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Oak Value Capital Management, Inc.
Code of Ethics
August 18, 2000
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Oak Value Capital Management, Inc. (the "Adviser") is confident that its
directors, officers and employees act with integrity and good faith. The Adviser
recognizes, however, that personal interests may conflict with the interests of
clients, including The Tuscarora Investment Trust (the "Fund"), where officers,
directors and employees of the Adviser know about or have the power to influence
current or future client transactions and engage in securities transactions for
their personal accounts. In an effort to prevent any conflicts of interest and
in accordance with Rule 17j-1 under the Investment Company Act of 1940, as
amended (the "1940 Act"), the Adviser has adopted this Code of Ethics (the
"Code") to address transactions that may create conflicts of interest, and to
establish reporting requirements and enforcement procedures.
This Code is based on the principle that the directors, officers and employees
of the Adviser have a fiduciary duty to place the interests of clients first and
to conduct all personal securities transactions in a manner that does not
interfere with client transactions or otherwise take unfair advantage of the
relationship of the director, officer or employee to the Adviser's clients.
Adviser personnel must adhere to this general principle as well as comply with
the specific provisions of this Code. Technical compliance with this Code will
not insulate from scrutiny trades which indicate an abuse of an individual's
fiduciary duty.
A. STATEMENT OF GENERAL PRINCIPLES
In recognition of the trust and confidence placed in the Adviser by its clients,
and to give effect to the belief that the Adviser's operations should be
directed to the benefit of its clients, the Adviser hereby adopts the following
general principles to guide the actions of its directors, officers and
employees:
(1) The interests of the Adviser's clients, including the Fund and
its shareholders, are paramount. In conducting themselves and
the operations of the Adviser, all Adviser personnel must
place the interests of the clients before their own.
(2) The personal securities transactions of Adviser personnel must
be effected in such a way as to avoid a conflict between the
personal interests of Adviser personnel and the interests of
the Adviser's clients.
(3) Adviser personnel must avoid actions or activities that allow
such a person, or a member of his or her family to profit or
benefit from his or her position with the Adviser, or that
otherwise call into question such person's independent
judgement.
B. DEFINITIONS
(1) "ACCESS PERSON" means:
- any director or officer of the Adviser;
- any employee of the Adviser (or of any company in a
control relationship to the Adviser) who, in connection
with his or her regular functions or duties, makes,
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participates in, or obtains information regarding the
purchase or sale of Covered Securities for a client, or
whose functions relate to the making of any
recommendations with respect to such purchases or sales;
and
- any natural person in a control relationship to the
Adviser who obtains information concerning
recommendations made to a client with regard to the
purchase or sale of Covered Securities for such
client.
(2) "ALTERNATE REVIEW OFFICER" is any person appointed by the
Adviser to review the reports of the Compliance Officer or to
perform such other duties as may be required to assist the
Compliance Officer in fulfilling his or her obligations under
this Code.
(3) "BENEFICIAL OWNERSHIP" of a security is to be interpreted in
the same manner as it is for purposes of Section 16 of the
Securities Exchange Act of 1934 and Rule 16a-1(a)(2)
thereunder. This means that a person will generally be
considered to have "beneficial ownership" of any security in
which he or she has direct or indirect pecuniary (monetary)
interest. In addition, a person will be deemed to have
"beneficial ownership" of securities held by his or her
spouse, minor children, a relative who shares the same home,
or other persons by reason of any contract, arrangement,
understanding or relationship that provides him or her with
sole or shared investment power.
(4) "COMPLIANCE OFFICER" means the person(s) appointed by the
Adviser to administer the provisions of this Code. Where this
Code requires action by the Compliance Officer, the Compliance
Officer will consult with such management personnel of the
Adviser as may be appropriate under the circumstances.
(5) "CONTROL" has the same meaning as that set forth in Section
2(a)(9) of the 1940 Act. Section 2(a)(9) of the 1940 Act
provides that "control" means the power to exercise a
controlling influence over the management or policies of a
company, unless such power is solely the result of an official
position with such company. Ownership of 25% or more of a
company's outstanding voting securities is presumed to give
the holder thereof control over the company; however, this
presumption may be countered by the facts and circumstances of
a given situation.
(6) "COVERED SECURITY" has the same meaning as that set forth in
Section 2(a)(36) of the 1940 Act, and includes stocks, bonds,
investment contracts, profit-sharing agreements, transferable
shares, options on securities, limited partnership interests,
or in general any interest or instrument commonly known as a
"security." However, in the case of an interest in a limited
partnership that invests in securities, the Covered Security
will be the interest in the limited partnership, and not the
underlying securities in which the partnership invests,
provided that the partnership receives investment advice based
on its investment objectives rather than on the individual
investment objectives of its limited partners.
Covered Security does not include:
- direct obligations of the Government of the United
States;
- bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt
instruments, including repurchase agreements;
- shares issued by registered open-end investment
companies; and
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- any instrument that is not a security as defined in
Section 2(a)(36) of the 1940 Act. These instruments
include, but are not limited to:
- futures contracts;
- options on futures contracts;
- general partnership interests, provided generally
that the general partnership interest entitles
the owner to exercise management control over the
partnership; and
- direct interests in real estate.
(7) "INITIAL PUBLIC OFFERING" means an offering of securities
registered under the Securities Act of 1933, the issuer of
which, immediately before the registration, was not subject to
the reporting requirements of Sections 13 or 15(d) of the
Securities Exchange Act of 1934.
(8) "LIMITED OFFERING" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to
Section 4(2), Section 4(6), Rule 504, Rule 505 or Rule 506
(I.E., a private placement).
(9) "MATERIAL" means that there is a substantial likelihood that a
reasonable investor would consider the information important
in deciding whether to buy or sell the securities in question
or that the information, if disclosed, could be viewed by a
reasonable investor as having significantly altered the "total
mix" of information available.
(10) "NONPUBLIC" means information that has not been made available
to investors generally. In this respect, one must be able to
point to some fact to show that the information is generally
public.
(11) "PURCHASE OR SALE OF A COVERED SECURITY" includes, among other
things, the writing of an option to purchase or sell a Covered
Security and any securities convertible into a Covered
Security.
(12) A Covered Security "HELD OR TO BE ACQUIRED" means (i) any
Covered Security which, within the most recent fifteen days
(A) is or has been held by a client, or (B) is being or has
been considered by the Adviser for purchase by a client; and
(ii) any option to purchase or sell, any security convertible
into or exchangeable for, any such Covered Security.
(13) A Covered Security is "BEING PURCHASED OR SOLD" by the Adviser
from the time when a purchase or sale decision has been made
or a purchase or sale program has been transmitted to the
person who places buy and sell orders for the Adviser until
the time when such program has been fully completed or
terminated.
C. RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS
(1) PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION. No Access
Person will, in connection with the purchase or sale, directly
or indirectly, by such person of a Covered Security held or to
be acquired by a client:
- employ any device, scheme or artifice to defraud a
client;
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- make any untrue statement of a material fact to a
client or omit to state a material fact necessary in
order to make the statements made to a client, in
light of the circumstances under which they are made,
not misleading;
- engage in any act, practice or course of business which
would operate as fraud or deceit on a client; or
- engage in any manipulative practice with respect to a
client.
(2) PRE-CLEARANCE REQUIRED. Unless specifically excepted under
this Code, no Access Person may purchase or sell, directly or
indirectly, any Covered Security in which such Access Person
has (or by reason of such transaction acquires) any Beneficial
Ownership without obtaining prior approval from the Compliance
Officer in the manner prescribed by the Compliance Officer.
This pre-clearance requirement also applies to Covered
Securities proposed to be acquired by an Access Person in a
Limited Offering.
(3) PROHIBITION ON INITIAL PUBLIC OFFERINGS. No Access Person may
directly or indirectly acquire beneficial ownership of any
Covered Security in an Initial Public Offering.
(4) BLACKOUT PERIOD ON PERSONAL SECURITIES TRANSACTIONS. Except as
specifically permitted by this Code, no Access Person may
purchase or sell, directly or indirectly, any Covered Security
in which such Access Person has (or by reason of such
transaction acquires) any Beneficial Ownership on the same day
that the same (or a related) Covered Security is being
purchased or sold for the Fund.
(5) LIMITS ON PERSONAL GIFTS. No Access Person will accept from
any person or entity (including clients and vendors) that does
business with or on behalf of the Adviser ("Business
Associate") a personal gift of more than DE MINIMIS value
without the prior approval of the Compliance Officer. For
purposes of this paragraph, "DE MINIMIS" means a fair market
value of $250 or less. The solicitation or giving of personal
gifts by Access Persons is also prohibited without prior
approval. The Compliance Officer may exempt individuals or
groups of individuals from the restrictions of this paragraph
where the risk of abuse is minimal or non-existent.
In addition, these restrictions do not apply to:
- Usual and customary promotional items given to or
received from Business Associates (E.G., hats, pens,
T-shirts, mugs, and similar items marked with logos);
- Normal and customary business meals and entertainment
with Business Associates. For example, if an Access
Person has a business meal or attends a sporting event
or show with a Business Associate, that activity would
not be subject to the restrictions of this paragraph,
provided the Business Associate is present. If, on the
other hand, the Business Associate provides tickets to a
sporting event and the Access Person attends the event
without the Business Associate also being present, the
tickets would be subject to the dollar limit set forth
above; and
- Gifts based on family and personal relationships.
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(6) INSIDER TRADING. No Access Person may:
- engage in a transaction in any security while aware of
material, nonpublic information regarding that security
(so-called "insider trading");
- communicate material, nonpublic information to any
person who might use such information to purchase or
sell securities (so-called "tipping");
- disclose material, nonpublic or other confidential
information to anyone, inside or outside the Adviser
(including immediate family members), except on a strict
need-to-know basis and under circumstances that make it
reasonable to believe that the information will not be
misused or improperly disclosed by the recipient;
- Recommend or suggest that any person engage in a
transaction in any security while aware of material,
nonpublic information about that security; or
- Engage in a transaction, for his or her own personal
account or for the account of any person, in any
security while aware of material, nonpublic information
regarding that security.
(7) LIMITS ON DIRECTORSHIPS OF PUBLICLY TRADED COMPANIES. No
Access Person may serve on the board of directors of a
publicly traded company, absent prior written authorization
from the Compliance Officer. The Compliance Officer will grant
authorization only if the Compliance Officer determines in his
or her reasonable judgement based on the facts known at the
time and, if necessary, consultation with appropriate
management personnel of the Adviser, that board service would
not be inconsistent with the interests of the Adviser's
clients. In the event board service is authorized, such
individuals serving as directors will be isolated from those
making investment decisions regarding the publicly traded
company through procedures designed to safeguard against
potential conflicts of interest, such as Chinese Wall policies
or investment restrictions.
(8) PERSONAL BENEFIT. No Access Person will cause or attempt to
cause any client to purchase, sell or hold any Covered
Security in a manner calculated to create any personal benefit
to such Access Person or a member of his or her family. If an
Access Person or a member of his or her family stands to
materially benefit from an investment decision for a client
that the Access Person is recommending or in which the Access
Person is participating, the Access Person will disclose to
the Compliance Officer and persons with authority to make
investment decisions for the Adviser, any beneficial interest
that the Access Person or a member of his or her family has in
such Covered Security (or a related security), or the issuer
thereof, where the decision could create a material benefit to
the Access Person or a member of his or her family or the
appearance of impropriety.
D. EXEMPTIONS FROM PRE-CLEARANCE
Transactions in the following Covered Securities are not subject to
pre-clearance:
(1) DRIPS. Purchases of equity securities held in dividend
reinvestment plans ("DRIPs").
(2) RIGHTS OFFERINGS. Purchases effected on 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 such
issuer, and sales of such rights so acquired.
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(3) BROAD-BASED INDEX OPTIONS. Purchases or sales of index options
or other securities that derive their value from indices
designated by the Compliance Officer as broad-based.
(4) CERTAIN LIMITED OFFERINGS. Because the possibility of
conflicts are very unlikely to arise due to the nature of the
investment, Access Persons are not required to seek
pre-clearance of personal securities transactions in the
following types of Limited Offerings:
(a) FAMILY BUSINESS. Purchases or sales of Covered
Securities issued in a Limited Offering by a small
family business of the Access Person that is unlikely,
based on a reasonable good faith judgement and the facts
known at the time of the purchase or sale, to make a
public offering in the foreseeable future; provided,
however, that the investment philosophy of the Adviser
or the investment objectives and policies of each client
account prohibit investments in such Limited Offerings
and the Access Person is not aware of any current
consideration by the Adviser to change such investment
philosophy or investment objectives and policies. For
purposes of this exception, a "family business" is an
operating business that is primarily owned and/or
controlled by the Access Person and members of his or
her family. A family business does not include a
partnership or other pooled vehicle that is engaged in
the business of investing or trading in securities.
(b) REAL ESTATE INVESTMENTS. Purchases or sales of Covered
Securities issued in a Limited Offering by an entity
that directly owns, deals in, or develops real estate;
provided, however, that the investment philosophy of the
Adviser or the investment objectives and policies of
each client account prohibit investments in such
private placements and the Access Person is not aware
of any current consideration by the Adviser to change
such investment philosophy or investment objectives and
policies. This exception is not intended to exempt from
pre-clearance personal securities transactions in a
Limited Offering where the underlying entity does not
invest in real estate interests directly, but rather
holds securities that relate to real estate (E.G., a
REIT).
(5) OTHER. Purchases or sales of other securities as may from time
to time be designated in writing by the Compliance Officer on
the grounds that the risk of abuse is minimal or non-existent.
E. APPLICATION OF PRE-CLEARANCE REQUIREMENT
(1) AGGREGATED TRANSACTIONS. The Compliance Officer will generally
grant clearance for transactions by Access Persons that are
aggregated with contemporaneous client transactions; provided,
however, that the transactions are executed in accordance with
the Adviser's aggregation and allocation policy and
procedures.
(2) DE MINIMIS TRANSACTIONS. The Compliance Officer will generally
grant clearance for the purchase or sale of any Covered
Security by an Access Person if such purchase or sale
qualifies as "DE MINIMIS" under this paragraph; provided,
however, that clearance requests will not be granted for
transactions in Covered Securities that are being considered
for purchase or sale for a client, even if the transaction
would qualify as DE MINIMIS under this paragraph.
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In determining whether a particular transaction is DE MINIMIS
under this paragraph, the Compliance Officer will consult with
investment management personnel and/or counsel, as
appropriate. For this purpose, a transaction will be deemed
"DE MINIMIS" if it satisfies any of the following standards:
- NUMBER OF SHARES. Any transaction in an actively traded
Covered Security for 1,000 shares or less. In the case
of a less liquid Covered Security, the Compliance
Officer will use a share amount threshold that is
appropriate in light of the trading characteristics of
the Covered Security and the potential for harm to the
interests of clients;
- DOLLAR VALUE OF TRANSACTION. Any transaction in an
actively traded Covered Security with a dollar value of
$25,000 or less. In the case of a less liquid security,
the Compliance Officer will use a dollar amount
threshold that is appropriate in light of the trading
characteristics of the Covered Security and the
potential for harm to the interests of clients; or
- RECENT TRADING VOLUME. Any transaction in a Covered
Security that is less than 2% of the average daily
trading volume for the past 10 weeks.
(3) BLACKOUT PERIOD. Unless they qualify under paragraphs 1 or 2
of this section, the Compliance Officer will not grant
clearance for securities transactions involving Covered
Securities that are prohibited under the blackout period
described in paragraph 4 of section C because the Covered
Security (or a related security) is being purchased or sold by
the Fund on the same day. Such "related securities" include
options and convertible securities. Thus, in the case of
options, clearance will not be granted if the underlying
security is being purchased or sold, or considered for
purchase or sale by the Fund. Similarly, clearance will not be
granted for convertible securities if either the convertible
securities themselves or the securities into which they are
convertible are being purchased or sold by the Fund.
(4) SPECIAL CONSIDERATIONS FOR LIMITED OFFERINGS. In determining
whether to approve a request for the purchase or sale of
securities in a Limited Offering, the Compliance Officer will
consider, among other things, the following:
- POSSIBILITY OF FUTURE IMPACT ON CLIENTS. The Compliance
Officer will consider whether there is any reasonable
likelihood that the company making the Limited Offering,
or any companies it owns or controls, might in the
foreseeable future make an Initial Public Offering of
securities that might be appropriate investments for
clients. Among other things, the Compliance Officer
will, as appropriate, consult with persons with the
authority to make investment decisions for clients on
behalf of the Adviser to determine whether, based on a
reasonable judgement and the facts known at the time of
the pre-clearance request, such securities would
reasonably be expected to be appropriate investments for
clients.
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- SIZE OF INVESTMENT. The Compliance Officer will consider
the size of the potential investment (I.E., the percent
of outstanding securities of the issuing entity of
which the Access Person will be deemed to have
Beneficial Ownership).
(5) DISCRETION OF COMPLIANCE OFFICER. Notwithstanding the
provisions of paragraphs 1 and 2 of this section, the
Compliance Officer may refuse to grant clearance for any
transaction if he or she deems the transaction to involve a
conflict of interest, possible diversion of a corporate
opportunity, or any appearance of impropriety.
(6) PRE-CLEARANCE OF THE COMPLIANCE OFFICER'S PERSONAL SECURITIES
TRANSACTIONS. The Compliance Officer will clear his or her own
personal securities transactions in advance through the
Alternate Review Officer who will fulfill the duties of the
Compliance Officer with regard to the Compliance Officer's
pre-clearance requests.
(7) EFFECTIVENESS OF PRE-CLEARANCE. Clearance is effective, unless
earlier revoked, until the earlier of: (i) the close of
business on the trading day such clearance was granted, or
(ii) the time the Access Person learns that the information
provided to the Compliance Officer in such Access Person's
request for clearance is not accurate. Clearance may be
revoked at any time by the Compliance Officer or the Alternate
Review Officer. Clearance requests will not be granted for
transactions in Covered Securities that are being considered
for purchase or sale for a client. This paragraph relates to
all transactions, regardless of whether they would qualify as
DE MINIMIS.
F. REPORTING OBLIGATIONS
(1) INITIAL HOLDINGS REPORT. Each Access Person must submit a list
of all Covered Securities for which such Access Person had any
direct or indirect Beneficial Ownership, as well as a list of
any broker, dealer or bank account in which any securities are
held for the direct or indirect benefit of the Access Person,
as of the date such Access Person first becomes subject to
this Code's reporting requirements. The Initial Holdings
Report must be submitted to the Compliance Officer within 10
days of the date the Access Person becomes subject to this
Code's reporting requirements. An Initial Holdings Report Form
is attached as EXHIBIT A.
(2) ANNUAL HOLDINGS REPORT. On an annual basis, each Access Person
must submit to the Compliance Officer a list of all Covered
Securities for which such Access Person has any direct or
indirect Beneficial Ownership, as well as a list of any
broker, dealer or bank account in which any securities are
held for the direct or indirect benefit of the Access Person.
The list of Covered Securities and accounts contained in the
Annual Holdings Report must be current as of a date no more
than 30 days before the submission of the Annual Holdings
Report. An Annual Holdings Report Form is attached as EXHIBIT
B.
(3) QUARTERLY TRANSACTION REPORTS.
(a) On a quarterly basis, each Access Person must report any
transaction during a quarter in a Covered Security in
which such Access Person has (or by virtue of the
transaction acquires) any direct or indirect Beneficial
Ownership, as well as any broker, dealer or bank account
established during the quarter in which
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securities are held for the direct or indirect benefit
of the Access Person. Each Access Person must submit
the Quarterly Transaction Report to the Review Officer
NO LATER THAN 10 days after the end of each calendar
quarter. A Quarterly Transaction Report Form is included
as EXHIBIT C.
(b) In the event that no reportable transactions occurred
during the quarter and no securities accounts were
opened, the Access Person is still required to submit
a Quarterly Transaction Report. The Access Person
should note on the report that there were no reportable
items during the quarter, and return it, signed and
dated.
(c) An Access Person is not required to list security
transactions on a Quarterly Transaction Report if the
report would duplicate information contained in broker
trade confirmations or periodic account statements
received by the Compliance Officer. In order to rely on
this reporting mechanism, the Access Person must arrange
for: (i) the Compliance Officer to receive duplicate
copies of trade confirmations and periodic account
statements directly from the broker-dealer; and (ii) a
copy of the relevant periodic account statement to be
attached to the Quarterly Transaction Report. The trade
confirmations and periodic account statements must
contain all required information and the Quarterly
Transaction Report and accompanying documentation must
be received by the Compliance Officer NO LATER THAN 10
days after the end of the calendar quarter.
(4) EXEMPTIONS FROM REPORTING. Access Persons are not subject to
the reporting requirements in (1), (2), and (3) above for
purchases or sales effected for any account over which the
Access Person does not have any direct or indirect influence
or control.
(5) ALTERNATE REVIEW OFFICER. The Compliance Officer will submit
his or her own reports required by this section to the
Alternate Review Officer who will fulfill the duties of the
Compliance Officer with regard to the Compliance Officer's own
reports.
(6) DISCLAIMER OF BENEFICIAL OWNERSHIP. Any report required by
this section may contain a statement that the report will not
be construed as an admission by the person making such report
that he or she has any direct or indirect Beneficial Ownership
in the Covered Security to which the report relates.
G. REVIEW AND ENFORCEMENT
(1) The Compliance Officer will notify each person who becomes an
Access Person of the Adviser and who is required to report
under this Code of their reporting requirements NO LATER THAN
10 days before the first quarter in which such person is
required to begin reporting.
(2) The Compliance Officer will, on a quarterly basis, compare all
reported personal securities transactions with completed
transactions of the Adviser's clients during the period to
determine whether a violation of this Code may have occurred.
In determining whether a violation occurred, the Compliance
Officer will consult with appropriate management personnel of
the Adviser and they will consider the facts and circumstances
surrounding the occurrence along with the explanation and
discussion thereof by interested and/or involved parties and
their supervisors.
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(3) If a violation is found to have occurred, the Compliance
Officer and appropriate management personnel of the Adviser
will impose, after consultation with outside counsel (as
appropriate), such corrective action as they deem appropriate
under the circumstances.
H. ADVISER'S RESPONSIBILITIES TO THE BOARD OF TRUSTEES OF THE FUND
(1) ANNUAL WRITTEN REPORT. At least annually, and more frequently
as the Adviser deems necessary or appropriate or as the Board
of Trustees of the Fund may request, the Adviser will provide
to the Board of Trustees a written report that:
(a) Describes any issues arising under the Code that arose
during the prior year (or since the last report to the
Board of Trustees), including, but not limited to,
information about material violations of the Code
and any resulting sanctions.
(b) Certifies that the Adviser has adopted procedures
reasonably necessary to prevent Access Persons from
violating the Code.
(2) MATERIAL AMENDMENTS TO THE CODE. The Adviser will promptly
report to the Board of Trustees in writing any material
amendment to the Code.
I. RECORDS
The Adviser will maintain records in the manner and to the extent set forth
below. Such records will be available for examination by representatives of the
Securities and Exchange Commission.
(1) A copy of this Code and any other code of ethics adopted by
the Adviser that is, or at any time within the past five years
has been, in effect (maintained in an easily accessible
place).
(2) A record of any violation of this Code and of any action taken
or sanction imposed as a result of any such violation
(maintained in an easily accessible place for a period of at
least five years following the end of the fiscal year in which
the violation occurs).
(3) A copy of each report submitted under this Code, including any
information provided in lieu of any such reports made under
the Code (maintained for a period of at least five years from
the end of the fiscal year in which it is made, the first two
years in an easily accessible place).
(4) A record of all persons, currently or within the past five
years, who are or were required to submit reports under this
Code, and those persons who are or were responsible for
reviewing the reports (maintained in an easily accessible
place).
(5) A copy of each annual report required by paragraph 1 of
section H of this Code (maintained for at least five years
from the end of the fiscal year in which such annual report is
made, the first two years in an easily accessible place).
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(6) A record of any decision, and the reasons supporting the
decision, to approve the acquisition of securities acquired in
a Limited Offering (maintained for at least five years after
the end of the fiscal year in which the approval is granted).
J. MISCELLANEOUS
(1) CONFIDENTIALITY. All reports of securities transactions and
any other information filed with the Adviser pursuant to this
Code will be treated as confidential; provided, however, that
copies of such reports and information may be disclosed to the
Securities and Exchange Commission or as may otherwise be
required to comply with applicable law.
(2) INTERPRETATION OF PROVISIONS. The Adviser may from time to
time adopt such interpretations of this Code as it deems
appropriate.
(3) ANNUAL CERTIFICATION OF COMPLIANCE. Within 10 days of becoming
an Access Person, and each year thereafter, each such person
will sign and return the compliance certification attached as
EXHIBIT D.
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Oak Value Capital Management, Inc.
Individuals Referenced in the Code of Ethics
August 18, 2000
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ACCESS PERSONS
George W. Brumley, III, Chairman and CEO, Portfolio Manager
David R. Carr, Jr., President and Chief Investment Officer, Portfolio Manager
Larry D. Coats, Jr., Executive Vice President, Portfolio Manager
Stephen E. Tedder, Senior Vice President and Chief Operating Officer
Margaret C. Landis, Vice President and Director of Compliance
Benita W. Solomon, Compliance Analyst
Kathy N. Rexrode, Compliance/Software Project Coordinator
Matthew F. Sauer, Senior Vice President, Director of Research, Portfolio Manager
James F. Easterlin, Senior Research Analyst
James M. Tarkenton, Research Analyst
Alex C. Lam, Research Intern
Andrew G. Marino, Vice President and Director of Marketing
Bonnie P. Stephens, OVF Shareholder Service Coordinator
Mary R. Macdonald, Vice President and Director of Client Services
Kelly M. Elliot, Client Services Representative
Penny K. Kilpatrick, Operations Manager
Rashia N. Barbee, Administrative Assistant
Amy J. Dawson, Administrative Assistant
Lisa M. Gabriel, Trading Manager
Kimberley S. Holleman, Administrative Assistant
Kim A. Howell, Trading Administrator
Sharon M. Schipske, Trader
Patricia A. Leyburn, Executive Assistant
Julie R. McGlothlin, Senior Account Administrator
Lynne D. McMannen, Trader
Jan E. Mangum, Executive Assistant
Jennifer L. Risseeuw, Receptionist and Administrative Assistant
Crystal D. Middour, Account Administrator
Amy L. Pierson, Bookkeeper and Executive Assistant
Abigail T. Pons, Account Administrator
Angel W. Webster, Account Administrator
COMPLIANCE OFFICER(S)
Margaret C. Landis, Compliance Officer
Benita W. Solomon, Compliance Analyst
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ALTERNATE REVIEW OFFICER(S)
David R. Carr, Jr.
Lisa M. Gabriel
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EXHIBIT A
Oak Value Capital Management, Inc.
Quarterly Personal Securities Transaction Report
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Name of Reporting Calendar Quarter
Person: __________________ Ended: ______________________
Date Report Due: __________________ Date Submitted: ______________________
Securities Transactions* (Note: Transactions in both Pubic and Private (I.E.,
limited offerings) Covered Securities are required to be reported, unless
otherwise exempted under the Code.)
<TABLE>
<CAPTION>
----------------- ----------------- ------------- ------------------ --------------- ---------- ---------------------
Date of Name of Issuer No. of Principal Type of Price Name of Broker,
Transaction and Shares (if Amount, Maturity Transaction Dealer or Bank
Title of applicable) Date and (e.g., buy, Effecting
Covered Security Interest Rate sell or other) Transaction
(if applicable)
----------------- ----------------- ------------- ------------------ --------------- ---------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
----------------- ----------------- ------------- ------------------ --------------- ---------- ---------------------
----------------- ----------------- ------------- ------------------ --------------- ---------- ---------------------
----------------- ----------------- ------------- ------------------ --------------- ---------- ---------------------
</TABLE>
- I had no transactions involving Covered Securities during the preceding
calendar quarter that were required to be reported.
- I had transactions involving Covered Securities during the preceding
calendar quarter for non-OVCM accounts and I have attached a copy of my
most recent account statement, which contains all of the information
listed above.
- I had transactions involving Covered Securities during the preceding
calendar quarter for OVCM accounts and the information listed above is
located on the trading report, which will be attached to this form.
* The report or recording of any transaction noted above will not be
construed as an admission that I have beneficial ownership of one or
more of the Covered Securities reported above.
Securities Accounts
If you established a securities account during the quarter, please provide the
following information:
<TABLE>
<CAPTION>
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Name of Broker, Dealer or Bank Date Account was Established Name(s) on and Type of Account
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<S> <C> <C>
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</TABLE>
- I did not establish a securities account during the preceding calendar
quarter.
I certify that I have included on this report all transactions in Covered
Securities and accounts required to be reported pursuant to the Code of Ethics.
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(Signature) (Date)
<PAGE>
EXHIBIT B
Oak Value Capital Management, Inc.
Initial Holdings Report
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Name of Reporting Date Person Became
Person: __________________ Subject to the Code:____________________
Date Report Due: __________________ Date Submitted: ____________________
Information Provide [NOTE: Date person became subject to Code
as of: __________________ and as of date should be the same.]
Securities Holdings* (Note: Holdings in both Pubic and Private (I.E., limited
offerings) Covered Securities are required to be reported, unless otherwise
exempted under the Code.)
<TABLE>
<CAPTION>
------------------------------------------------------ ------------------------ ------------------------------------
Name of Issuer and No. of Shares Principal Amount, Maturity Date
Title of Covered Security (if applicable) and Interest Rate (if applicable)
------------------------------------------------------ ------------------------ ------------------------------------
<S> <C> <C>
------------------------------------------------------ ------------------------ ------------------------------------
------------------------------------------------------ ------------------------ ------------------------------------
------------------------------------------------------ ------------------------ ------------------------------------
------------------------------------------------------ ------------------------ ------------------------------------
------------------------------------------------------ ------------------------ ------------------------------------
</TABLE>
- I have no holdings in Covered Securities to report.
- I have holdings in Covered Securities to report and I have attached a
copy of my most recent account statement, which contains all of the
information listed above.
* The report or recording of any holding in Covered Securities noted
above will not be construed as an admission that I have beneficial
ownership of one or more of the Covered Securities reported above.
Securities Accounts
<TABLE>
<CAPTION>
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Name of Broker, Dealer or Bank Name(s) on and Type of Account
---------------------------------------------------------------------------------------
<S> <C>
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
</TABLE>
- I have no securities accounts to report.
I certify that I have included on this report all holdings in Covered Securities
and accounts required to be reported pursuant to the Code of Ethics.
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(Signature) (Date)
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EXHIBIT C
Oak Value Capital Management, Inc.
Annual Holdings Report
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Name of Reporting Calendar Year Ended:
Person: ___________________ _________________
Date Report Due: ___________________ Date Submitted: _________________
Information Provided [NOTE: Information should be current
as of: ___________________ as of a date no more than 30 days
before this report is submitted.]
Securities Holdings* (Note: Holdings in both Pubic and Private (I.E., limited
offerings) Covered Securities are required to be reported, unless otherwise
exempted under the Code.)
<TABLE>
<CAPTION>
---------------------------------------- ------------------------ ------------------------------------
Name of Issuer and No. of Shares Principal Amount, Maturity Date
Title of Covered Security (if applicable) and Interest Rate (if applicable)
---------------------------------------- ------------------------ ------------------------------------
<S> <C> <C>
---------------------------------------- ------------------------ ------------------------------------
---------------------------------------- ------------------------ ------------------------------------
---------------------------------------- ------------------------ ------------------------------------
---------------------------------------- ------------------------ ------------------------------------
---------------------------------------- ------------------------ ------------------------------------
</TABLE>
- I have no holdings in Covered Securities to report for the year.
- I have holdings in Covered Securities in non-OVCM accounts to report
and I have attached a copy of my most recent account statement, which
contains all of the information listed above.
- I have holdings in Covered Securities in OVCM accounts to report and
the information listed above is located on the trading report, which
will be attached to this form.
* The report or recording of any holdings in Covered Securities noted
above will not be construed as an admission that I have beneficial
ownership of one or more of the Covered Securities reported above.
Securities Accounts
<TABLE>
<CAPTION>
---------------------------------------- -------------------- ------------------------------------------
Name of Broker, Dealer or Bank Date Account Was Name(s) on and Type of Account
Established
---------------------------------------- -------------------- ------------------------------------------
<S> <C> <C>
---------------------------------------- -------------------- ------------------------------------------
---------------------------------------- -------------------- ------------------------------------------
</TABLE>
- I have no securities accounts to report for the year.
I certify that I have included on this report all holdings in Covered Securities
and accounts required to be reported pursuant to the Code of Ethics.
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(Signature) (Date)
<PAGE>
EXHIBIT D
Oak Value Capital Management, Inc.
Compliance Certification
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Initial Certification
I certify that I:
- have received, read and reviewed the Code of Ethics;
- understand the policies and procedures in the Code;
- recognize that I am subject to such policies and procedures;
- understand the penalties for non-compliance;
- will fully comply with the Code of Ethics; and
- have fully and accurately completed this Certification.
Signature: _________________________ Date Submitted:________________________
Name: _________________________ Due Date: ________________________
(please print)
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Annual Certification
I certify that I:
- have received, read and reviewed the Code of Ethics;
- understand the policies and procedures in the Code;
- recognize that I am subject to such policies and procedures;
- understand the penalties for non-compliance;
- have complied with the Code of Ethics and any applicable reporting
requirements during this past year;
- have fully disclosed any exceptions to my compliance with the Code
below;
- will fully comply with the Code of Ethics; and
- have fully and accurately completed this Certification.
Exceptions:
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Signature: _________________________ Date Submitted: _____________________
Name: _________________________ Due Date: ____________________
(please print)
