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WILLIAMSBURG
INVESTMENT TRUST

June 18, 2021

U.S. Securities and Exchange Commission

Division of Investment
Management

100 F Street,
N.E.

Washington, D.C.
20549

 Re: Williamsburg Investment Trust (the “Trust”)

File Nos. 811-05685, 33-25301

Ladies and Gentlemen:

We are electronically filing via EDGAR the
Trust’s responses to comments provided by Ms. Alison White of the Staff of the Securities and Exchange Commission (the “Commission”)
on preliminary copies of proxy materials, including a Shareholder Letter, Notice of Special Meeting, Proxy Statement and Proxy
Card, filed with the Commission on June 4, 2021, pursuant to Rule 14a-6(a) under the Securities Exchange Act of 1934. The Trust
intends to file definitive copies of the proxy materials reflecting the changes described in this letter on June 18, 2021. The
following are the comments provided by the Commission staff and the Trust’s responses to those comments:

PROXY STATEMENT

COMMENT 1. Please confirm supplementally that holding a shareholder
meeting by means of remote communication is consistent with applicable state law and the Trust’s governing documents (with
citation to the specific language in such documents).

RESPONSE: The Trust will hold
the shareholder meeting in-person and does not plan to offer remote communication options. The Trust will update the proxy statement
disclosure accordingly.

COMMENT 2. Please advise whether you contemplate any intentional
changes to the shareholder meeting experience when compared to an in-person meeting.  For example, will investors be able
to ask questions and/or make statements to the same extent in a virtual meeting as in an in-person?

RESPONSE: The Trust will hold
the shareholder meeting in-person and does not plan to offer remote communication options. The Trust will update the proxy statement
disclosure accordingly.

COMMENT 3. Please consider providing a technical assistance
phone number for investors to use if they experience ‘day of’ problems logging on, hearing, or being heard, at the
meeting

RESPONSE: The Trust will hold
the shareholder meeting in-person and does not plan to offer remote communication options. The Trust will update the proxy statement
disclosure accordingly.

COMMENT 4. As described in the “Dear Shareholder”
letter contained in the Proxy Statement, in the event that you decide to make changes to the date, time, location, or means of
conducting the Special Meeting, please review the suggestions contained in Staff Guidance for Conducting Shareholder Meetings in
Light of COVID-19 Concerns as referenced in the following link:

https://www.sec.gov/ocr/staff-guidance-conducting-annual-meetings-light-covid-19-concerns

RESPONSE: The Trust will hold
the shareholder meeting in-person and does not plan to offer remote communication options. The Trust will update the proxy statement
disclosure accordingly.

COMMENT 5. Throughout your disclosure, you state the “advisory
fees currently payable” under the agreements “are identical.”  On page 8 of the proxy statement, in the
“Question and answers,” the disclosure states that fees payable under the new advisory agreements will be 10 bps higher
if certain conditions are met.  Please qualify your statements throughout the proxy statement to avoid creating the impression
that the fees under the two agreements are identical. In an appropriate location, please present a table showing the advisory fees
payable at various asset levels.

RESPONSE: The
Trust has made revisions consistent with the Staff’s comments, and the following tables have been added to Proposal 1 of
the Proxy Statement:

During the Initial Term (August 1,
2021 to July 31, 2023), the advisory fee paid by each Fund, based on the respective Fund’s average daily net assets, is at
the following annual rates:

    Each Fund’s Average Daily Net Assets
    Advisory Fee

    First $250 million
    0.70%

    Next $250 million
    0.65%

    Amounts over $500 million
    0.50%

After the Initial Term (August 1, 2023
and beyond), the advisory fee paid by each Fund, based on the respective Fund’s average daily net assets, is at the following
annual rates:

    Each Fund’s Average Daily Net Assets
    Advisory Fee

    First $250 million
    0.70%

    Next $250 million
    0.65%

    Next $500 million
    0.60%

    Amounts over $1 billion
    0.50%

Additionally, throughout the Proxy Statement,
whenever the new advisory agreement fees are referenced, the following underlined disclosure has been added:

Approval of the New Advisory Agreements
will not change the advisory fees the Funds currently pay through July 31, 2023, or the investment strategies and processes
that are currently being used to manage the Funds. However, beginning August 1, 2023, a new breakpoint will be added to the
contractual advisory fee schedule in the New Advisory Agreements. This breakpoint will have the effect of increasing the advisory
fee by 0.10% of each Fund’s average daily net assets for amounts between $500 million and $1 billion. As of March 31, 2021,
the FBP Equity & Dividend Plus Fund and FBP Appreciation & Income Opportunities Fund had net assets of approximately $28.5
million and $35.6 million, respectively.

COMMENT 6. Please revise existing disclosure to more specifically
address how the Board considered the investment advisory agreement breakpoint revisions as part of the 15(c) process.

RESPONSE: The following disclosure
related to the Board’s consideration of the breakpoints for the new investment advisory agreements appears on page 18 of
the proxy statement:

“The Board of Trustees also
took into account the proposed new breakpoint in each Fund’s advisory fee schedule, noting that it would not take effect
until after the Initial Term and that even then the Funds would have to had experienced a substantial increase in their respective
assets before becoming subject to the new breakpoint.”

COMMENT 7. To the extent there are material differences between
North Carolina and New York law that would impact the adviser’s obligations under the advisory agreements, please disclose
them in an appropriate location.

RESPONSE: There are no material
differences between North Carolina and New York law that would impact the adviser’s obligations under the advisory agreements,
and the proxy statement has been updated to provide this disclosure to investors.

COMMENT 8. Please confirm if the previous investment advisory
agreements were approved by the Board on March 29, 2021.

RESPONSE: The previous agreements
were approved by the Trust’s Board on March 29, 1993. The Proxy Statement will be updated accordingly.

COMMENT 9. Please add “similar” after the word
“substantially” when referencing the interim advisory agreements.

RESPONSE: The
Trust has made revisions consistent with the Staff’s comment.

COMMENT 10. Please provide more detail as to how each fund’s
absolute and relative performance compared against its respective benchmarks, Morningstar categories, and certain private accounts
managed in a similar manner and what the Board concluded about the performance.  The funds should be discussed separately.

RESPONSE: The Trust has updated
the Proxy Statement as requested with the following underlined disclosure to the Proxy Statement that reflects the material factors
considerd by the Board in approving the New Advisory Agreements:

Evaluation by the Board of Trustees

The Board of Trustees, including the Independent
Trustees voting separately, reviewed and approved the New Advisory Agreements at a meeting held on May 18, 2021. In making the
determination to recommend approval of the New Advisory Agreements to shareholders of the Funds, the Board of Trustees considered
all information the Trustees deemed reasonably necessary to evaluate the terms of the New Advisory Agreements and to determine
that each New Advisory Agreement would be in the best interests of the Fund and its shareholders. The principal areas of review
by the Trustees were the nature, extent and quality of the services to be provided by Cantor Fitzgerald and the reasonableness
of the fees to be charged for those services. These matters were considered by the Independent Trustees consulting with experienced
counsel for the Independent Trustees, who is independent of Cantor Fitzgerald.

In evaluating the New Advisory Agreements and
Cantor Fitzgerald, the Board of Trustees reviewed Cantor Fitzgerald’s response to an information request letter that counsel
to the Independent Trustees had sent on their behalf as well as additional information provided by representatives of FBP and Cantor
Fitzgerald at a meeting held on May 18, 2021. The Trustees also considered certain information they had received when they approved
the continuance of the Previous Advisory Agreements with FBP at a meeting held on February 23, 2021 and the information regarding
FBP and each Fund’s performance they had been provided throughout the year at regular meetings of the Board of Trustees.
Below is a discussion of the factors considered by the Board of Trustees along with the conclusions with respect to those factors
that formed the basis for the Board of Trustees’ approval of the New Advisory Agreements.

The Board of Trustees’ evaluation of
the quality of the services to be provided by Cantor Fitzgerald took into account, among other matters, the firm’s advisory
business, financial condition, investment capabilities and other resources. The Board of Trustees took into account the
Funds’ absolute and relative performance against their respective benchmarks, Morningstar categories and certain private
accounts managed in a similar manner, notingThe Board of Trustees took into consideration that the Funds’ current
portfolio managers are expected to continue to be responsible for the day-to-day portfolio management of the Funds after the closing
of the Transaction. In this regard, the Board of Trustees took into account that Cantor Fitzgerald intended to enter into employment
contracts with the Funds’ current portfolio managers, which would generally have a term of five years. The Board of Trustees
noted that the Funds would continue to be managed in accordance with their current investment objectives and principal investment
strategies. Given that the Funds’ current portfolio managers were expected to continue to be responsible for the day-to-day
portfolio management of the Funds after the Transaction and

that no changes to the Funds’ investment
objectives or principal investment strategies were anticipated as a result of the Transaction, the Board of Trustees determined
that it was appropriate to consider certain comparative performance information that the Board had received in connection with
the Funds’ most recent annual contract renewal. That comparative performance information indicated, among other things, that
the FPB Equity & Dividend Plus Fund and the FBP Appreciation & Income Opportunities each had underperformed its respective
benchmarks and Morningstar category for the 1-, 3-, 5- and 10-year periods ended December 31, 2020. The Board of Trustees noted
that the Funds were consistently managed according to their investment objectives and principal investment strategies. The Board
of Trustees also noted that the value stocks in which the Funds primarily invest generally have been underperforming growth
stocks for a number of years and that the Funds’ option writing strategy that was designed to generate income also tends
to have the effect of limiting the Funds’ returns in rising markets. The Board of Trustees also took into account the
outperformance of each of the FBP Equity & Dividend Plus Fund and the FBP Appreciation & Income Opportunities Fund relative
to its primary benchmark and Morningstar category for the 1-year period ended March 31, 2021. Based on the foregoing, the Board
of Trustees concluded that the performance of each of the FBP Equity & Dividend Plus Fund and the FBP Appreciation & Income
Opportunities Fund was satisfactory given each Fund’s investment strategy in comparison to the performance to primary and
secondary benchmarks, and each Fund’s respective Morningstar category.

The Board of Trustees took into account Cantor
Fitzgerald’s representations that: (1) the responsibilities of Cantor Fitzgerald under the New Advisory Agreements would
be the same in all material respects as those of FBP under the Previous Advisory Agreements; (2) the level and quality of advisory
services to be provided to the Funds would not be materially affected as a result of the New Advisory Agreements; (3) the investment
personnel who had managed the Funds at FBP would continue to do so as employees of Cantor Fitzgerald pursuant to the New Advisory
Agreements; and (4) the financial condition of Cantor Fitzgerald would not be adversely affected by the Transaction. The Board
of Trustees noted that the New Advisory Agreements were substantially similar to the Previous Advisory Agreements as it related
to the services to be provided to the Funds under New Advisory Agreements and that the Funds’ current portfolio managers
were expected to continue to manage the Funds after the Transaction in substantially the similar manner prior to the Transaction.
The Board took into account the financial condition of Cantor Fitzgerald as reflected in its financial statements, noting that
Cantor Fitzgerald expected to use the cash on its balance sheet to complete the Transaction.

In reviewing the proposed advisory fees under
the New Advisory Agreements and estimated expenses of the Funds, the Board of Trustees took into account that during the Initial
Term those advisory fees would be identical to those under the Previous Advisory Agreements and Interim Advisory Agreements and
that Cantor Fitzgerald had agreed to maintain the Funds’ current expense limitations for a two-year period following the
effective date of the New Advisory Agreements. The Board of Trustees also took into account the proposed new breakpoint in each
Fund’s advisory fee schedule, noting that it would not take effect until after the Initial Term and that even then the Funds
would have to had experienced a substantial increase in their respective assets before becoming subject to the new breakpoint.
Given these similarities in the Funds’ advisory fees and net expenses, the Board of Trustees took into account comparative
fee and expense data that had provided in connection with their most recent annual contract review that

had occurred at a Board meeting held on February
23, 2021. That data compared the advisory fees and overall expense levels of each Fund with those of funds with similar
investment objectives and strategies as well as the private accounts managed by FBPThat comparative fee and expense
data indicated, among other things, that (i) the advisory fees for the FBP Appreciation & Income Opportunities Fund, after
fee waivers, while higher than the average for similarly managed funds according to statistics derived from Morningstar, Inc.,
remain competitive, (ii) the advisory fees for the FBP Equity & Dividend Plus Fund, after fee waivers, were lower than the
average for similarly managed funds according to statistics derived from Morningstar, Inc.; and (iii) the total operating expense
ratio of each Fund, after fee waivers, while higher than similarly managed funds, remain competitive with the average expense ratio
for comparably managed funds, according to statistics derived from Morningstar, Inc. Based on the foregoing, the Board of Trustees
concluded that the proposed advisory fees payable by the Funds were reasonable in relation to the services to be provided by Cantor
Fitzgerald. The Board of Trustees also considered information provided by Cantor Fitzgerald concerning its anticipated profitability
with respect to each Fund, including the assumptions and methodology used in preparing the profitability information, in view of
applicable case law relating to advis