OAK VALUE TRUST
CODE OF ETHICS FOR OFFICERS
PURPOSES OF THE CODE
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The reputation and integrity of the Oak Value Trust (the "Fund") are valuable
assets that are vital to the Fund's success. Each officer of the Fund (set forth
in Exhibit A) is responsible for conducting the Fund's business in a manner that
demonstrates a commitment to the highest standards of integrity.
The Fund has adopted a Code of Ethics under Rule 17j-1 under the Investment
Company Act of 1940. The Fund's Rule 17j-1 Code is designed to prevent certain
conflicts of interest that may arise when officers, employees, or directors know
about present or future Fund transactions, have the power to influence those
transactions; and engage in securities transactions in their personal
account(s).
The Fund has chosen to adopt this Code of Ethics for Officers to encourage its
officers to act ethically and to question potentially unethical or illegal
practices, and to strive to ensure that the Fund's financial disclosures are
complete, accurate, and understandable. This Code of Ethics for Officers should
be read in conjunction with the Fund's other policy statements, including its
Rule 17j-1 Code and its Disclosure Controls and Procedures.
PRINCIPLES FOR THE HANDLING OF FINANCIAL INFORMATION
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The Fund has adopted the following principles to govern the manner in which
officers perform their duties. Persons subject to these guidelines include any
Fund officer or employee who performs a similar function or who participates in
the preparation of any part of the Fund's financial statements. Specifically,
persons subject to this Code shall:
o Act with honesty and integrity
o Avoid actual or apparent conflicts of interest with the Fund in personal
and professional relationships
o Provide information to the Fund's employees and service providers (adviser,
administrator, outside auditor, outside counsel, custodian, etc.) that is
accurate, complete, objective, relevant, timely, and understandable
o Endeavor to ensure full, fair, timely, accurate, and understandable
disclosure in the Fund's periodic reports
o Comply with the federal securities laws and other applicable laws and
rules, such as the Internal Revenue Code
o Act in good faith, responsibly, and with due care, competence and
diligence, without misrepresenting material facts or subordinating
independent judgment to another end
o Respect the confidentiality of information acquired in the course of their
work, except where disclosure is expressly permitted or is otherwise
legally mandated
o Record (or participate in the recording of) entries in the Fund's books and
records that are accurate
o Refrain from using confidential information for personal advantage
VIOLATIONS OF THE CODE
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Any action that directly or indirectly contravenes one or more of the Principles
outlined above shall be treated as a violation of this Code unless good cause
for such apparent contravention is found to exist.
Dishonest or unethical conduct or conduct that is illegal will constitute a per
se violation of this Code, regardless of whether this Code refers to that
particular conduct.
A violation of this Code may result in disciplinary action, up to and including
termination of employment. The Fund must and will report all suspected criminal
violations to the appropriate authorities for possible prosecution, and will
investigate, address and report as appropriate, non-criminal violations.
ENFORCEMENT OF THE CODE
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VIOLATIONS
All persons subject to this Code who observe, learn of, or, in good faith,
suspect a current or threatened violation of the Code must immediately report
the violation in writing to the Compliance Officer, another member of the Fund's
senior management, or to the Audit Committee of the Board. An example of a
possible Code violation is the preparation and filing of financial disclosure
that omits material facts, or that is accurate but is written in a way that
obscures its meaning.
DISCLOSURES
All persons subject to this Code shall file a letter (a "Disclosure Letter")
regarding any transaction or relationship that reasonably appears to involve an
actual or apparent conflict of interest with the Fund within ten days of
becoming aware of such transaction or relationship. A Disclosure Letter should
be prepared regarding these transactions or relationships whether you are
involved or have only observed the transaction or relationship. All Disclosure
Letters shall be submitted to the Compliance Officer, or if it is not possible
to disclose the matter to the Compliance Officer, then
the Disclosure Letter shall be submitted to another member of the Fund's senior
management or to the Audit Committee of the Board.
An executive officer of the Fund or the Audit Committee will review all
Disclosure Letters and determine whether further action is warranted. All
determinations will be documented in writing and will be maintained by the
Compliance Officer or other appropriate officers of the Fund.
OUTSIDE SERVICE PROVIDERS
Because service providers to the Fund, such as the Administrator,
Sub-Administrator, outside accounting firm, and custodian, provide much of the
work relating to the Fund's financial statements, you should be alert for
actions by service providers that may be illegal, or that could be viewed as
dishonest or unethical conduct. You should report these actions to the
Compliance Officer even if you know, or think, that the service provider has its
own code of ethics covering persons who are Fund officers or employees.
NON-RETALIATION POLICY
Officers and employees who report violations or suspected violations in good
faith will not be subject to retaliation of any kind. Reported violations will
be investigated and addressed promptly and will be treated confidentially to the
extent possible.
ANNUAL CERTIFICATION
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Officers will receive training on the contents and importance of this Code and
related policies and the manner in which violations must be reported and how
Disclosure Letters must be submitted. Each Officer will be asked to certify on
an annual basis that he/she is in full compliance with the Code and any related
policy statements.
QUESTIONS ABOUT THE CODE
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The Fund's Board of Trustees has designated Mark J. Seger to be the Compliance
Officer for purposes of implementing and administering this Code. Any questions
about this Code should be directed to the Compliance Officer.
Adopted: November 8, 2005
EXHIBIT A
Persons Covered by this Code of Ethics
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Larry D. Coats, Jr.
Robert G. Dorsey
Mark J. Seger
John F. Splain
Margaret C. Landis
Bonnie P. Stephens
Theresa M. Bridge
Wade R. Bridge
Craig J. Hunt