Exhibit (a)(1)
BB&T FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
PRINCIPAL FINANCIAL OFFICERS
I. Covered Officers/Purpose of the Code
BB&T Funds' (the "Company" or the "Funds") code of ethics (this "Code")
applies to the Company's Principal Executive Officer ("President") and Principal
Financial Officer ("Treasurer") (the "Covered Officers" each of whom is
identified in Exhibit A) for the purpose of promoting:
. honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
. full, fair, accurate, timely and understandable disclosure in reports
and documents that a registrant files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public
communications made by the Company;
. compliance with applicable laws and governmental rules and regulations;
. the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
. accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to apparent as well as
actual conflicts of interest.
II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts
of Interest
Overview. A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his service to, the
Company. For example, a conflict of interest would arise if a Covered Officer,
or a member of his family, receives improper personal benefits as a result of
his position in the Company.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Company and already are subject to conflict of interest
provisions in the Investment Company Act. For example, Covered Officers may not
individually engage in certain transactions (such as the purchase or sale of
securities or other property) with the Company because of their status as
"affiliated persons" of the Company. Each Covered Officer is an employee of the
Company's Administrator ("Service Provider"). The Company's and the Service
Provider's compliance programs and procedures are designed to prevent, or
identify and correct, violations of these provisions. This Code does not, and is
not intended to, repeat or replace these programs and procedures, and such
conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Company and the Service Provider of which the Covered Officers are
also officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Company or for the Service Provider, or for both), be involved in establishing
policies and implementing decisions which will have different effects on the
Service Provider and the Company. The participation of the Covered Officers in
such activities is inherent in the contractual relationship between the Company
and the Service Provider and is consistent with the performance by the Covered
Officers of their duties as officers of the Company. Thus, if performed in
conformity with the provisions of the Investment Company Act, will be deemed to
have been handled ethically. In addition, it is recognized by the Board of
Trustees (the "Board") that the Covered Officers may also be officers or
employees of one or more other investment companies covered by this or other
Codes.
Other conflicts of interest are covered by the Code, even if such conflicts
of interest are not subject to provisions in the Investment Company Act. The
following list provides examples of conflicts of interest under the Code, but
Covered Officers should keep in mind that these examples are not exhaustive. The
overarching principle is that the personal interest of a Covered Officer should
not be placed improperly before the interest of the Company.
Each Covered Officer must:
. not use his personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Company
whereby the Covered Officer would benefit personally to the detriment
of the Company;
. not cause the Company to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than for the
benefit of the Company;
. not use material non-public knowledge of portfolio transactions made or
contemplated for the Company to trade personally or cause others to
trade personally in contemplation of the market effect of such
transactions;
III. Disclosure & Compliance
. Each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to the Company;
. each Covered Officer should not knowingly misrepresent, or cause others
to misrepresent, facts about the Company to others, whether within or
outside the Company, including to the Company's Trustees and auditors,
and to governmental regulators and self-regulatory organizations;
. each Covered Officer should, to the extent appropriate within his area
of responsibility, consult with other officers and employees of the
Company and the Company's adviser or subadviser and administrator with
the goal of promoting full, fair, accurate, timely and understandable
disclosure in the reports and
documents the Company files with, or submit to, the SEC and in other
public communications made by the Company; and
. it is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
IV. Reporting and Accountability
Each Covered Officer must:
. upon adoption of the Code (or thereafter as applicable, upon becoming a
Covered Officer), affirm in writing to the Board that he/she has
received, read, and understands the Code;
. annually thereafter affirm to the Board that he/she has complied with
the requirements of the Code;
. not retaliate against any employee or Covered Officer or their
affiliated persons for reports of potential violations that are made in
good faith;
. notify the Qualified Legal Compliance Committee ("QLCC") promptly if he
knows of any violation of this Code. Failure to do so is itself a
violation of this Code; and
. report at least annually any change in his affiliations from the prior
year.
The QLCC is responsible for applying this Code to specific situations
in which questions are presented under it and has the authority to interpret
this Code in any particular situation.
The Company will follow these procedures in investigating and enforcing
this Code:
. the QLCC will take all appropriate action to investigate any potential
violations reported to it;
. if, after such investigation, the QLCC believes that no violation has
occurred, the QLCC is not required to take any further action;
. if the QLCC concurs that a violation has occurred, it will inform and
make a recommendation to the Board, which will consider appropriate
action, which may include review of, and appropriate modifications to,
applicable policies and procedures; notification to appropriate
personnel of the Service Provider or its board; or a recommendation to
dismiss the Covered Officer; and
. any changes to this Code will, to the extent required, be disclosed as
provided by SEC rules.
V. Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and
forms applicable to
registered investment companies thereunder. Insofar as other policies or
procedures of the Funds, the Funds' adviser, principal underwriter, or other
service providers govern or purport to govern the behavior or activities of the
Covered Officers who are subject to this Code, they are superceded by this Code
to the extent that they overlap or conflict with the provisions of this Code.
The Funds' and their investment adviser's, principal underwriter's and service
providers' codes of ethics under Rule 17j-1 under the Investment Company Act and
the adviser's more detailed policies and procedures are separate requirements
applying to the Covered Officers and others, and are not part of this Code.
VI. Amendments
Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Company's board, including a
majority of independent directors/trustees.
VII. Confidentiality
All reports and records prepared or maintained pursuant to this Code will
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the appropriate Board and its counsel, the
investment adviser and the respective Service Providers.
VIII. Internal Use
The Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of the Company, as to any fact,
circumstance, or legal conclusion.
Date: November 19, 2003
Exhibit A
Persons Covered by this Code of Ethics - As of November 19, 2003
Principal Executive Officer and President - George O. Martinez
Principal Financial Officer and Treasurer - Troy A. Sheets