WILLIAMSBURG INVESTMENT TRUST
AMENDED AND RESTATED
CODE OF ETHICS
WITH RESPECT TO
THE JAMESTOWN BALANCED FUND
THE JAMESTOWN EQUITY FUND
THE JAMESTOWN INTERNATIONAL EQUITY FUND
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
(the "FUNDS")
I. Introduction
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A. General Principles
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This Code of Ethics ("Code") establishes rules of conduct for "Covered
Persons" (as defined herein) of Williamsburg Investment Trust (the "Trust") and
is designed to govern the personal securities activities of Covered Persons. In
general, in connection with personal securities transactions, Covered Persons
should (1) always place the interests of the Funds' shareholders first; (2)
ensure that all personal securities transactions are conducted consistent with
this Code and in such a manner as to avoid any actual or potential conflict of
interest or any abuse of a Covered Person's position of trust and
responsibility; and (3) not take inappropriate advantage of their positions.
B. Legal Requirement
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Rule 17j-1(a) under the Investment Company Act of 1940 (the "Act")
makes it unlawful for any Covered Person, in connection with the purchase or
sale by such person of a security "held or to be acquired" by the Funds:
1. To employ any device, scheme or artifice to defraud the Trust;
2. To make to the Trust any untrue statement of a material fact or
omit to state to the Trust a material fact necessary in order to
make the statements made, in light of the circumstances under
which they are made, not misleading;
3. To engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon the Trust; or
4. To engage in any manipulative practice with respect to the Trust.
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A security is "held or to be acquired" if within the most recent 15
days it (i) is or has been held by the Funds, or (ii) is being or has been
considered by the Trust or Lowe, Brockenbrough & Company LLC. (the "Advisor")
for purchase by the Funds. A purchase or sale includes the purchase or sale of
an option to purchase or sell.
C. Applicability
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For purposes of this Code, "Covered Person" shall mean:
1. Any officer or employee of the Trust or of any company in a
control relationship to the Trust and any director, officer or
employee of the Advisor who, in connection with his or her
regular functions or duties, makes or participates in decisions
regarding the purchase or sale of securities by the Funds or
whose functions relate to providing information or advice to
individuals making such decisions or executing such decisions (an
"Advisory Person"), including the person or persons with the
direct responsibility and authority to make investment decisions
affecting the Funds (the "Portfolio Managers");
2. Any officer or employee of the Trust, or of any company in a
control relationship to the Trust, and any director, officer or
employee of the Advisor who, in connection with his or her
regular functions or duties, obtains information concerning
recommendations made to the Funds with regard to the purchase or
sale of a security; and
3. Any Trustee of the Trust.
For purposes of this Code, a person who normally assists in the
preparation of public reports regarding the Funds or who receives public reports
regarding the Funds but who receives no information about current
recommendations or trading or who obtains knowledge of current recommendations
or trading activity once or infrequently or inadvertently shall not be deemed to
be either an Advisory Person or a Covered Person.
II. Restrictions on Activities
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A. Blackout Periods
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1. No Covered Person shall purchase or sell, directly or indirectly,
any security on a day during which the Funds have a pending "buy"
or "sell" order in that same security until that order is
executed or withdrawn;
2. No Portfolio Manager shall purchase or sell, directly or
indirectly, any security in which he or she has, or by reason of
such transaction acquires, any direct or indirect beneficial
ownership within seven (7) calendar days
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after the Funds trade in that security unless all of the
transactions contemplated by the Funds in that security has been
completed prior to such transaction. If a securities transaction
is executed by the Funds within seven (7) calendar days after a
Portfolio Manager executed a transaction in the same security,
the Designated Supervisory Person will review the Portfolio
Manager's and the Funds' transactions to determine whether the
Portfolio Manager did not meet his or her fiduciary duties to the
Funds in violation of this Code.
B. Interested Transactions
-----------------------
No Advisory Person shall recommend any securities transactions by the
Funds without having disclosed to the Portfolio Manager his or her interest, if
any, in such securities or the issuer thereof, including without limitation:
a. any direct or indirect beneficial ownership of any securities of
such issuer;
b. any contemplated transaction by such person in such securities;
c. any position with such issuer or its affiliates; and
d. any present or proposed business relationship between such issuer
or its affiliates and such person or any party in which such
person has a significant interest.
C. Discussion of Trading.
---------------------
No Covered Person shall discuss with or otherwise inform others of any
contemplated security transactions by the Funds except in the performance of his
duties of employment or in an official capacity and then only for the benefit of
the Funds or an advisory client and in no event for personal gain or for the
benefit of others. No such person shall release information as to any investment
portfolio changes on behalf of the Funds, proposed or in process, except 1) upon
the contemplation of such changes, 2) when the disclosure results from the
publication of a prospectus or 3) in conjunction with a regular report to
shareholders or to any governmental authority resulting in such information
becoming public knowledge, or 4) in conjunction with any report to which
shareholders are entitled by reason of provisions of documents governing the
operations of the Funds.
D. Initial Public Offerings
------------------------
No Advisory Person shall acquire any beneficial ownership in any
securities in an initial public offering for his or her personal account without
the prior approval of the Designated Supervisory Person (as hereinafter defined)
who has been provided by such Advisory Person with full details of the proposed
transaction (including written certification that the investment
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opportunity did not arise by virtue of the Advisory Person's activities on
behalf of the Trust) and has concluded after consultation with other investment
advisory personnel of the Trust that the Funds have no foreseeable interest in
purchasing such securities.
E. Private Placements
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No Advisory Person shall acquire, directly or indirectly, beneficial
ownership of any securities in a private placement without the prior approval of
the Designated Supervisory Person (as hereinafter defined) who has been provided
by such Advisory Person with full details of the proposed transaction (including
written certification that the investment opportunity did not arise by virtue of
the Advisory Person's activities on behalf of the Trust) and has concluded after
consultation with other investment advisory personnel of the Trust that the
Funds have no foreseeable interest in purchasing such securities.
F. Short-Term Trading Profits
--------------------------
No Advisory Person shall profit from the purchase and sale, or sale
and purchase, of the same (or equivalent) securities of which are the same or
equivalent to those securities purchased by or at the direction of the Funds
within 60 calendar days. Any profit so realized shall, unless the Trust's Board
approves otherwise, be paid over to the Funds or to a charitable organization of
the Designated Supervisory Person's choosing.
Notwithstanding the foregoing provision, an Advisory Person, subject
to advance approval of the Designated Supervisory Person (as hereinafter
defined) on a case-by-case basis, may profit from the purchase and sale, or sale
and purchase, of the same (or equivalent) securities within 60 calendar days.
G. Gifts
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No Advisory Person shall receive any gift or other things of more than
de minimis value from any person or entity that does business with or on behalf
of the Trust.
H. Service as a Director
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No Advisory Person shall serve on the board of directors of any
publicly traded company without prior authorization by the Designated
Supervisory Person based upon a determination that such board service would be
consistent with the interests of the Trust and the Funds' shareholders.
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III. Exempt Transactions
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A. For purposes of this Code, the term "security" shall not include the
following:
1. securities issued by the Government of the United States;
2. bankers' acceptances;
3. bank certificates of deposit;
4. commercial paper;
5. fixed-income securities, provided that (a) the security has a
credit rating of at least Aa or Aaa from Moody's Investors
Service, AA or AAA from Standard & Poor's Ratings Group, or an
equivalent rating from another rating service, or is unrated but
comparably creditworthy, (b) the security matures within twelve
months of purchase, (c) the market is very broad so that a large
volume of transactions on a given day will have relatively little
effect on yields, and (d) the market for the instrument features
highly efficient machinery permitting quick and convenient
trading in virtually any volume; and
6. shares of registered open-end investment companies.
B. The prohibitions described in paragraphs (A) and (F) of Article II and
paragraph (A) of Article IV shall not apply to:
1. Purchases or sales effected in any account over which the Covered
Person has no direct or indirect influence or control;
2. Purchases or sales of securities which are not eligible for
purchase or sale by the Funds;
3. Purchases or sales of fixed-income securities of investment grade
with an outstanding issue size of $100,000,000 or more;
4. Purchases or sales that are non-volitional on the part of the
Covered Person;
5. Purchases that are part of an automatic dividend reinvestment
plan;
6. Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to
the extent such rights were acquired from the issuer, and sales
of such rights so acquired;
7. Purchases or sales of currencies, currency futures, interest rate
futures, index futures, and/or options on any of the foregoing;
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8. Purchases or sales of securities issued or guaranteed as to
principal and interest by any government or its agencies or
instrumentalities;
9. Transactions in a security for which the purchase or sale price,
when aggregated with purchases or sales of the same security
within 15 days before or after such transaction, is less than
$5,000, except that such amount shall be $50,000 in the case of
issuers with total market capitalizations in excess of $4
billion;
10. Purchases or sales of an equity security traded on the New York
Stock Exchange, the American Stock Exchange or the NASDAQ
Quotation System if the number of shares purchased or sold, when
aggregated with purchases or sales of the same security within 15
days before or after such transaction, is 500 shares or less; or
11. Subject to the advance approval by a Designated Supervisory
Person (as defined below) purchases or sales which are only
remotely potentially harmful to the Funds because such purchases
or sales would be unlikely to affect a highly institutional
market, or because such purchases or sales are clearly not
related economically to the securities held, purchased or sold by
the Funds.
IV. Compliance Procedures
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A. Preclearance
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A Covered Person may, directly or indirectly, acquire or dispose of
beneficial ownership of a security, only if (1) such purchase or sale has been
approved by a supervisory person designated by the Advisor (the "Designated
Supervisory Person"), (2) the approved transaction is completed by the close of
business on the second trading day after approval is received and (3) the
Designated Supervisory Person has not rescinded such approval prior to execution
of the transaction. The Designated Supervisory Person will retain written
records of such clearance requests.
B. Reporting
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Every Covered Person must report certain information about each
transaction by which the Covered Person acquires any direct or indirect
beneficial ownership (as defined in Attachment A to this Code) of a security,
provided, however, that a Covered Person shall not be required to make a report
with respect to any transaction which would duplicate information recorded
pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act
of 1940, as amended.
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A Covered Person must submit the report required by this Article IV to
the Designated Supervisory Person no later than 10 days after the end of the
calendar quarter in which the transaction to which the report relates was
effected. All reports must be made on the attached form.
Any report submitted to comply with the requirements of this Article
IV may contain a statement that the report shall not be construed as an
admission by the person making such report that such person has any direct or
indirect beneficial ownership (as defined in Attachment A to this Code) in the
securities to which the report relates.
C. Certification of Compliance
---------------------------
Each Covered Person is required to certify annually that he or she has
read and understood this Code and recognizes that he or she is subject to such
Code. Further, each Covered Person is required to certify annually that he or
she has complied with all the requirements of the Code and that he or she has
disclosed or reported all personal securities transactions required to be
disclosed or reported pursuant to the requirements of the Code.
D. Records of Securities Transactions
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Each Covered Person is required to direct his/her brokers to supply to
the Designated Supervisory Person, on a timely basis, duplicate copies of all
confirmations of all personal securities transactions and copies of periodic
statements for all securities accounts.
E. Non-Interested Trustees and Other Covered Persons
-------------------------------------------------
Any person who is (i) a Covered Person with respect to the Trust by
virtue of being a Trustees of the Trust, but who is not an "interested person"
(as defined in the Investment Company Act of 1940, as amended) of the Trust, or
(ii) a Covered Person but also a director, officer or employee of an investment
advisor of one or more series of the Trust other than the Funds, shall be
required to comply with the foregoing paragraphs of this Article IV and
paragraph (A)(1) of Article II with respect to a transaction only if such
person, at the time of that transaction, knew, or in the ordinary course of
fulfilling his or her official duties should have known, that during the 15-day
period immediately preceding the date of the transaction by such person, the
security such person purchased or sold is or was purchased or sold by the Funds
or was being considered for purchase or sale by the Funds.
F. Disclosure of Personal Holdings
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Upon commencement of employment or within 10 days of being designated
a Covered Person, and annually thereafter, each Covered Person shall be required
to disclose his or her current personal securities holdings to the Designated
Supervisory Person. The Annual
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Holdings Report must contain information current as of a date no more than 30
days before the Report is submitted.
G. Designated Supervisory Person
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"Designated Supervisory Person" means ______________ or, in his/her
absence, an alternative Designated Supervisory Person (______________), or their
respective successors in such positions.
H. Notification of Subject Persons
-------------------------------
The Designated Supervisory Person shall notify each "Covered Person"
of the Trust who may be required to make reports pursuant to this Code that such
person is subject to this Code and its reporting requirements and shall deliver
a copy of this Code to each such person.
I. Review by the Board of Trustees
-------------------------------
1. At least quarterly, the Designated Supervisory Person shall
report to the Board of Trustees any violations requiring
significant remedial action during the past quarter.
2. At least annually, the Designated Supervisory Person shall report
in writing to the Board of Trustees:
a. a description of all issues that arose during the previous
year under the Code; and
b. information regarding material Code violations and sanctions
imposed in response to the material violations; and
c. that the 17j-1 organization has adopted procedures
reasonably necessary to prevent its Covered Persons from
violating its Code of Ethics.
V. Sanctions
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Upon discovering that a Covered Person has not complied with the
requirements of this Code, the Designated Supervisory Person shall report the
violation to the management personnel of the Advisor for appropriate remedial
action which, in addition to the actions specifically delineated in other
sections of this Code, may include a reprimand of the Covered Person, a monetary
fine, or suspension or termination of the Covered Person's relationship with the
Trust and/or the Advisor.
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VI. Confidentiality
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All information obtained from any Covered Person hereunder shall be
kept in strict confidence, except that reports of securities transactions
hereunder may be made available to the Securities and Exchange Commission or any
other regulatory or self-regulatory organization, and may otherwise be disclosed
to the extent required by law or regulation.
VII. Other Laws, Rules and Statements of Policy
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Nothing contained in this Code shall be interpreted as relieving any
Covered Person from acting in accordance with the provision of any applicable
law, rule, or regulation or any other statement of policy or procedures
governing the conduct of such person adopted by the Trust.
VIII.Further Information
-------------------
If any person has any questions with regard to the applicability of
the provisions of this Code generally or with regard to any securities
transaction or transactions such person should consult the Designated
Supervisory Person.
IX. Records
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This Code, a copy of each report by a Covered Person, any written
report hereunder by the Advisor, and lists of all persons required to make
reports shall be preserved with the Trust's records for the period required by
Rule 17j-1.
Dated:
THE BOARD OF TRUSTEES
WILLIAMSBURG INVESTMENT TRUST
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Attachment A
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The term "beneficial ownership" as used in the attached Code of Ethics
(the "Code") is to be interpreted by reference to Rule 16a-1(a)(2) under the
Securities Exchange Act of 1934 (the "Rule"), except that the determination of
direct or indirect beneficial ownership for purposes of the Code must be made
with respect to all securities that a Covered Person has or acquires. Under the
Rule, a person is generally deemed to have beneficial ownership of securities if
the person, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares a direct or indirect
pecuniary interest in the securities.
The term "pecuniary interest" in particular securities is generally
defined in the Rule to mean the opportunity, directly or indirectly, to profit
or share in any profit derived from a transaction in the securities. A person is
refutably deemed to have an "indirect pecuniary interest" within the meaning of
the Rule in any securities held by members of the person's immediate family
sharing the same household, the term "immediate family" including any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
sister-in-law, as well as adoptive relationships. Under the Rule, an indirect
pecuniary interest also includes, among other things: a general partner's
proportionate interest in the portfolio securities held by a general or limited
partnership; a performance-related fee, other than an asset-based fee, received
by any broker, dealer, bank, insurance company, investment company, investment
adviser, investment manager, trustee or person, or entity performing a similar
function; a person's right to dividends that is separated or separable from the
underlying securities; a person's interest in securities held by certain trusts;
and a person's right to acquire equity securities through the exercise or
conversion of any derivative security, whether or not presently exercisable, the
term "derivative security" being generally defined as any option, warrant,
convertible security, stock appreciation right, or similar right with an
exercise or conversion privilege at a price related to an equity security, or
similar securities with, or value derived from, the value of an equity security.
For purposes of the Rule, a person who is a shareholder of a corporation or
similar entity is not deemed to have a pecuniary interest in portfolio
securities held by the corporation or entity, so long as the shareholder is not
a controlling shareholder of the corporation or the entity and does not have or
share investment control over the corporation's or the entity portfolio.
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Attachment B
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PRE-CLEARANCE OF SECURITY TRANSACTION
To: , Designated Supervisory Person
--------------------
From:
------------------------------------------
(Name of Employee)
Date:
------------------------------------------
1. I hereby seek approval for the purchase/ sale of
-- -- -----------
shares or $ par value of for the cash or
----------- -------------------------
margin account of .
-------------------
2. The price per share or contract is approximately $ .
--------------
3. The transaction is/ is not in connection with a private
-- --
placement.
4. Said transaction was recommended to me by .
----------------------
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I have no knowledge of any account managed by Lowe, Brockenbrough &
Tattersall, Inc. actively considering the purchase or sale of this Security.
I have read the Code of Ethics within the past year and recognize that I am
subject to it.
After inquiry, I am satisfied that this transaction is consistent with the
Code of Ethics and Lowe, Brockenbrough & Tattersall, Inc.'s Insider Trading
Policy. If I become aware that the trade does not comply with this Code or that
the statements made on the request are no longer true, I will immediately notify
the Compliance Officer.
--------------------------------------
Signature of Employee
APPROVED: DATE:
-------------------------------------- -----------------------
TRANSACTION COMPLETED: Date No. of Shares Price
-------- -------- --------
TRANSACTION UNFILLED:
--------------------------------------
COMMENTS/FOLLOW UP:
------------------
(This authorization is valid until close of business on the second trading
day following authorization.)
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Attachment C
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Qtr, 199
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QUARTERLY SECURITIES TRANSACTIONS REPORT
Persons subject to the Code of Ethics must report ALL Securities
Transactions (including Exempt Transactions ) as defined in the Code of Ethics,
executed during the reporting period. DO NOT ATTACH BROKERAGE REPORTS. The
report must be returned to the Compliance Officer, regardless of whether any
Securities Transactions occurred, before the tenth (10th) day after the close of
the quarter. Please note that this Report covers all Securities in which you
have a Beneficial Interest.
-- I have executed no Securities Transactions during the quarter.
-- The following is a complete list of my Securities Transactions:
================================================================================
# OF SHARES
TRANSACTION PURCHASE, OR
SECURITY DATE SALE, PRINCIPAL PRICE EXECUTING
OR OTHER AMOUNT BROKER
OF SECURITY
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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I certify that I have read and understand the Code of Ethics and that I
have complied with the requirements of the Code of Ethics, including disclosure
of all Securities Transactions that require disclosure.
Printed Name:
-----------------------------
Signature:
--------------------------------
Date:
-------------------------------------
THIS REPORT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT THE REPORTING PERSON HAS
ANY DIRECT OR INDIRECT BENEFICIAL OWNERSHIP IN ANY SECURITY TO WHICH THIS REPORT
RELATES.
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