SecProbe.io

CORRESP
1
filename1.htm

WILLIAMSBURG INVESTMENT TRUST

Filed VIA EDGAR

September 25, 2023

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Williamsburg Investment Trust (the “Trust”)

  File Nos. 811-05685 and 33-25301

Ladies and Gentlemen:

Set forth below is a summary of oral comments provided
on September 7, 2023, by Ms. Kim McManus of the Securities and Exchange Commission’s staff (the “Staff”), relating to
the Trust’s Post-Effective Amendment No. 81, filed on August 17, 2023 (Accession No. 0001580642-23-004290) for the purpose of registering
a new series of the Trust, the Davenport Insider Buying Fund (the “Fund”). For your convenience, a summary of the Staff’s
comments is in italics below, and the Registrant’s response follows each comment.

PROSPECTUS

Risk/Return Summary: Principal Investment Strategies

1. Staff
Comment: If the Fund will invest in Special Purpose Acquisition Companies (“SPACs”), please
disclose and explain how these investments fit into the Fund’s investment strategy.

RESPONSE: The Fund will not invest
in SPACs.

2. Staff
Comment: Please add disclosure on the risk factors of considering insider purchase activity as a reliable
signal of the merits of an investment.

RESPONSE: The Fund will replace the
Management Risk disclosure with following risk disclosure:

Management Risks.
The success of the Fund’s investment program depends largely on the Advisor’s skill in assessing a company’s potential
for capital appreciation and the Advisor’s ability to discern if insider purchase activity in a company has favorable investment
potential. If the Advisor’s opinion about a company’s capital appreciation or favorable investment potential based upon insider
purchase activity is incorrect, a stock may not achieve the price appreciation anticipated by the Advisor and the securities in the Fund’s
portfolio may not perform as well as the market as a whole or produce the intended results. A stock with capital appreciation characteristics
may have sharp price declines due to decreases in current or expected earnings.

    1

Comments 3-5 are related to the following disclosures
in the principal investment strategy section:

In determining whether a company has
the potential for appreciation, the Advisor will focus on several criteria, including, among other things:

 · Insider buying of the company’s stock
by management and/or Board members

 · wide economic moat (competitive advantage
that may be difficult to replicate)

 · financial flexibility

 · above-average growth – the company has
a favorable trajectory of revenue, earnings and cash flow growth versus the broader market, as measured by companies in the S&P 500
Index®.

 · above-average returns on capital

 · below average valuation – the company’s
shares are trading at a below-average valuation multiple on an absolute basis, or on a relative basis as measured by its competitors and/or
companies in the S&P 500 Index®.

3. Staff Comment: Please expand disclosure
under the “financial flexibility” bullet noted above.

RESPONSE: The Fund will add the marked
language as noted below.

 · financial flexibility - the
company has the ability to self-finance its growth through internally generated cash flow and to efficiently direct its free cash flow
through capital expenditures, acquisitions, share buybacks, dividends, and/or debt paydown.

4. Staff Comment: The Staff notes that the
Fund has the ability to invest in securities with different market capitalizations. Please explain the basis for the statement in the
below average valuation bullet noted above that Davenport & Company LLC (the “Advisor”) will measure a company’s
potential for above-average growth and below average valuation by companies in the S&P 500 Index.

RESPONSE: The Fund will revise its
market capitalization disclosures as follows:

The Advisor does not limit the Fund’s
investments to any particular market capitalization; however, the Fund typically expects to focus its investments in companies having
a market capitalization of $5 billion or more at the time of purchase. The market capitalization of the companies in the Fund’s
portfolio may fluctuate over time. The Fund is not required to sell the stock of a company if the company’s market capitalization
falls below $5 billion. At any time, the Fund may invest a portion of its assets in small, unseasoned companies.

    2

5. Staff Comment: Please expand the
“Above-average returns on capital” bullet noted above.

RESPONSE: The Fund will add the
marked language, as noted below.

 · above-average returns on capital
– the company has the ability to generate above-average returns on equity, assets, or invested capital.

6. Staff Comment: Please explain the basis
for the statement that the Advisor may consider the amount of insider ownership or insider purchase activity in a company in light of
the provisions of Rule 35d-1 of the Investment Company Act of 1940 regarding the use of investment company names (the “Fund Names
Rule”). The Staff reminds the Trust that the Fund Names Rule requires an investment company with a name that suggests a particular
investment emphasis to invest in a manner consistent with its name.

Please indicate if the amount of insider ownership
in a company is a consideration in the investment selection process.

RESPONSE: As the Fund’s name
does not fall within the categories set forth in paragraphs (a)(1) through (a)(4) of Rule 35d-1(a)(1)-(4), the Fund is not subject to
the Names Rule. Nevertheless, the Fund will revise the disclosure below to reflect that (i) the Advisor will focus on the amount of insider
purchase activity in the stock selection process and (ii) the amount of insider ownership in a company will not be a primary consideration.

“In selecting investments for the
Fund, the Advisor will focus, among other matters, on the amount of insider purchase activity in a company by a director, officer
or executive within that company in an effort to discern if a company has favorable investment potential, based on the thesis that corporate
insiders may know more about the prospects of a company than other investors. When considering the extent of insider purchase activity
in a company, the Advisor uses public information from Securities and Exchange Commission filings on corporate insider buying and selling
activities. In analyzing the buying and selling activities of corporate insiders, the Advisor considers various factors, such as the position
of the insider within the company, possible motivations, trade volumes, and insider trading trends. The Advisor may also take into
account the amount of insider ownership in a company by a director, officer or executive, as a secondary consideration.”

Risk/Return Summary/Expense Table

7. Staff Comment: Because the Fund may invest
in exchange-traded funds (“ETFs”), please consider if the amount of investments in ETFs and other underlying funds (“Acquired
Funds”) will exceed 0.01% of the Fund’s annual average net assets. If so, please include these fees in the Expense Table in
a separate line item, “Acquired Fund Fees and Expenses.”

    3

RESPONSE: The Advisor does not expect
the Fund’s investments in Acquired Funds to exceed 0.01% of its net assets during the Fund’s initial fiscal period ending
March 31, 2024. Therefore, the Fund has not included a separate line item for Acquired Fund Fees and Expenses in the fee table.

8. Staff Comment: In the description of
the Fund’s investments in foreign issuers, please indicate if the Fund intends to invest in emerging market securities. If so, expand
the foreign risk disclosure to include the risks of investing in emerging market securities.

RESPONSE: The Advisor does not intend
to invest in emerging market securities.

9. Staff Comment: If the Advisor intends
to focus on a particular sector or sectors when the Fund begins operations, please supplement the sector risk disclosure to identify those
sectors and the risks of investing in those sectors.

RESPONSE: The Advisor does not intend
to focus on any particular sector at the commencement of the Fund’s operations.

If you have any further questions or comments, please
contact me at 513-346-4181 or bsanten@ultimusfundsolutions.com.

Sincerely,

/s/ Betsy Santen

Betsy Santen

Assistant Secretary

    Ultimus Fund Solutions, LLC  225 Pictoria Drive, Suite 450
    Phone: 513 587 3400

    www.ultimusfundsolutions.com   Cincinnati, Ohio 45246
    Fax: 513 587 3450

    4