SEC Company Response from WILLIAMSBURG INVESTMENT TRUST (CIK 0000842512) — Jul 21, 2021
WILLIAMSBURG INVESTMENT TRUST (CIK 0000842512)
Date: July 21, 2021 · CIK: 0000842512 · Accession: 0001580642-21-003191
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File numbers found in text: 811-05685
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WILLIAMSBURG
INVESTMENT TRUST
July 21, 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”), on behalf of its series, the Cantor FBP
Equity & Dividend Plus Fund and Cantor FBP Appreciation & Income Opportunities Fund (the “Funds”), File
Nos. 811-05685, 33-25301
Ladies and Gentlemen:
Set forth below is a summary of oral comments
provided by Ms. Marquigny of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
relating to the Trust’s Post-Effective Amendment No. 76, filed on May 28, 2021 (Accession No. 0001580642-21-002542). For
your convenience, a summary of the Staff’s comments is set out below in italics, and each comment is followed by the Trust’s
response.
PROSPECTUS COMMENTS
COMMENT 1. According to the CIK record,
a name change was submitted to add “Cantor” to the Fund names, but the filing submission listed the old names. Please
confirm that the series/class information is correct. You may need to connect EDGAR Support.
RESPONSE: The Series names
that currently appear on EDGAR for the FBP Equity & Dividend Plus Fund and FBP Appreciation & Income Opportunities Fund
are correct. On August 1, 2021, the new Fund names will become effective and also will be changed on the EDGAR system to add the
word “Cantor” to the name of each Fund.
COMMENT 2. Please advise the staff
of any contemplated changes to the strategies or policies for the Funds and related risks as a result of the acquisition of Flippin,
Brice & Porter, Inc. by Cantor Fitzgerald Advisors, L.P on June 8, 2021 (the “Transaction”). If any, please explain
and provide additional disclosures.
RESPONSE: There are no contemplated
changes to the strategies or any policies for the respective Funds, nor are there any additional risks to the Funds as a result
of the Transaction.
COMMENT 3. The Cantor FBP Equity
& Dividend Plus Fund (the “Dividend Fund”) describes three different objectives as part of its investment objective,
as follows: (1) to provide above-average income, (2) provide growing income, and (3) seeking to achieve long-term growth of
capital. In the strategy disclosure for the
Dividend Fund, please address what these terms mean for the Cantor Fitzgerald Investment Advisors, L.P. (the “Adviser”)
and the particular strategies and techniques that the Adviser will use to achieve these three investment objectives. Please restate
the objective to clarify what constituents “above-average income” and what “growing income” means.
RESPONSE: The paragraph under
the heading “What is the Fund’s investment objective?” has been modified to explain the Fund’s investment
objectives as follows:
The investment objective of the Cantor
FBP Equity & Dividend Plus Fund (the “Dividend Fund” or the “Fund”) is to provide above-average and
growing income while also achieving long-term growth of capital. Above-average dividend yield
means the dividend yield is greater than the market as measured by the S&P 500 Index. In identifying companies with dividend
growth potential, the Adviser focuses on finding companies with secure and growing dividends.
COMMENT 4. In the fee table for both
Funds, please add the phrase “and sell” to the first sentence of the paragraph preceding the fee table. Additionally,
please bold the second sentence under the heading “What are the Fund’s fees and expenses?”
RESPONSE: The Funds have revised
the disclosure, as requested, as follows:
This table describes the fees and expenses
that you may pay if you buy, hold and sell shares of the [name of Fund]. You may pay other fees, such as brokerage commissions
and other fees to financial intermediaries, which are not reflected in the table and example below.
COMMENT 5. Please provide the completed
fee tables and Examples for each Fund in the correspondence.
RESPONSE: The completed fee
tables and Expense Example are listed below:
CANTOR
FBP Equity & Dividend Plus Fund
Shareholder Fees (fees paid directly from your investment):
None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):
Management Fees
0.70%
Other Expenses
0.62 %
Acquired Fund Fees and Expenses
0.01%
Total Annual Fund Operating Expenses (1)
1.33%
Fee Waiver (2)
0.22%
Total Annual Fund Operating Expenses After Fee Waiver (1)
1.11%
(1)
“Total Annual Fund Operating Expenses” and “Total Annual Fund Operating Expenses After Fee Waiver” will not correlate to the Fund’s ratio of total expenses to average net assets in the Fund’s Financial Highlights, which reflects the operating expenses of the Fund but does not include “Acquired Fund Fees and Expenses.”
(2)
Cantor Fitzgerald Investment Advisors, L.P. (the “Adviser”) has contractually agreed, until August 1, 2023, to reduce Management Fees and/or reimburse Other Expenses to the extent necessary to limit Total Annual Fund Operating Expenses (excluding brokerage costs, taxes, interest, Acquired Fund Fees and Expenses and extraordinary expenses) to an amount not exceeding 1.12% of the Fund’s average daily net assets. This limit on operating expenses was increased from 1.07% to 1.12% effective August 1, 2020. Any Management Fee waivers and/or expenses reimbursements by the Adviser are subject to repayment by the Fund for a period of 3 years from the date such fees and expenses were waived or reimbursed, provided that the repayment to the Adviser does not cause Total Annual Fund Operating Expenses (excluding brokerage costs, taxes, interest, Acquired Fund Fees and Expenses and extraordinary expenses) of the Fund to exceed the lesser of: (1) the expense limitation in effect at the time such fees and expenses were waived; and (ii) the expense limitation in effect at the time the Adviser seeks reimbursement of such fees and expenses. This agreement may be terminated by the Fund or the Adviser upon 60 days’ prior written notice, provided, however, that (1) the Adviser may not terminate the agreement without the approval of the Board of Trustees, and (2) this agreement will terminate automatically if the Adviser ceases to serve as investment adviser of the Fund.
(3)
“Total Annual Fund Operating Expenses After Fee Waiver” will not correlate to the Fund’s ratio of net expenses to average net assets in the Fund’s Financial Highlights, which does not include “Acquired Fund Fees and Expenses” or the increase in the limit of “Total Operating Expenses After Fee Waiver.”
Example
This Example is intended to help
you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example
also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The Example
also takes into account the Adviser’s contractual arrangement to maintain the Fund’s expenses at the agreed upon level
until August 1, 2023. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year
3 Years
5 Years
10 Years
$ 113
$ 377
$ 686
$1,562
CANTOR
FBP Appreciation & Income
Opportunities Fund
Shareholder Fees (fees paid directly from your investment):
None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):
Management Fees
0.70%
Other Expenses
0.50%
Acquired Fund Fees and Expenses
0.02%
Total Annual Fund Operating Expenses (1)
1.22%
Fee Waiver (2)
0.17%
Total Annual Fund Operating Expenses After Fee Waiver (1)
1.05%
(1)
“Total Annual Fund Operating Expenses” and “Total Annual Fund Operating Expenses After Fee Waiver” will not correlate to the Fund’s ratio of total expenses to average net assets in the Fund’s Financial Highlights, which reflects the operating expenses of the Fund but does not include “Acquired Fund Fees and Expenses.”
(2)
The Adviser has contractually agreed, until August 1, 2023, to reduce Management Fees and/or reimburse Other Expenses to the extent necessary to limit Total Annual Fund Operating Expenses (excluding brokerage costs, taxes, interest, Acquired Fund Fees and Expenses and extraordinary expenses) to an amount not exceeding 1.05% of the Fund’s average daily net assets. This limit on operating expenses was increased from 1.00% to 1.05% effective August 1, 2020. Any Management Fee waivers and/or expenses reimbursements by the Adviser are subject to repayment by the Fund for a period of 3 years from the date such fees and expenses were waived or reimbursed, provided that the repayment to the Adviser does not cause Total Annual Fund Operating Expenses (excluding brokerage costs, taxes, interest, Acquired Fund Fees and Expenses and extraordinary expenses) of the Fund to exceed the lesser of: (1) the expense limitation in effect at the time such fees and expenses were waived; and (ii) the expense limitation in effect at the time the Adviser seeks reimbursement of such fees and expenses. This agreement may be terminated by the Fund or the Adviser upon 60 days’ prior written notice, provided, however, that (1) the Adviser may not terminate the agreement without the approval of the Board of Trustees, and (2) this agreement will terminate automatically if the Adviser ceases to serve as investment adviser of the Fund.
Example
This Example is intended to help
you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example
also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The Example
also takes into
account the Adviser’s contractual
arrangement to maintain the Fund’s expenses at the agreed upon level until August 1, 2023. Although your actual costs may
be higher or lower, based on these assumptions your costs would be:
1 Year
3 Years
5 Years
10 Years
$ 107
$ 353
$ 637
$ 1,446
COMMENT 6. Please delete the second
sentence in the second footnote to the fee table for the Dividend Fund Fee table as it references information for over a year ago.
RESPONSE: The Fund has made
the requested disclosure change (see the response to Comment 5).
COMMENT 7. Please consider consolidating
the first and third footnote to the fee table for the Dividend Fund.
RESPONSE: The Fund has made
the requested disclosure change (see the response to Comment 5).
COMMENT 8. In the first paragraph
of the principal investment strategy disclosure for the Dividend Fund, please clarify what the statement means “paying dividends
at the time of purchase.”
RESPONSE: The Fund has updated
the strategy disclosure as follows :
Under normal circumstances, at least
80% of the Fund’s net assets (including the amount of any borrowings for investment purposes) will be invested in equity
securities of companies that have announced dividend paying programs that are paying dividends at the time
such companies’ equity securities are purchased. The Fund’s equity securities primarily include common stocks, but
may also include other equity securities such as covered call options, shares of exchange-traded
funds (“ETFs”) that invest in common stocks, straight preferred stocks and convertible preferred stocks.
COMMENT 9. For the Dividend Fund,
the Fund may invest in covered calls options. Please disclose whether covered call options and other derivatives count towards
the 80% name test. If the Fund does include covered calls options toward the 80% name test, please confirm that derivatives will
be valued at market value instead of notional value.
RESPONSE: The Fund includes
covered calls options in the 80% names rule test and has adjusted its disclosure accordingly (see the response to Comment 8). The
Fund confirms that derivatives are valued at market value rather than notional value.
COMMENT 10. Both Funds disclose that
the respective Fund may also invest in preferred securities, convertibles stocks/bond. If a Fund intends to invest in said securities,
please affirmative state that the Fund will invest in said securities. Additionally, please disclose whether preferred stocks and
convertible bonds are included in the 80% name test and please
supplementally explain why this is appropriate.
Why does the adviser believe these investments have economic characteristics similar to equity securities?
RESPONSE: The Funds’
investments in preferred securities and convertible stocks/bonds are non-principal investment strategies. As a result, the Funds
have moved the disclosure about investments in preferred securities and convertible bonds to the non-principal investment strategies
section.
COMMENT 11. Please disclose how the
Dividend Fund will treat ETFs for the 80% names rule test (e.g., does the Fund look through to the ETF’s underlying holdings)
and add appropriate clarifying disclosure and note whether the Fund can invest in affiliates ETFs.
RESPONSE: When the Fund invests
in ETFs, said investments are included in the 80% names rule test calculation. Historically, the Fund has invested less than 5%
in unaffiliated ETFs. (The Funds do not have affiliated ETFs.) The Fund confirms that any investment in an ETF will be made in
accordance with the 1940 Act and rules adopted thereunder.
COMMENT 12. The Dividend Fund is
missing certain principal risks. Please add risks addressing the “risk of investing in equities” and “dividend-focused
investment strategy” and add corresponding changes to Item 9.
RESPONSE: The Fund has renamed
“Stock Market Risk” to “Equity Securities Risk”. and added a new risk section, “Dividend Strategy
Risk.” The Fund has also made corresponding changes to the Item 9 disclosure.
Dividend Strategy Risk. The
Fund’s focus on dividend-paying stocks could cause it to underperform relative to funds that invest without consideration
of a company’s track record of paying dividends. An issuer of a stock held by the Fund may choose not to declare a dividend
or the dividend rate might not remain at current levels or increase over time. Dividend paying stocks might not experience the
same level of earnings growth or capital appreciation as non-dividend paying stocks. In addition, stock of companies with a history
or paying dividends may not participate in a broad market advance to the same degree as most other stocks and a sharp rise in interest
rates or an economic downturn could cause a company to unexpectedly reduce or eliminate its dividend. Securities that pay dividends
may be sensitive to changes in interest rates as interest rates rise, the prices of such securities may fall. At times, the Fund
may not be able to identity dividend-paying stocks that are attractive investments. The income received by the Fund will also fluctuate
due to the amount of dividends that companies elect to pay.
COMMENT 13. Are the Funds advised
or sold through an insured depository institution? If yes, please add the disclosure required by Form N-1A Item 4(b)(1)(iii).
RESPONSE: The Funds are not
advised by or sold through an insured depository institution, but the Funds will provide the Item 4(b)(1)(iii) disclosure.
COMMENT 14. The Dividend Fund discloses
risks associated with COVID; however, neither Item 4 nor 9 disclosures specify how COVID uniquely impacts the Fund’s ability
to meet its investment objective. Consider clarifying the strategy disclosure to describe how the Adviser’s strategy is impacted
by COVID as it assesses a company’s dividend potential. Additionally, plea