,000		690,800
Waters Corporation (a)		8,625		862,931
				8,556,144
Industrials - 8.6%
C.H. Robinson Worldwide, Inc.		3,000		168,930
Caterpillar, Inc.		10,350		853,771
Emerson Electric Company		15,000		818,100

THE GOVERNMENT STREET EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 85.5% (Continued)	Shares		Value
Industrials - 8.6% (Continued)
General Dynamics Corporation		15,000	$	1,174,950
Ingersoll-Rand plc		10,000		555,200
Manitowoc Company, Inc. (The)		14,000		250,740
Norfolk Southern Corporation		10,000		726,500
Quanta Services, Inc. (a)		11,500		304,290
Stericycle, Inc. (a)		7,000		773,010
United Technologies Corporation		15,500		1,440,570
				7,066,061
Information Technology - 16.6%
Accenture plc - Class A		9,500		683,620
Adobe Systems, Inc. (a)		20,000		911,200
Apple, Inc.		5,505		2,180,420
Automatic Data Processing, Inc.		12,400		853,864
Broadridge Financial Solutions, Inc.		5,000		132,900
eBay, Inc. (a)		7,000		362,040
Google, Inc. - Class A (a)		1,300		1,144,481
International Business Machines Corporation		8,500		1,624,435
MasterCard, Inc. - Class A		3,500		2,010,750
NetApp, Inc. (a)		13,000		491,140
QUALCOMM, Inc.		5,000		305,400
TE Connectivity Ltd.		12,000		546,480
Texas Instruments, Inc.		10,000		348,700
Visa, Inc. - Class A		9,500		1,736,125
Western Union Company (The)		10,000		171,100
Yahoo!, Inc. (a)		5,000		125,550
				13,628,205
Materials - 2.7%
Ecolab, Inc.		4,000		340,760
Freeport-McMoRan Copper & Gold, Inc.		8,932		246,612
International Paper Company		5,000		221,550
Monsanto Company		5,000		494,000
Praxair, Inc.		5,000		575,800
Sherwin-Williams Company (The)		2,100		370,860
				2,249,582
Telecommunication Services - 1.9%
Telstra Corporation Ltd. - ADR		30,000		655,200
Verizon Communications, Inc.		18,000		906,120
				1,561,320
Utilities - 2.3%
Duke Energy Corporation		19,000		1,282,500

THE GOVERNMENT STREET EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 85.5% (Continued)	Shares		Value
Utilities - 2.3% (Continued)
Wisconsin Energy Corporation		14,000	$	573,860
				1,856,360

Total Common Stocks (Cost $43,801,167)			$	70,169,473

EXCHANGE-TRADED FUNDS - 7.7%	Shares		Value
iShares Core S&P Mid-Cap ETF		8,000	$	924,000
iShares Russell 2000 Index Fund		15,000		1,457,400
Market Vectors Agribusiness ETF		12,000		614,280
ProShares Credit Suisse 130/30 ETF		10,000		759,800
Vanguard Mid-Cap ETF		26,900		2,559,266
Total Exchange-Traded Funds (Cost $4,719,111)			$	6,314,746

EXCHANGE-TRADED NOTES - 3.0%	Shares		Value
JPMorgan Alerian MLP Index ETN (Cost $1,843,715)		52,000	$	2,427,880

WARRANTS - 0.0% (b)	Shares		Value
American International Group, Inc., 01/19/2021 at $45 (a) (Cost $13,600)		800	$	14,592

COMMERCIAL PAPER - 3.8%	Par Value		Value
U.S. Bank, N.A., discount, 0.02% (c) , due 07/01/2013 (Cost $3,138,000)	$	3,138,000	$	3,138,000

THE GOVERNMENT STREET EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)

MONEY MARKET FUNDS - 0.0% (b)	Shares		Value
Invesco STIT - STIC Prime Portfolio (The) - Institutional Class, 0.02% (d) (Cost $453)		453	$	453

Total Investments at Value - 100.0% (Cost $53,516,046)			$	82,065,144

Other Assets in Excess of Liabilities - 0.0% (b)				13,159

Net Assets - 100.0%			$	82,078,303

ADR	- American Depositary Receipt.

(a)	Non-income producing security.
(b)	Percentage rounds to less than 0.1%.
(c)	Rate shown is the annualized yield at time of purchase, not a coupon rate.
(d)	The rate shown is the 7-day effective yield as of June 30, 2013.

See accompanying notes to Schedules of Investments.

THE GOVERNMENT STREET MID-CAP FUND
SCHEDULE OF INVESTMENTS
June 30, 2013 (Unaudited)

COMMON STOCKS - 79.8%	Shares		Value
Consumer Discretionary - 13.9%
BorgWarner, Inc. (a)		2,800	$	241,220
Buffalo Wild Wings, Inc. (a)		2,400		235,584
Chico's FAS, Inc.		7,100		121,126
Coach, Inc.		5,825		332,549
CST Brands, Inc. (a)		550		16,945
Darden Restaurants, Inc.		2,275		114,842
Dollar Tree, Inc. (a)		4,200		213,528
Family Dollar Stores, Inc.		2,800		174,468
Gildan Activewear, Inc. - Class A		8,600		348,386
Guess?, Inc.		6,075		188,507
Hasbro, Inc.		2,525		113,196
Jarden Corporation (a)		8,475		370,781
John Wiley & Sons, Inc. - Class A		1,800		72,162
Liberty Global plc - Series A (a)		5,125		379,660
Nordstrom, Inc.		3,900		233,766
O'Reilly Automotive, Inc. (a)		4,200		473,004
Panera Bread Company - Class A (a)		1,600		297,504
PetSmart, Inc.		3,500		234,465
PVH Corporation		4,100		512,705
Ross Stores, Inc.		6,000		388,860
Service Corporation International		15,200		274,056
Tiffany & Company		3,475		253,119
Tractor Supply Company		780		91,736
True Religion Apparel, Inc.		8,600		272,276
Urban Outfitters, Inc. (a)		5,600		225,232
Vail Resorts, Inc.		1,700		104,584
VF Corporation		1,175		226,846
				6,511,107
Consumer Staples - 3.5%
Church & Dwight Company, Inc.		10,800		666,468
Hormel Foods Corporation		12,000		462,960
J.M. Smucker Company (The)		4,700		484,805
Tyson Foods, Inc. - Class A		2,000		51,360
				1,665,593
Energy - 5.2%
Cameron International Corporation (a)		4,010		245,252
Cimarex Energy Company		3,250		211,217
Murphy Oil Corporation		3,740		227,729
Noble Corporation		5,360		201,429

THE GOVERNMENT STREET MID-CAP FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 79.8% (Continued)	Shares		Value
Energy - 5.2% (Continued)
NuStar Energy, L.P.		4,350	$	198,577
Peabody Energy Corporation		8,200		120,048
Pioneer Natural Resources Company		2,680		387,930
Range Resources Corporation		3,500		270,620
Schlumberger Ltd.		3,134		224,582
Ultra Petroleum Corporation (a)		9,900		196,218
Valero Energy Corporation		4,950		172,112
				2,455,714
Financials - 14.3%
Alexander & Baldwin, Inc. (a)		3,000		119,250
Alleghany Corporation (a)		765		293,232
American Financial Group, Inc.		6,600		322,806
Annaly Capital Management, Inc.		12,200		153,354
Arch Capital Group Ltd. (a)		5,650		290,467
Arthur J. Gallagher & Company		6,750		294,907
Axis Capital Holdings Ltd.		5,000		228,900
Bank of Hawaii Corporation		6,000		301,920
Berkley (W.R.) Corporation		6,450		263,547
Colonial Properties Trust		30,000		723,600
Cullen/Frost Bankers, Inc.		4,400		293,788
Eaton Vance Corporation		8,500		319,515
Everest Re Group Ltd.		2,050		262,933
IntercontinentalExchange, Inc. (a)		1,850		328,856
Jones Lang LaSalle, Inc.		2,800		255,192
Kemper Corporation		6,200		212,350
Liberty Property Trust		5,680		209,933
NASDAQ OMX Group, Inc. (The)		9,500		311,505
New York Community Bancorp, Inc.		12,970		181,580
Old Republic International Corporation		21,400		275,418
Potlatch Corporation		6,941		280,694
Rayonier, Inc.		5,250		290,798
SEI Investments Company		10,000		284,300
Westamerica Bancorporation		4,370		199,665
				6,698,510
Health Care - 8.3%
Abaxis, Inc.		1,000		47,510
Alexion Pharmaceuticals, Inc. (a)		1,000		92,240
Bio-Rad Laboratories, Inc. - Class A (a)		2,500		280,500
C.R. Bard, Inc.		1,000		108,680
Cantel Medical Corporation		3,000		101,610

THE GOVERNMENT STREET MID-CAP FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 79.8% (Continued)	Shares		Value
Health Care - 8.3% (Continued)
Cerner Corporation (a)		400	$	38,436
Charles River Laboratories International, Inc. (a)		4,000		164,120
Chemed Corporation		1,000		72,430
Computer Programs & Systems, Inc.		1,800		88,452
Covance, Inc. (a)		4,000		304,560
Covidien plc		1,500		94,260
Ensign Group, Inc. (The)		3,000		105,660
Fresenius Medical Care AG & Company KGaA - ADR		4,400		155,188
Hanger, Inc. (a)		4,000		126,520
Henry Schein, Inc. (a)		3,000		287,250
Illumina, Inc. (a)		2,000		149,680
ImmunoGen, Inc. (a)		2,000		33,180
Intuitive Surgical, Inc. (a)		200		101,316
Life Technologies Corporation (a)		2,891		213,963
ResMed, Inc.		6,000		270,780
Seattle Genetics, Inc. (a)		2,500		78,650
Shire plc - ADR		1,500		142,665
Techne Corporation		4,500		310,860
Teleflex, Inc.		4,000		309,960
Waters Corporation (a)		2,000		200,100
				3,878,570
Industrials - 12.1%
AMETEK, Inc.		1,350		57,105
C.H. Robinson Worldwide, Inc.		5,000		281,550
Deluxe Corporation		5,000		173,250
Donaldson Company, Inc.		12,000		427,920
Engility Holdings, Inc. (a)		500		14,210
Expeditors International of Washington, Inc.		6,000		228,060
Fastenal Company		9,950		456,207
Graco, Inc.		6,000		379,260
Jacobs Engineering Group, Inc. (a)		4,475		246,707
Joy Global, Inc.		2,000		97,060
L-3 Communications Holdings, Inc.		3,000		257,220
Manpower, Inc.		4,000		219,200
Matson, Inc.		3,000		75,000
MSC Industrial Direct Company, Inc. - Class A		5,000		387,300
Pentair Ltd.		2,400		138,456
Snap-on, Inc.		4,275		382,100
SPX Corporation		5,000		359,900

THE GOVERNMENT STREET MID-CAP FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 79.8% (Continued)	Shares		Value
Industrials - 12.1% (Continued)
Stericycle, Inc. (a)		7,500	$	828,225
Timken Company		5,000		281,400
Waste Connections, Inc.		6,000		246,840
WESCO International, Inc. (a)		1,850		125,726
				5,662,696
Information Technology - 12.6%
ADTRAN, Inc.		8,000		196,880
Advent Software, Inc. (a)		8,000		280,480
Alliance Data Systems Corporation (a)		2,610		472,488
Arrow Electronics, Inc. (a)		8,600		342,710
Cognizant Technology Solutions Corporation - Class A (a)		3,000		187,830
Cree, Inc. (a)		4,820		307,805
Diebold, Inc.		5,000		168,450
DST Systems, Inc.		4,000		261,320
Harris Corporation		6,000		295,500
IAC/InterActiveCorporation		3,000		142,680
Integrated Device Technology, Inc. (a)		10,000		79,400
Jack Henry & Associates, Inc.		9,000		424,170
Lam Research Corporation (a)		6,000		266,040
Linear Technology Corporation		6,000		221,040
Microchip Technology, Inc.		5,000		186,250
National Instruments Corporation		12,000		335,280
NetApp, Inc. (a)		5,000		188,900
Polycom, Inc. (a)		8,000		84,320
Rackspace Hosting, Inc. (a)		4,000		151,560
Rovi Corporation (a)		6,000		137,040
SanDisk Corporation (a)		5,000		305,500
Solera Holdings, Inc.		4,000		222,600
Western Union Company (The)		12,400		212,164
Xilinx, Inc.		7,000		277,270
Zebra Technologies Corporation - Class A (a)		4,000		173,760
				5,921,437
Materials - 5.8%
Airgas, Inc.		4,000		381,840
Albemarle Corporation		8,000		498,320
Ashland, Inc.		3,000		250,500
Cabot Corporation		4,000		149,680
Martin Marietta Materials, Inc.		2,500		246,050
Packaging Corporation of America		5,000		244,800

THE GOVERNMENT STREET MID-CAP FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 79.8% (Continued)	Shares		Value
Materials - 5.8% (Continued)
Scotts Miracle-Gro Company (The) - Class A		4,000	$	193,240
Sonoco Products Company		5,000		172,850
Steel Dynamics, Inc.		12,000		178,920
Valspar Corporation (The)		6,000		388,020
				2,704,220
Utilities - 4.1%
AGL Resources, Inc.		8,400		360,024
Great Plains Energy, Inc.		9,050		203,987
ONEOK, Inc.		12,000		495,720
Pepco Holdings, Inc.		7,900		159,264
SCANA Corporation		7,530		369,723
Vectren Corporation		10,600		358,598
				1,947,316

Total Common Stocks (Cost $22,326,863)			$	37,445,163

EXCHANGE-TRADED FUNDS - 12.0%	Shares		Value
First Trust NYSE Arca Biotechnology Index Fund (a)		8,000	$	465,520
Guggenheim Mid-Cap Core ETF		26,000		1,036,360
iShares Core S&P Mid-Cap ETF		9,355		1,080,503
iShares Nasdaq Biotechnology Index Fund		2,500		434,700
SPDR ® S&P Homebuilders ETF Trust		4,360		128,271
SPDR ® S&P MIDCAP 400 ® ETF Trust		5,000		1,051,900
Vanguard Mid-Cap ETF		15,000		1,427,100
Total Exchange-Traded Funds (Cost $4,299,302)			$	5,624,354

EXCHANGE-TRADED NOTES - 2.7%	Shares		Value
JPMorgan Alerian MLP Index ETN (Cost $980,004)		27,000	$	1,260,630

COMMERCIAL PAPER - 5.1%	Par Value		Value
U.S. Bancorp, discount, 0.02% (b) , due 07/01/2013	$	2,300,000	$	2,300,000
U.S. Bank, N.A., discount, 0.02% (b) , due 07/01/2013		122,000		122,000
Total Commercial Paper (Cost $2,422,000)			$	2,422,000

THE GOVERNMENT STREET MID-CAP FUND
SCHEDULE OF INVESTMENTS (Continued)

MONEY MARKET FUNDS - 0.0% (c)	Shares		Value
Invesco STIT - STIC Prime Portfolio (The) - Institutional Class, 0.02% (d) (Cost $46)		46	$	46

Total Investments at Value - 99.6% (Cost $30,028,215)			$	46,752,193

Other Assets in Excess of Liabilities - 0.4%				165,313

Net Assets - 100.0%			$	46,917,506

ADR	- American Depositary Receipt.

(a)	Non-income producing security.
(b)	Rate shown is the annualized yield at time of purchase, not a coupon rate.
(c)	Percentage rounds to less than 0.1%.
(d)	The rate shown is the 7-day effective yield as of June 30, 2013.

See accompanying notes to Schedules of Investments.

THE ALABAMA TAX FREE BOND FUND
SCHEDULE OF INVESTMENTS
June 30, 2013 (Unaudited)

ALABAMA FIXED RATE REVENUE AND GENERAL OBLIGATION (GO) BONDS - 96.2%	Par Value		Value
Alabama Drinking Water Financing Auth., Rev.,
4.00 %, due 08/15/2014	$	250,000	$	253,085
5.00 %, due 08/15/2018		400,000		422,560
Alabama State Public School & College Auth., Capital Improvements, Rev.,
5.00%, due 12/01/2017		470,000		542,436
Alabama State Public School & College Auth., Capital Improvements, Series A, Rev.,
4.00 %, due 02/01/2017		250,000		274,030
3.75 %, due 02/01/2018		200,000		218,548
Alabama State, GO,
5.00 %, due 09/01/2015		300,000		301,125
5.00 %, due 02/01/2016		575,000		613,473
5.00 %, due 09/01/2016		300,000		301,119
5.00 %, due 09/01/2017		300,000		307,113
Anniston, AL, Waterworks & Sewer Board, Water & Sewer, Rev.,
3.50%, due 06/01/2016		500,000		528,425
Athens, AL, Electric Rev., Warrants,
3.00 %, due 06/01/2016		510,000		531,721
3.00 %, due 06/01/2019		375,000		391,054
Athens, AL, GO, Warrants,
4.00%, due 09/01/2018		300,000		334,038
Auburn University, AL, General Fee Rev.,
5.00 %, due 06/01/2018		315,000		366,002
5.00 %, due 06/01/2020		350,000		414,827
Auburn, AL, Refunding & Capital Improvements, Series B, GO, Warrants,
4.00%, due 08/01/2018		200,000		222,354
Auburn, AL, School, Series A, GO, Warrants,
5.00%, due 08/01/2018		500,000		577,795
Auburn, AL, Waterworks Board, Water Rev.,
5.00%, due 09/01/2014		205,000		215,113
Baldwin Co., AL, Board of Education, Rev.,
5.00%, due 07/01/2018		590,000		658,469
Baldwin Co., AL, GO, Warrants,
5.00 %, due 02/01/2015		200,000		205,254
4.00 %, due 06/01/2019		200,000		219,626

THE ALABAMA TAX FREE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)

ALABAMA FIXED RATE REVENUE AND GENERAL OBLIGATION (GO) BONDS - 96.2% (Continued)	Par Value		Value
Baldwin Co., AL, Series A, GO, Warrants,
5.00%, due 02/01/2017	$	320,000	$	362,685
Birmingham, AL, Waterworks Board, Water Rev.,
5.00 %, due 01/01/2017		400,000		447,816
3.625 %, due 07/01/2018		250,000		269,835
Calera, AL, GO, Warrants,
3.00 %, due 12/01/2016		250,000		263,745
3.00 %, due 12/01/2017		410,000		433,657
Calhoun Co., AL, Gas Tax Anticipation, Series A, Rev., Warrants,
4.00%, due 03/01/2016		445,000		474,321
Chambers Co., AL, Gasoline Tax Anticipation, Rev., Warrants,
2.00%, due 11/01/2019		290,000		283,040
Chelsea, AL, GO,
4.00%, due 05/01/2015		260,000		273,286
Decatur, AL, Sewer Rev., Warrants,
3.00%, due 08/15/2019		500,000		525,110
Enterprise, AL, GO, School Warrants,
4.00%, due 02/01/2016		400,000		430,672
Florence, AL, Board of Education, Rev.,
3.00%, due 03/01/2016		500,000		523,040
Florence, AL, Electric Rev., Warrants,
3.10 %, due 06/01/2015		300,000		309,747
3.50 %, due 06/01/2017		515,000		546,240
Foley, AL, GO, Warrants,
4.00%, due 01/01/2015		315,000		330,766
Foley, AL, Utilities Board, Utilities Rev.,
4.00 %, due 11/01/2018		710,000		792,644
4.00 %, due 11/01/2019		225,000		249,426
4.50 %, due 11/01/2019		250,000		272,652
Gadsden, AL, GO, School Warrants,
3.00%, due 08/01/2015		250,000		259,215
Homewood, AL, Board of Education, Special Tax School Warrants,
4.00%, due 04/01/2017		500,000		544,990
Homewood, AL, GO, Warrants,
5.00%, due 09/01/2015		250,000		273,367

THE ALABAMA TAX FREE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)

ALABAMA FIXED RATE REVENUE AND GENERAL OBLIGATION (GO) BONDS - 96.2% (Continued)	Par Value		Value
Hoover City, AL, Board of Education, Special Tax School Warrants,
4.00 %, due 02/15/2020	$	470,000	$	515,200
4.00 %, due 02/15/2021		245,000		265,815
4.00 %, due 02/15/2022		250,000		266,993
Houston Co., AL, Board of Education, GO, Capital Outlay Warrants,
4.00%, due 12/01/2013		545,000		552,281
Houston Co., AL, GO,
4.75%, due 10/15/2016		500,000		528,775
Huntsville, AL, Electric Systems, Rev.,
4.00 %, due 12/01/2013		300,000		304,761
3.00 %, due 12/01/2016		375,000		399,315
Huntsville, AL, GO, Capital Improvement Warrants,
4.00 %, due 03/01/2015		550,000		581,124
5.00 %, due 11/01/2017,
Prerefunded 11/1/2013 @ 100		300,000		304,676
Huntsville, AL, GO, Refunding and Capital Improvement Warrants,
4.00 %, due 09/01/2016		500,000		546,310
4.00 %, due 09/01/2018		500,000		558,215
Jacksonville, AL, GO, Warrants,
2.00%, due 09/01/2016		200,000		202,878
Limestone Co., AL, Board of Education, Special Tax Warrants,
3.00%, due 11/01/2019		560,000		579,975
Macon Co., AL, GO, Warrants,
4.25%, due 10/01/2027,
Prerefunded 10/01/2017 @ 100		200,000		224,936
Madison Co., AL, Board of Education, Rev., Tax Anticipation Warrants,
2.00%, due 09/01/2019		220,000		217,468
Madison Co., AL, Series A, Water Rev., Warrants,
2.00%, due 07/01/2017		250,000		255,877

THE ALABAMA TAX FREE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)

ALABAMA FIXED RATE REVENUE AND GENERAL OBLIGATION (GO) BONDS - 96.2% (Continued)	Par Value		Value
Mobile Co., AL, GO, Refunding and Improvement Warrants,
4.50 %, due 08/01/2013	$	100,000	$	100,389
5.25 %, due 08/01/2015,
Prerefunded 08/01/2014 @ 100		400,000		421,592
Montgomery, AL, GO, Warrants,
3.00 %, due 11/01/2014		500,000		517,045
2.50 %, due 04/01/2021		500,000		504,595
Montgomery, AL, Waterworks & Sanitation, Rev.,
5.00%, due 09/01/2017		250,000		285,568
Morgan Co., AL, Board of Education, Rev., Capital Outlay Warrants,
4.00%, due 03/01/2019		250,000		274,450
Mountain Brook, AL, City Board of Education, GO, Warrants,
3.00%, due 03/01/2020		300,000		315,747
North Alabama Gas District, Rev.,
3.00%, due 06/01/2020		420,000		429,702
Opelika, AL, GO, Warrants,
2.00%, due 11/01/2017		275,000		280,385
Opelika, AL, Utilities Board, Series B, Rev.,
3.00 %, due 06/01/2016		475,000		497,330
3.00 %, due 06/01/2018		215,000		223,795
Orange Beach, AL, GO, Warrants,
4.00 %, due 02/01/2018		200,000		219,264
5.00 %, due 02/01/2019		240,000		279,190
Prattville, AL, Waterworks Board, Rev.,
3.00%, due 08/01/2017		290,000		304,575
Sheffield, AL, Electric Rev.,
4.00%, due 07/01/2017		600,000		664,440
St. Clair Co., AL, GO,
4.00 %, due 08/01/2013		145,000		145,449
4.00 %, due 08/01/2014		205,000		212,419
Sumter Co., AL, School Rev., Warrants,
4.50%, due 02/01/2031,
Prerefunded 02/01/2016 @ 100		500,000		548,030

THE ALABAMA TAX FREE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)

ALABAMA FIXED RATE REVENUE AND GENERAL OBLIGATION (GO) BONDS - 96.2% (Continued)	Par Value		Value
Tuscaloosa, AL, Public Building Auth., Student Housing Rev.,
4.00%, due 07/01/2013	$	350,000	$	350,102
Tuscaloosa, AL, Series B, GO, Warrants,
4.00%, due 01/01/2020		500,000		557,830
University of Alabama, AL, Rev.,
4.00%, due 10/01/2014		500,000		522,795
University of Alabama, AL, Series A, Rev.,
3.00 %, due 07/01/2016		340,000		360,937
5.00 %, due 07/01/2017		245,000		279,731
Vestavia Hills, AL, GO, Warrants,
4.00%, due 02/01/2018		515,000		564,605
Vestavia Hills, AL, Series A, GO, Warrants,
3.00%, due 02/01/2018		240,000		254,102
Wetumpka, AL, Waterworks & Sewer, Rev.,
4.00%, due 03/01/2018		320,000		345,754

Total Alabama Fixed Rate Revenue and General Obligation (GO) Bonds (Cost $31,200,870)			$	31,528,841

MONEY MARKET FUNDS - 2.9%	Shares		Value
Alpine Municipal Money Market Fund - Class I, 0.00% (a) (Cost $941,317)		941,317	$	941,317

Total Investments at Value - 99.1% (Cost $32,142,187)			$	32,470,158

Other Assets in Excess of Liabilities - 0.9%				310,291

Net Assets - 100.0%			$	32,780,449

(a)	The rate shown is the 7-day effective yield as of June 30, 2013.

See accompanying notes to Schedules of Investments.

THE GOVERNMENT STREET FUNDS

NOTES TO SCHEDULES OF INVESTMENTS

June 30, 2013 (Unaudited)

1. Securities Valuation

The portfolio securities of The Government Street Equity Fund, The Government Street Mid-Cap Fund and The Alabama Tax Free Bond Fund (the “Funds”) are valued as of the close of business of the regular session of the New York Stock Exchange (normally 4:00 p.m., Eastern time). Securities traded on a national stock exchange are valued based upon the closing price on the principal exchange where the security is traded. Securities which are quoted by NASDAQ are valued at the NASDAQ Official Closing Price. Securities which are traded over-the-counter are valued at the last sales price, if available, otherwise, at the last quoted bid price. It is expected that fixed income securities will ordinarily be traded in the over-the-counter market, and common stocks will ordinarily be traded on a national securities exchange, but may also be traded in the over-the-counter market.

When market quotations are not readily available, securities may be valued on the basis of prices provided by an independent pricing service. The prices provided by the pricing service are determined with consideration given to institutional bid and last sale prices and take into account securities prices, yields, maturities, call features, ratings, institutional trading in similar groups of securities and developments related to specific securities. If a pricing service cannot provide a valuation or the investment adviser believes the price received from the pricing service is not indicative of fair value, securities will be valued in good faith at fair value using procedures established by and under the general supervision of the Board of Trustees and will be classified as Level 2 or 3 within the fair value hierarchy (see below), depending on the inputs used. Such methods of fair valuation may include, but are not limited to: multiple of earnings, multiple of book value, discount from market of a similar freely traded security, purchase price of the security, subsequent private transactions in the security or related securities, or a combination of these and other factors. Short-term instruments (those with remaining maturities of 60 days or less) may be valued at amortized cost, which approximates market value.

Various inputs are used in determining the value of each of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

·	Level 1 – quoted prices in active markets for identical securities

·	Level 2 – other significant observable inputs

·	Level 3 – significant unobservable inputs

THE GOVERNMENT STREET FUNDS

NOTES TO SCHEDULES OF INVESTMENTS (Continued)

Fixed income securities, including municipal bonds, are classified as Level 2 since the values for such securities are based on prices provided by an independent pricing service that utilizes various “other significant observable inputs” including bid and ask quotations, prices of similar securities and interest rates, among other factors. Commercial paper held in the Funds is classified as Level 2 since it is valued at amortized cost, which approximates the current fair value of the security and is not obtained from a quoted price in an active market.

The following is a summary of the inputs used to value each Fund’s investments as of June 30, 2013, by security type:


	Level 1		Level 2		Level 3		Total
The Government Street Equity Fund:
Common Stocks	$	70,169,473	$	-	$	-	$	70,169,473
Exchange-Traded Funds		6,314,746		-		-		6,314,746
Exchange-Traded Notes		2,427,880		-		-		2,427,880
Warrants		14,592		-		-		14,592
Commercial Paper		-		3,138,000		-		3,138,000
Money Market Funds		453		-		-		453
Total	$	78,927,144	$	3,138,000	$	-	$	82,065,144

The Government Street Mid-Cap Fund:
Common Stocks	$	37,445,163	$	-	$	-	$	37,445,163
Exchange-Traded Funds		5,624,354		-		-		5,624,354
Exchange-Traded Notes		1,260,630		-		-		1,260,630
Commercial Paper		-		2,422,000		-		2,422,000
Money Market Funds		46		-		-		46
Total	$	44,330,193	$	2,422,000	$	-	$	46,752,193

The Alabama Tax Free Bond Fund:
Municipal Bonds	$	-	$	31,528,841	$	-	$	31,528,841
Money Market Funds		941,317		-		-		941,317
Total	$	941,317	$	31,528,841	$	-	$	32,470,158

THE GOVERNMENT STREET FUNDS

NOTES TO SCHEDULES OF INVESTMENTS (Continued)

Refer to The Government Street Equity Fund’s and The Government Street Mid-Cap Fund’s Schedules of Investments for a listing of the common stocks valued by sector type. As of June 30, 2013, the Funds did not have any transfers in and out of any Level. There were no Level 3 securities or derivative instruments held in the Funds as of June 30, 2013. It is the Funds’ policy to recognize transfers into and out of any Level at the end of the reporting period.

2. Investment Transactions

Security transactions are accounted for on trade date. Gains and losses on securities sold are determined on a specific identification basis.

3. Federal Income Tax

The following information is computed on a tax basis for each item as of June 30, 2013:

	The Government Street Equity Fund			The Government Street Mid-Cap Fund			The Alabama Tax Free Bond Fund
Tax cost of portfolio investments	$	53,516,046		$	30,018,591		$	32,142,187

Gross unrealized appreciation	$	29,225,919		$	17,302,428		$	644,502
Gross unrealized depreciation		(676,821	)		(568,826	)		(316,531	)

Net unrealized appreciation	$	28,549,098		$	16,733,602		$	327,971

The difference between the federal income tax cost and the Schedule of Investments cost for The Government Street Mid-Cap Fund is due to certain timing differences in the recognition of capital gains and losses under income tax regulations and GAAP. These timing differences are temporary in nature and are due to adjustments to basis on public traded partnerships.

4. Concentration of Risk

The Alabama Tax Free Bond Fund invests primarily in debt instruments of municipal issuers in the state of Alabama. The issuers’ abilities to meet their obligations may be affected by economic developments in the state or its region, as well as disruptions in the credit markets and the economy, generally.

THE JAMESTOWN BALANCED FUND
SCHEDULE OF INVESTMENTS
June 30, 2013 (Unaudited)

COMMON STOCKS - 66.5%	Shares		Value
Consumer Discretionary - 8.0%
Comcast Corporation - Class A		6,400	$	268,032
Discovery Communications, Inc. - Class A (a)		2,000		154,420
Dollar Tree, Inc. (a)		5,200		264,368
Macy's, Inc.		5,600		268,800
TJX Companies, Inc. (The)		5,500		275,330
Viacom, Inc. - Class B		4,000		272,200
				1,503,150
Consumer Staples - 7.9%
Archer-Daniels-Midland Company		5,000		169,550
CVS Caremark Corporation		4,700		268,746
Kroger Company (The)		7,500		259,050
Mondel ē z International, Inc. - Class A		7,400		211,122
PepsiCo, Inc.		3,300		269,907
Sysco Corporation		3,700		126,392
Wal-Mart Stores, Inc.		2,400		178,776
				1,483,543
Energy - 9.0%
Apache Corporation		3,100		259,873
Baker Hughes, Inc.		4,500		207,585
Chevron Corporation		2,000		236,680
Hess Corporation		4,000		265,960
Marathon Oil Corporation		3,900		134,862
Noble Corporation		8,300		311,914
Royal Dutch Shell PLC - Class A - ADR		4,000		255,200
				1,672,074
Financials - 10.0%
American Express Company		3,450		257,922
Ameriprise Financial, Inc.		3,500		283,080
BB&T Corporation		7,800		264,264
Discover Financial Services, LLC		3,600		171,504
JPMorgan Chase & Company		7,000		369,530
MetLife, Inc.		6,000		274,560
PNC Financial Services Group, Inc.		3,500		255,220
				1,876,080
Health Care - 9.4%
Abbott Laboratories		3,500		122,080
AbbVie, Inc.		3,200		132,288
Aetna, Inc.		4,500		285,930
AmerisourceBergen Corporation		4,450		248,444

THE JAMESTOWN BALANCED FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 66.5% (Continued)	Shares		Value
Health Care - 9.4% (Continued)
Amgen, Inc.		2,600	$	256,516
McKesson Corporation		2,000		229,000
Thermo Fisher Scientific, Inc.		2,500		211,575
UnitedHealth Group, Inc.		4,000		261,920
				1,747,753
Industrials - 9.3%
Dover Corporation		3,300		256,278
Eaton Corporation PLC		4,300		282,983
FedEx Corporation		2,700		266,166
General Electric Company		13,000		301,470
Norfolk Southern Corporation		3,200		232,480
Ryder System, Inc.		4,300		261,397
Siemens AG - ADR		1,300		131,703
				1,732,477
Information Technology - 12.9%
Apple, Inc.		1,100		435,688
Cisco Systems, Inc.		12,000		291,720
EMC Corporation		11,600		273,992
Google, Inc. - Class A (a)		425		374,157
Intel Corporation		6,100		147,742
International Business Machines Corporation		900		171,999
Microsoft Corporation		4,400		151,932
Oracle Corporation		10,100		310,272
QUALCOMM, Inc.		4,150		253,482
				2,410,984

Total Common Stocks (Cost $7,822,309)			$	12,426,061

EXCHANGE-TRADED FUNDS - 0.9%	Shares		Value
Financial Select Sector SPDR Fund (The) (Cost $173,289)		8,700	$	169,563

U.S. TREASURY OBLIGATIONS - 6.0%	Par Value		Value
U.S. Treasury Notes - 6.0%
4.25%, 11/15/2014	$	350,000	$	369,250
4.25%, 11/15/2017		400,000		452,500
2.625%, 08/15/2020		175,000		182,875

THE JAMESTOWN BALANCED FUND
SCHEDULE OF INVESTMENTS (Continued)

U.S. TREASURY OBLIGATIONS - 6.0% (Continued)	Par Value		Value
U.S. Treasury Notes - 6.0% (Continued)
2.125%, 08/15/2021	$	120,000	$	119,513
Total U.S. Treasury Obligations (Cost $1,056,423)			$	1,124,138

U.S. GOVERNMENT AGENCY OBLIGATIONS - 3.0%	Par Value		Value
Federal Home Loan Mortgage Corporation - 3.0%
5.25%, due 04/18/2016 (Cost $492,110)	$	500,000	$	562,839

CORPORATE BONDS - 13.6%	Par Value		Value
Consumer Discretionary - 1.0%
Anheuser-Busch Companies, Inc., 4.50%, due 04/01/2018	$	100,000	$	109,207
Comcast Corporation, 5.70%, due 07/01/2019		75,000		87,590
				196,797
Consumer Staples - 2.9%
Colgate-Palmolive Company, 1.95%, due 02/01/2023		100,000		90,313
General Mills, Inc., 5.70%, due 02/15/2017		150,000		169,869
Mondel ē z International, Inc., 6.50%, due 08/11/2017		100,000		116,265
PepsiCo, Inc., 3.10%, due 01/15/2015		75,000		77,808
Wal-Mart Stores, Inc., 4.25%, due 04/15/2021		75,000		81,798
				536,053
Energy - 0.6%
Shell International Finance B.V., 4.30%, due 09/22/2019		100,000		110,970

Financials - 4.4%
Aflac, Inc., 2.65%, due 02/15/2017		75,000		76,791
American Express Company, 4.875%, due 07/15/2013		150,000		150,225

THE JAMESTOWN BALANCED FUND
SCHEDULE OF INVESTMENTS (Continued)

CORPORATE BONDS - 13.6% (Continued)	Par Value		Value
Financials - 4.4% (Continued)
BB&T Corporation, 2.15%, due 03/22/2017	$	100,000	$	100,164
JPMorgan Chase & Company, 3.40%, due 06/24/2015		110,000		114,815
Northern Trust Corporation, 4.625%, due 05/01/2014		150,000		155,159
PNC Funding Corporation, 5.125%, due 02/08/2020		110,000		120,865
Royal Bank of Canada, 2.30%, due 07/20/2016		100,000		102,904
				820,923
Health Care - 2.8%
Amgen, Inc., 5.85%, due 06/01/2017		150,000		171,238
GlaxoSmithKline PLC, 5.65%, due 05/15/2018		200,000		231,948
Novartis Securities Investment Ltd., 5.125%, due 02/10/2019		100,000		115,094
				518,280
Information Technology - 0.4%
Cisco Systems, Inc., 4.95%, due 02/15/2019		71,000		80,888

Materials - 0.7%
E.I. du Pont de Nemours and Company, 5.875%, due 01/15/2014		26,000		26,720
E.I. du Pont de Nemours and Company, 4.875%, due 04/30/2014		100,000		103,477
				130,197
Utilities - 0.8%
Virginia Electric & Power Company, 5.00%, due 06/30/2019		125,000		143,694

Total Corporate Bonds (Cost $2,479,339)			$	2,537,802

MORTGAGE-BACKED SECURITIES - 2.4%	Par Value		Value
Federal Home Loan Mortgage Corporation - 0.7%
Pool #A43942, 5.50%, due 03/01/2036	$	41,627	$	44,836
Pool #A97047, 4.50%, due 02/01/2041		78,222		82,601
				127,437

THE JAMESTOWN BALANCED FUND
SCHEDULE OF INVESTMENTS (Continued)

MORTGAGE-BACKED SECURITIES - 2.4% (Continued)	Par Value		Value
Federal National Mortgage Association - 1.6%
Pool #618465, 5.00%, due 12/01/2016	$	23,689	$	25,277
Pool #684231, 5.00%, due 01/01/2018		36,245		38,675
Pool #255455, 5.00%, due 10/01/2024		55,826		60,478
Pool #255702, 5.00%, due 05/01/2025		78,600		85,253
Pool #808413, 5.50%, due 01/01/2035		86,137		93,899
				303,582
Government National Mortgage Association - 0.1%
Pool #781344, 6.50%, due 10/15/2031		11,695		13,184

Total Mortgage-Backed Securities (Cost $414,908)			$	444,203

VIRGINIA REVENUE AND GENERAL OBLIGATION (GO) BONDS - 0.5%	Par Value		Value
Virginia State, Build America Bonds, Taxable, GO,
2.95%, due 06/01/2019 (Cost $99,922)	$	100,000	$	102,477

Total Investments at Value - 92.9% (Cost $12,538,300)			$	17,367,083

Other Assets in Excess of Liabilities - 7.1%				1,330,853

Net Assets - 100.0%			$	18,697,936

ADR	- American Depositary Receipt.

(a)	Non-income producing security.

See accompanying notes to Schedules of Investments.

THE JAMESTOWN EQUITY FUND
SCHEDULE OF INVESTMENTS
June 30, 2013 (Unaudited)

COMMON STOCKS - 95.6%	Shares		Value
Consumer Discretionary - 11.9%
Comcast Corporation - Class A		13,800	$	577,944
Discovery Communications, Inc. - Class A (a)		4,400		339,724
Dollar Tree, Inc. (a)		11,800		599,912
Macy's, Inc.		12,600		604,800
McDonald's Corporation		1,500		148,500
TJX Companies, Inc. (The)		11,700		585,702
Viacom, Inc. - Class B		8,700		592,035
				3,448,617
Consumer Staples - 11.4%
Archer-Daniels-Midland Company		13,700		464,567
CVS Caremark Corporation		10,200		583,236
Kroger Company (The)		16,900		583,726
Mondel ē z International, Inc. - Class A		15,000		427,950
PepsiCo, Inc.		7,100		580,709
Sysco Corporation		8,300		283,528
Wal-Mart Stores, Inc.		4,900		365,001
				3,288,717
Energy - 12.4%
Apache Corporation		7,000		586,810
Baker Hughes, Inc.		9,650		445,154
Chevron Corporation		4,100		485,194
Hess Corporation		8,500		565,165
Marathon Oil Corporation		8,000		276,640
Noble Corporation		18,500		695,230
Royal Dutch Shell PLC - Class A - ADR		8,500		542,300
				3,596,493
Financials - 14.8%
American Express Company		7,800		583,128
Ameriprise Financial, Inc.		8,000		647,040
BB&T Corporation		17,700		599,676
Discover Financial Services, LLC		8,300		395,412
JPMorgan Chase & Company		15,400		812,966
MetLife, Inc.		13,700		626,912
PNC Financial Services Group, Inc.		8,300		605,236
				4,270,370
Health Care - 13.7%
Abbott Laboratories		8,000		279,040
AbbVie, Inc.		7,600		314,184
Aetna, Inc.		10,000		635,400

THE JAMESTOWN EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 95.6% (Continued)	Shares		Value
Health Care - 13.7% (Continued)
AmerisourceBergen Corporation		9,400	$	524,802
Amgen, Inc.		5,700		562,362
McKesson Corporation		4,800		549,600
Thermo Fisher Scientific, Inc.		5,900		499,317
UnitedHealth Group, Inc.		9,000		589,320
				3,954,025
Industrials - 13.3%
Dover Corporation		7,500		582,450
Eaton Corporation PLC		9,500		625,195
FedEx Corporation		6,200		611,196
General Electric Company		28,900		670,191
Norfolk Southern Corporation		6,500		472,225
Ryder System, Inc.		9,600		583,584
Siemens AG - ADR		2,800		283,668
				3,828,509
Information Technology - 18.1%
Apple, Inc.		2,500		990,200
Cisco Systems, Inc.		25,500		619,905
EMC Corporation		25,800		609,396
Google, Inc. - Class A (a)		875		770,324
Intel Corporation		12,200		295,484
International Business Machines Corporation		2,000		382,220
Microsoft Corporation		9,100		314,223
Oracle Corporation		21,700		666,624
QUALCOMM, Inc.		9,500		580,260
				5,228,636

Total Common Stocks (Cost $18,095,004)			$	27,615,367

THE JAMESTOWN EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)

EXCHANGE-TRADED FUNDS - 1.3%	Shares		Value
Financial Select Sector SPDR Fund (The) (Cost $390,399)		19,600	$	382,004

Total Investments at Value - 96.9% (Cost $18,485,403)			$	27,997,371

Other Assets in Excess of Liabilities - 3.1%				907,066

Net Assets - 100.0%			$	28,904,437

ADR	- American Depositary Receipt.

(a)	Non-income producing security.

See accompanying notes to Schedules of Investments.

THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
SCHEDULE OF INVESTMENTS
June 30, 2013 (Unaudited)

VIRGINIA REVENUE AND GENERAL OBLIGATION (GO) BONDS - 94.8%	Par Value		Value
Arlington Co., Virginia, GO,
4.10 %, due 11/01/2018	$	500,000	$	525,420
Capital Region Airport Commission, Virginia, Airport Revenue,
4.50 %, due 07/01/2016		520,000		570,716
Chesterfield Co., Virginia, GO,
5.00 %, due 01/01/2020		700,000		783,426
Fairfax Co., Virginia, Industrial Dev. Authority, Revenue,
5.00 %, due 05/15/2022		750,000		833,302
Fairfax Co., Virginia, Sewer, Revenue,
4.50 %, due 07/15/2030		250,000		264,697
Fauquier Co., Virginia, GO,
5.00 %, due 07/01/2017,
prerefunded 07/01/2016 @ 100		500,000		561,980
Hampton Roads Sanitation District, Virginia, Wastewater, Revenue,
5.00 %, due 04/01/2022		400,000		454,880
Hampton Roads Sanitation District, Virginia, Wastewater, Series A, Revenue,
5.00 %, due 01/01/2027		400,000		446,868
Hampton, Virginia, GO,
5.00 %, due 04/01/2020,
prerefunded 04/01/2015 @ 100		500,000		539,705
5.00 %, due 04/01/2025		500,000		575,255
Henrico Co., Virginia, Public Improvement, Series A, GO,
5.00 %, due 12/01/2015		250,000		276,770
Henrico Co., Virginia, Water & Sewer, Revenue,
5.00 %, due 05/01/2020		350,000		411,698
5.00 %, due 05/01/2022		430,000		503,874
James City, Virginia, School District, GO,
5.00 %, due 12/15/2018		500,000		548,085
Leesburg, Virginia, GO,
5.00 %, due 09/15/2016		500,000		563,375
Lynchburg, Virginia, GO,
5.00 %, due 06/01/2015		500,000		542,260
Lynchburg, Virginia, Public Improvement, Series A, GO,
5.00 %, due 08/01/2019		625,000		742,250

THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
SCHEDULE OF INVESTMENTS (Continued)

VIRGINIA REVENUE AND GENERAL OBLIGATION (GO) BONDS - 94.8% (Continued)	Par Value		Value
Manassas, Virginia, Public Improvement, Series D, GO,
5.00 %, due 07/01/2019	$	250,000	$	297,092
New Kent Co., Virginia, Economic Dev. Authority, Revenue,
5.00 %, due 02/01/2019		500,000		550,520
Norfolk, Virginia, GO,
4.50 %, due 06/01/2015		500,000		518,360
Portsmouth, Virginia, Series A, GO,
5.00 %, due 04/01/2016		250,000		267,987
Portsmouth, Virginia, Series D, GO,
4.00 %, due 12/01/2017		215,000		239,626
Prince William Co., Virginia, Lease Participation Certificates,
5.00 %, due 10/01/2020		500,000		585,015
Richmond, Virginia, Metropolitan Authority, Revenue,
5.25 %, due 07/15/2014, ETM		715,000		749,985
5.25 %, due 07/15/2014		285,000		298,461
Richmond, Virginia, Public Improvement, Series A, GO,
5.00 %, due 03/01/2024		280,000		323,912
Roanoke, Virginia, Public Improvement, Series A, GO,
5.00 %, due 07/15/2025		400,000		465,120
Southeastern Public Service Authority, Virginia, Revenue,
5.00 %, due 07/01/2015, ETM		1,000,000		1,062,096
Spotsylvania Co., Virginia, Economic Dev. Authority, Revenue,
5.00 %, due 06/01/2021		300,000		350,370
Spotsylvania Co., Virginia, GO,
5.00 %, due 01/15/2016		500,000		511,800
Spotsylvania Co., Virginia, Water & Sewer, Revenue,
5.00 %, due 06/01/2026		500,000		530,100
Suffolk, Virginia, Public Improvement, Series A, GO,
4.00 %, due 08/01/2018		250,000		280,148

THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
SCHEDULE OF INVESTMENTS (Continued)

VIRGINIA REVENUE AND GENERAL OBLIGATION (GO) BONDS - 94.8% (Continued)	Par Value		Value
Upper Occoquan, Virginia, Sewer Authority, Revenue,
5.15 %, due 07/01/2020	$	250,000	$	290,910
Virginia Beach, Virginia, Public Improvement, GO,
5.00 %, due 06/01/2021,
prerefunded 06/01/2019 @ 100		250,000		298,140
Virginia Biotechnology Research Partnership Authority, Lease Revenue,
5.00 %, due 09/01/2020		500,000		596,330
Virginia College Building Authority, Educational Facilities, Revenue,
5.00 %, due 04/01/2017		500,000		530,335
5.00 %, due 03/01/2019		250,000		291,318
4.00 %, due 09/01/2026		500,000		517,730
Virginia Commonwealth Transportation Board, Federal Highway Reimbursement Anticipation Note, Revenue,
5.00 %, due 09/28/2015		500,000		548,985
Virginia Polytechnic Institute & State University, General and Athletic Facilities, Series D, Revenue,
5.00 %, due 06/01/2016		115,000		120,748
Virginia Small Business Financing Authority, Healthcare Facilities, Revenue,
5.00 %, due 11/01/2017		250,000		285,565
Virginia State Commonwealth Transportation Board, Federal Transportation Grant Anticipation Note, Series A, Revenue,
5.00 %, due 03/15/2023		500,000		585,100
Virginia State Public Building Authority, Public Facilities, Series D, Revenue,
5.00 %, due 08/01/2016		1,000,000		1,047,580
Virginia State Public School Authority, Revenue,
5.00 %, due 08/01/2023		500,000		588,770
Virginia State Public School Authority, Series A, Revenue,
5.00 %, due 08/01/2020		585,000		645,436
Virginia State Public School Authority, Series B-1, Revenue,
5.00 %, due 08/01/2018		500,000		583,625

THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
SCHEDULE OF INVESTMENTS (Continued)

VIRGINIA REVENUE AND GENERAL OBLIGATION (GO) BONDS - 94.8% (Continued)	Par Value		Value
Virginia State Resources Authority, Clean Water, Revenue,
5.00 %, due 10/01/2021	$	500,000	$	590,895
Virginia State Resources Authority, Infrastructure, Series B, Revenue,
5.00 %, due 11/01/2024		800,000		921,413
Virginia State, Series B, GO,
5.00 %, due 06/01/2017		250,000		287,703

Total Virginia Revenue and General Obligation (GO) Bonds (Cost $23,900,080)			$	24,905,736

WASHINGTON, D.C. REVENUE BONDS - 2.2%	Par Value		Value
Metropolitan Washington Airports Authority, Series C, Revenue,
5.00%, due 10/01/2022 (Cost $506,824)	$	500,000	$	567,910

EXCHANGE-TRADED FUNDS - 0.9%	Shares		Value
SPDR Nuveen Barclays Short Term Municipal Bond ETF (Cost $241,000)		10,000	$	239,000

MONEY MARKET FUNDS - 1.0%	Shares		Value
Fidelity Tax Exempt Portfolio - Class I, 0.01% (a) (Cost $258,910)		258,910	$	258,910

Total Investments at Value - 98.9% (Cost $24,906,814)			$	25,971,556

Other Assets in Excess of Liabilities - 1.1%				296,269

Net Assets - 100.0%			$	26,267,825

ETM - Escrowed to Maturity.

(a)	The rate shown is the 7-day effective yield as of June 30, 2013.

See accompanying notes to Schedules of Investments.

THE JAMESTOWN FUNDS

NOTES TO SCHEDULES OF INVESTMENTS

June 30, 2013 (Unaudited)

1. Securities Valuation

The portfolio securities of The Jamestown Balanced Fund, The Jamestown Equity Fund and The Jamestown Tax Exempt Virginia Fund (individually, a “Fund,” and, collectively, the “Funds”) are each valued as of the close of business of the regular session of the New York Stock Exchange (normally 4:00 p.m., Eastern time). Securities traded on a national stock exchange are generally valued based upon the closing price on the principal exchange where the security is traded. Securities which are quoted by NASDAQ are valued at the NASDAQ Official Closing Price. Securities which are traded over-the-counter are valued at the last sales price, if available, otherwise, at the last quoted bid price. It is expected that fixed income securities will ordinarily be traded in the over-the-counter market, and common stocks will ordinarily be traded on a national securities exchange, but may also be traded in the over-the-counter market. Short-term instruments (those with remaining maturities of 60 days or less) may be valued at amortized cost, which approximates market value.

When market quotations are not readily available, securities may be valued on the basis of prices provided by an independent pricing service. The prices provided by the pricing service are determined with consideration given to institutional bid and last sale prices and take into account securities prices, yields, maturities, call features, ratings, institutional trading in similar groups of securities and developments related to specific securities. If a pricing service cannot provide a valuation or the investment adviser believes the price received from the pricing service is not indicative of fair value, securities will be valued in good faith at fair value using methods consistent with those established by and under the general supervision of the Board of Trustees and will be classified as Level 2 or 3 within the fair value hierarchy (see below), depending on the inputs used. Such methods of fair valuation may include, but are not limited to: multiple of earnings, multiple of book value, discount from market of a similar freely traded security, purchase price of security, subsequent private transactions in the security or related securities, or a combination of these and other factors.

Various inputs are used in determining the value of each of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Level 1 – quoted prices in active markets for identical securities

Level 2 – other significant observable inputs

Level 3 – significant unobservable inputs

Fixed income securities, including municipal bonds, corporate bonds, mortgage-backed securities, obligations of the U.S. Treasury and U.S. Government agencies, are classified as Level 2 since the values for such securities are based on prices provided by an independent pricing service that utilizes various “other significant observable inputs” including bid and ask quotations, prices of similar securities and interest rates, among other factors.

THE JAMESTOWN FUNDS

NOTES TO SCHEDULES OF INVESTMENTS (Continued)

The following is a summary of the inputs used to value each Fund’s investments as of June 30, 2013, by security type:

	Level 1		Level 2		Level 3		Total

The Jamestown Balanced Fund:
Common Stocks	$	12,426,061	$	-	$	-	$	12,426,061
Exchange-Traded Funds		169,563		-		-		169,563
U.S. Treasury Obligations		-		1,124,138		-		1,124,138
U.S. Government Agency Obligations		-		562,839		-		562,839
Corporate Bonds		-		2,537,802		-		2,537,802
Mortgage-Backed Securities		-		444,203		-		444,203
Municipal Bonds		-		102,477		-		102,477
Total	$	12,595,624	$	4,771,459	$	-	$	17,367,083


The Jamestown Equity Fund:
Common Stocks	$	27,615,367	$	-	$	-	$	27,615,367
Exchange-Traded Funds		382,004		-		-		382,004
Total	$	27,997,371	$	-	$	-	$	27,997,371


The Jamestown Tax Exempt Virginia Fund:
Municipal Bonds	$	-	$	25,473,646	$	-	$	25,473,646
Exchange-Traded Funds		239,000		-		-		239,000
Money Market Funds		258,910		-		-		258,910
Total	$	497,910	$	25,473,646	$	-	$	25,971,556

Refer to The Jamestown Balanced Fund’s and The Jamestown Equity Fund’s Schedules of Investments for a listing of the common stocks and corporate bonds valued by sector type. As of June 30, 2013, the Funds did not have any transfers in and out of any Level. There were no Level 3 securities or derivative instruments held in the Funds as of June 30, 2013. It is the Funds’ policy to recognize transfers into and out of any Level at the end of the reporting period.

THE JAMESTOWN FUNDS

NOTES TO SCHEDULES OF INVESTMENTS (Continued)

2. Investment Transactions

Security transactions are accounted for on trade date. Gains and losses on securities sold are determined on a specific identification basis.

3. Federal Income Tax

The following information is computed on a tax basis for each item as of June 30, 2013:

	The Jamestown Balanced Fund			The Jamestown Equity Fund			The Jamestown Tax Exempt Virginia Fund

Tax cost of portfolio investments	$	12,571,911		$	18,562,478		$	24,906,814

Gross unrealized appreciation	$	4,892,100		$	9,571,679		$	1,322,774
Gross unrealized depreciation		(96,928	)		(136,786	)		(258,032	)

Net unrealized appreciation	$	4,795,172		$	9,434,893		$	1,064,742

The difference between the federal income tax cost of portfolio investments and the Schedules of Investments cost for The Jamestown Balanced Fund and The Jamestown Equity Fund is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and GAAP. These “book/tax” differences are temporary in nature and are primarily due to the tax deferral of losses on wash sales.

4. Concentration of Credit Risk

The Jamestown Tax Exempt Virginia Fund invests primarily in debt instruments of municipal issuers in the Commonwealth of Virginia. The issuers’ abilities to meet their obligations may be affected by economic developments in the Commonwealth or its region, as well as disruptions in the credit markets and the economy, generally.

Item 2. Controls and Procedures.

(a) Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the registrant’s principal executive officers and principal financial officer have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that such information is recorded, processed, summarized, and reported on a timely basis.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

File as exhibits as part of this Form a separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Williamsburg Investment Trust

By (Signature and Title)*		/s/ Tina H. Bloom
		Tina H. Bloom, Secretary

Date	August 27, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*		/s/ John T. Bruce
		John T. Bruce, President
		(FBP Equity & Dividend Plus Fund and FBP Appreciation & Income Opportunities Fund)

Date	August 27, 2013

By (Signature and Title)*		/s/ Thomas W. Leavell
		Thomas W. Leavell, President (The Government Street Equity Fund, The Government Street Mid-Cap Fund and The Alabama Tax Free Bond Fund)

Date	August 27, 2013

By (Signature and Title)*		/s/ Charles M. Caravati III
		Charles M. Caravati III, President (The Jamestown Balanced Fund and The Jamestown Equity Fund)

Date	August 27, 2013

By (Signature and Title)*		/s/ Joseph A. Jennings III
		Joseph A. Jennings III, President (The Jamestown Tax Exempt Virginia Fund)

Date	August 27, 2013

By (Signature and Title)*		/s/ John P. Ackerly IV
		John P. Ackerly IV, President (The Davenport Core Fund, Davenport Value & Income Fund and Davenport Equity Opportunities Fund)

Date	August 27, 2013

By (Signature and Title)*		/s/ Mark J. Seger
		Mark J. Seger, Treasurer

Date	August 27, 2013