FLIPPIN, BRUCE & PORTER, INC.
AMENDED AND RESTATED
CODE OF ETHICS
AS OF DECEMBER 4, 1996
PREAMBLE
This CODE establishes rules and standards of professional conduct which are
designed to guide, direct and govern the professional activities of COVERED
PERSONS within the employment of the ADVISOR. While the CODE is intended to be a
living document which will reflect future developments in the business,
professional and regulatory environment of the ADVISOR, it is based on the
unchanging foundation that a COVERED PERSON shall always:
o Place the interests of our CLIENTS first
o Conduct oneself in a manner which is consistent with the CODE and in such a
manner so as to avoid any actual or potential conflict of interest, and
o Respect and honor one's position of trust and responsibility.
ARTICLE I: CODE OF ETHICS AND STANDARDS OF PROFESSIONAL CONDUCT
The ADVISOR has adopted the AIMR CODE (in its entirety, as may be subsequently
amended and as reflected in Schedule II attached hereto) and incorporates the
same by reference. All references to the terms "financial analyst", "employer"
and "client" as contained in the AIMR CODE shall carry the respective meaning of
COVERED PERSON, ADVISOR and CLIENT as defined in Schedule I hereto which is
incorporated herein by reference.
ARTICLE II: STANDARDS OF CONDUCT GOVERNING PERSONAL INVESTING ACTIVITIES
Standards III(G), IV, V , VII(A) and VII(B) of the AIMR CODE provide guidance
with respect to the personal investing activities of COVERED PERSONS. Within the
context of this guidance and in conformance with Rule 17j-1 of the Investment
Company Act of 1940, the ADVISOR has adopted the following specific standards:
o LEGAL REQUIREMENT: Under Rule 17j-1(a), it is 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, to:
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1. employ any device, scheme or artifice to defraud the CLIENTS of the
ADVISOR,
2. make any untrue statement of a material fact or omit to state to any
CLIENT of the ADVISOR a material fact necessary in order to make the
statements made, in light of the circumstances under which they are
made, not misleading;
3. engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon any CLIENT of the ADVISOR; or
4. engage in any manipulative practice with respect to any CLIENT of the
ADVISOR.
o RESTRICTIONS ON ACTIVITIES
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BLACKOUT PERIODS
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1. No COVERED PERSON shall undertake a SECURITY TRANSACTION 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, having the direct responsibility and
authority to make investment decisions on behalf of the MUTUAL
FUNDS, shall undertake a SECURITY TRANSACTION in any security in
which he or she has, or by reason of such transaction acquires,
any BENEFICIAL Ownership within seven (7) calendar days after the
MUTUAL FUNDS trade in that security unless all of the
transactions contemplated by the MUTUAL FUNDS in that security
have been completed prior to such transaction.
INTERESTED TRANSACTIONS
-----------------------
No COVERED 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 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
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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.
INITIAL PUBLIC OFFERINGS
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No COVERED PERSON shall acquire any BENEFICIAL OWNERSHIP in any
securities in an initial public offering without the prior
written approval of the DESIGNATED SUPERVISORY PERSON (documented
in accordance with Schedule III attached hereto) who has been
provided by such COVERED PERSON with full details of the proposed
transaction (including written certification that the investment
opportunity did not arise by virtue of the COVERED PERSON'S
activities on behalf of the FUNDS) and has concluded after
consultation with other investment advisory personnel of the
FUNDS that the FUNDS have no foreseeable interest in purchasing
such securities.
PRIVATE PLACEMENTS
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No COVERED PERSON shall acquire BENEFICIAL OWNERSHIP of any
securities in a private placement without the prior written
approval of the DESIGNATED SUPERVISORY PERSON (documented in
accordance with Schedule III attached hereto) who has been
provided by such COVERED PERSON with full details of the proposed
transaction (including written certification that the investment
opportunity did not arise by virtue of the COVERED PERSON'S
activities on behalf of the FUNDS) and has concluded after
consultation with other investment advisory personnel of the
FUNDS that the FUNDS have no foreseeable interest in purchasing
such securities.
SHORT-TERM TRADING PROFITS
--------------------------
Without the prior written approval of the DESIGNATED SUPERVISORY
PERSON (documented in accordance with Schedule III attached
hereto), no COVERED PERSON shall undertake a SECURITY TRANSACTION
which yields a profit from the purchase and sale, or sale and
purchase, of the same (or equivalent) securities of which such
COVERED PERSON has BENEFICIAL OWNERSHIP within 60 calendar days.
Any profit so realized shall, unless the Advisor's
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Board of Directors approves otherwise, be paid over to the FUNDS
or to a charitable organization of the DESIGNATED SUPERVISORY
PERSON'S choosing.
GIFTS
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No COVERED PERSON shall receive any gift of more than de minimis
value from any person or entity that does business with or on
behalf of the FUNDS.
SERVICE AS A DIRECTOR
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No COVERED PERSON shall serve on the board of directors of any
publicly traded company without the prior written authorization
of the DESIGNATED SUPERVISORY PERSON based upon a determination
that such board service would be consistent with the interests of
the FUNDS and CLIENTS.
ARTICLE III: STANDARDS OF CONDUCT GOVERNING INSIDER TRADING
Standard II(C) of the AIMR CODE provides guidance with respect to a COVERED
PERSON'S obligation and duties when in possession of material, non-public
information. Within the context of this guidance and in conformance with Section
204(A) of the Investment Advisors Act of 1940, the ADVISOR has adopted the
following specific standards:
o Immediately upon becoming aware of any incidence of "insider trading"
activity, each COVERED PERSON shall report the same to the DESIGNATED
SUPERVISORY PERSON and the principals of the ADVISOR.
o The activity of the COVERED PERSON involved in such incident will be
reviewed by the principals of the ADVISOR with such review documented in
writing.
o Should the review process indicate the likelihood or existence of an
inappropriate use or communication of material, non-public information, the
ADVISOR will notify the SEC and other appropriate industry authorities.
o Should the COVERED PERSON be found guilty in proceedings with the SEC
and/or other appropriate industry authorities, the COVERED PERSON shall be
subject to dismissal from the employment of the ADVISOR in accordance with
the ADVISOR'S employee dismissal policy.
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ARTICLE IV: COMPLIANCE PROCEDURES
PRE-EXECUTION AUTHORIZATION
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Subject to compliance with all applicable blackout periods
mentioned herein, a COVERED PERSON may undertake a SECURITY
TRANSACTION involving BENEFICIAL OWNERSHIP only if (1) such
transaction has been approved by the DESIGNATED SUPERVISORY
PERSON with said approval documented in accordance with the
Pre-Trade Authorization as per Schedule III attached hereto, (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.
TRANSACTION EXECUTION
---------------------
In that it is the COVERED PERSON'S ultimate responsibility to
ensure that applicable blackout periods have been observed and
with a view toward reducing uncertainty concerning pending
trades, the ADVISOR encourages, but does not require, that all
COVERED PERSONS process their SECURITY TRANSACTIONS through the
ALTERNATE DESIGNATED SUPERVISORY PERSON for trade execution. In
so doing, the ALTERNATE DESIGNATED SUPERVISORY PERSON can inform
COVERED PERSONS of pending trades of the FUNDS, monitor the
status of such trades and coordinate the execution of trades for
COVERED PERSONS in a manner which is consistent with the
requirements and spirit of the CODE.
REPORTING TRANSACTIONS
----------------------
In that Rule 204-2(a)(12) of the Investment Advisors Act of 1940
requires that all "access" persons (as defined in said Act)
report their personal securities transactions in a timely manner,
making no distinction between SECURITY TRANSACTIONS and EXEMPT
TRANSACTIONS, the following reporting requirements shall apply to
all COVERED PERSONS:
a. All transactions, whether SECURITY TRANSACTIONS or EXEMPT
TRANSACTIONS and in either case irrespective of BENEFICIAL
OWNERSHIP status, shall be reported to the DESIGNATED
SUPERVISORY PERSON in accordance with the Post-Trade Report
as per Schedule IV attached hereto. Said report shall be
submitted no later than 10 days following the date of trade
execution.
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b. In addition to the Post-Trade Report, for each SECURITY
TRANSACTION, the COVERED PERSON who undertook such
transaction shall promptly request that the broker of
execution supply duplicate confirmations and periodic
brokerage account statements directly to the DESIGNATED
SUPERVISORY PERSON.
c. If, during any calendar quarter, no SECURITY TRANSACTIONS or
EXEMPT TRANSACTIONS (irrespective of BENEFICIAL OWNERSHIP
status) are undertaken by a COVERED PERSON, said COVERED
PERSON shall certify accordingly within 10 days of such
calendar quarter end. The form for such certification shall
be in accordance with the Security Holdings Report as per
Schedule V attached hereto.
REPORTING HOLDINGS
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Upon commencement of employment and within 10 days following the
end of each calendar quarter, each COVERED PERSON must submit to
the DESIGNATED SUPERVISORY PERSON a Security Holdings Report in
the form of Schedule V attached hereto. Said report shall contain
an inventory, as of the same calendar quarter then ended, of all
securities for which such COVERED PERSON possesses BENEFICIAL
OWNERSHIP.
CERTIFICATION OF COMPLIANCE
---------------------------
Each COVERED PERSON is required to certify quarterly, via the
Security Holdings Report, that he or she has read and understood
this CODE, recognizes that he or she is subject to such CODE,
that he or she has complied with all of 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 and Rule 204-2(a)(12) of
the Investment Advisors Act of 1940.
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NOTIFICATION OF SUBJECT PERSONS
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The DESIGNATED SUPERVISORY PERSON shall notify each COVERED
PERSON 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.
BOARD REVIEW
------------
1. At least quarterly, the DESIGNATED SUPERVISORY PERSON shall
report to the Board of Trustees of the Williamsburg Investment
Trust and the Board of Directors of the ADVISOR any violations
requiring significant remedial action during the past quarter.
2. At least annually, the DESIGNATED SUPERVISORY PERSON shall
report to the Board of Trustees of the Williamsburg Investment
Trust and the Board of Directors of the ADVISOR:
a. all existing procedures concerning COVERED PERSONS'
personal trading activities and any procedural changes made
during the past year; and
b. any recommended changes to this CODE or related
procedures.
SANCTIONS
---------
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 ADVISOR'S President 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 Advisor.
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CONFIDENTIALITY
---------------
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.
OTHER LAWS, RULES AND STATEMENTS OF POLICY
------------------------------------------
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 Advisor.
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.
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 ADVISOR'S
records for the period required by Rule 17j-1.
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JOHN M. FLIPPIN JOHN T. BRUCE R. GREGORY PORTER, III
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SCHEDULE I
DEFINITIONS
AIMR CODE shall mean the Code of Ethics and Standards of Professional Conduct
(as amended) of the Association for Investment Management and Research.
ADVISOR shall mean Flippin, Bruce & Porter, Inc. in its capacity as investment
advisor to the FBP Contrarian Balanced Fund and the FBP Contrarian Equity Fund,
both series of the Williamsburg Investment Trust, and the separate, managed
accounts of Flippin, Bruce & Porter, Inc.
BENEFICIAL OWNERSHIP 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
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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.
CLIENT(S) shall mean the separate, managed account clients of Flippin, Bruce &
Porter, Inc. and the shareholders of the FBP Contrarian Balanced Fund and the
FBP Contrarian Equity Fund.
CODE shall mean the Amended and Restated Code of Ethics of Flippin, Bruce &
Porter, Inc.
COVERED PERSON shall mean any director, officer or employee of the Advisor or of
any company in a control relationship to the Advisor who, in connection with his
or her regular functions or duties:
a. makes or participates in decisions regarding the purchase or sale of
securities by the Funds;
b. has direct responsibility and authority to make investment decisions
affecting the Funds or
c. obtains or has ready access to information concerning recommendations
made to the Funds with respect to a Security Transaction.
DESIGNATED SUPERVISORY PERSON AND ALTERNATE DESIGNATED SUPERVISORY PERSON shall
mean respectively, Richard A. Bond and R. Joyce Tyree.
EXEMPT TRANSACTION shall mean any transaction involving:
a. the purchase or sale of:
(i) securities issued by the Government of the United States
(ii) bankers' acceptances
(iii) bank certificates of deposit
(iv) commercial paper
(v) fixed income securities provided that (1) 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, (2) the security matures within twelve
months of purchase, (3) the market is very broad so that a large
volume of transactions on a given day will have relatively little
effect on yields, and (4) the market for the instrument features
highly efficient machinery permitting quick and convenient
trading in virtually any volume; and
(vi) shares of unaffiliated registered open-end investment companies.
b. Purchases or sales effected in any account over which the Covered
Person has no direct or indirect influence or control;
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c. Purchases or sales of securities which are not eligible for purchase
or sale by the Funds;
d. Purchases or sales of the Mutual Funds and other registered open end
investment companies affiliated with the Williamsburg Investment Trust
or the Advisor;
e. Purchases or sales of fixed-income securities of investment grade with
an outstanding issue size of $100,000,000 or more;
f. Purchases or sales that are non-volitional on the part of the Covered
Person;
g. Purchases that are part of an automatic dividend reinvestment plan;
h. 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;
i. Purchases or sales of currencies, currency futures, interest rate
futures, index futures and options on any of the foregoing;
j. Purchases or sales of securities issued or guaranteed as to principal
and interest by any government or its agencies or instrumentalities;
k. 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;
l. 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
m. Subject to the advance approval by a Designated Supervisory Person,
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.
FUND(S) shall mean, individually and collectively, the separate, managed
accounts of Flippin, Bruce & Porter, Inc. and the Mutual Funds.
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MUTUAL FUNDS shall mean the FBP Contrarian Balanced Fund and/or the FBP
Contrarian Equity Fund.
PORTFOLIO MANAGER shall mean any Covered Person with the direct responsibility
and authority to make investment decisions and initiate a Security
Transaction which affects the FBP Contrarian Balanced Fund or the FBP
Contrarian Equity Fund.
SECURITY TRANSACTION shall mean any transaction involving the purchase or sale
of a security or an option to purchase or sell a security which is not an
Exempt Transaction.
SECURITY HELD OR TO BE ACQUIRED shall mean any security or option on a security
which, within the most recent 15 days, is or has been held by the Funds or
is being or has been considered by the Advisor for purchase by the Funds
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