Code of Ethics

Introduction

The very essence of the financial services industry demands Thompson Davis Asset Management (a division of Thompson, Davis & Co., Inc.) consistently maintains the highest possible standards of behavior. In keeping with this objective, our guiding principles express these high standards and form the foundation of our Code of Ethics.

While no code can ever replace the appropriate, thoughtful and ethical behavior of a director, officer or employee, the following Code of Ethics provides basic principles to help firm representatives recognize a variety of ethical issues and deal with them appropriately. All should always rely on professionalism, good judgment, common sense and personal integrity to determine proper conduct in specific situations.

Applicability

The provisions of the Code of Ethics shall apply to all directors, officers, employees (access persons). The Code of Ethics applies to Thompson Davis Asset Management and all the Thompson, Davis & Co., Inc. companies.

For further clarification – this Code of Ethics requires certain persons, called an access persons, to report their personal securities transactions and holdings. An access person is a supervised person who has access to nonpublic information regarding clients' purchase or sale of securities, is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic. A supervised person who has access to nonpublic information regarding the portfolio holdings of affiliated mutual funds would be considered an access person, but a supervised person would not be an access person solely because that person has nonpublic information regarding the portfolio holdings of a client that is not an investment company. Persons who are not supervised persons of the Firm would not be access persons.

The Firm's supervised persons are its partners, officers, directors (or other persons occupying a similar status or performing similar functions) and employees, as well as any other persons who provide advice on behalf of the adviser and are subject to the adviser’s supervision and control. If the Firm's primary business is providing investment advice, then all of its directors, officers and partners are access persons.

An access person would be considered to be a beneficial owner of any security in which he has a direct or indirect monetary interest or is held by his spouse, his minor children, a relative who shares his home, or other persons by reason of any contract, arrangement, understanding or relationship that provides him with sole or shared voting or investment power.

A reportable security is considered to be any security, except that it shall not include securities issued by the Government of the United States or an agency thereof; money market instruments (bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments); shares of money market funds; transactions and holdings in other open-end mutual funds (unless the Firm or a control affiliate acts as the investment adviser or principal underwriter for the fund); and transactions in units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds.

Purchase or sale of a security includes, among other things, the writing of an option to purchase or sell a security. A security is being purchased or sold by the client from the time when a purchase or sale has been communicated to the Firm until the time when such transaction has been fully completed or terminated.

Conflicts of Interest

A conflict of interest occurs when an individual's personal interests interfere intentionally or seemingly in any way with the best interests of Thompson Davis Asset Management, its clients, its shareholders or other relevant stakeholders. A conflict of interest can occur when a director, officer or employee has interests that place his interests opposite to those of the Company or make it difficult to perform his work objectively and effectively. Without prior approval, every representative must avoid activities, interests, associations or outside business interests that are conflicts of interest. Our compliance manual affirms that all representatives are required to obtain written approval prior to engaging in any outside business activity, political activity, political contribution, or private securities placement.

When necessary, Thompson Davis Asset Management Directors, Officer and employees should refer to the Compliance Manual policy on gifts to or from clients and vendors. Loans from Thompson Davis Asset Management (or Thompson, Davis & Co., Inc.) to Directors or Officers are prohibited to the extent prohibited in the Sarbanes-Oxley Act of 2002 or other applicable law or regulation.

Compliance with Laws, Rules and Regulations

It is our policy to comply with all federal, state, local and international laws (including insider trading laws) as well as the regulations that govern the conduct of our business. Our policies also extend to total compliance with federal, state and international laws prohibiting money laundering and with the safeguards included in the US Patriot Act. Any violation of such laws and regulations may result in disciplinary action, up to and including termination, and may result in the reporting of such conduct to the applicable governmental, regulatory, and/or law enforcement agencies.

Confidentiality

Customers and employees have the right to privacy and to the security of their personal information. Thompson Davis Asset Management directors, officers and employees are obligated to maintain the confidentiality of information entrusted to them by Thompson Davis Asset Management, its vendors and/or other employees. All must abide by the Privacy Policy as it pertains to the handling of non-public client information. No representative may provide non-public information to persons or organizations outside Thompson Davis Asset Management, including the media, unless authorized to do so. Any inquiry concerning Thompson Davis Asset Management (or Thompson, Davis & Co., Inc.) should immediately be referred to the Chief Executive Officer or the Chief Compliance Officer.

Questions regarding confidentiality or materiality of any information should be referred to the Chief Compliance Officer.

All of these restrictions apply to any confidential information received by representatives prior to and continue after their employment with Thompson Davis Asset Management.

Fairness

In all of our dealings, we strive to treat people fairly, carefully weighing our responsibilities to all stakeholders. Business relationships, whether cooperative or competitive, will be pursued freely, fairly and openly. No Thompson Davis Asset Management representative should endeavor to take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, and any other unfair practice. This Code also enforces the employment at will policy unless specifically agreed to the contrary in writing.

All representatives must avoid unfair competitive practices and should comply with all applicable antitrust laws as well as fair-competition laws and regulations. This obligation extends to our marketing and advertising materials, which also must comply with all applicable laws, rules and regulations.

Honoring Our Trust In You

The funds, property, information and services entrusted to our care belong to Thompson Davis Asset Management and their customers alone.

These assets would include, but are not limited to, physical and intellectual property such as confidential and proprietary information; capital; equipment and facilities; trademarks and service marks; technology; business plans; trade secrets; new ideas, products or services; copyrightable materials; and client and prospective client lists.

Using these assets carelessly, inappropriately, or for personal gain is a violation of this trust and may be unlawful.

Integrity

Our word is our bond. As representatives of Thompson Davis Asset Management, we tell the truth in all of our communications and do not mislead by omission.

This policy also applies to trading in the securities of a company, including those of Thompson Davis Asset Management clients and vendors, if an a representative has material, non-public information about that company that the representative obtained in the course of his employment at Thompson Davis Asset Management. Violations of insider trading laws may be punishable by fines and imprisonment by applicable authorities and termination of employment and/or other disciplinary actions.

Record Keeping Responsibility

The Compliance Department is responsible for maintaining the following records for a period of five years:

  1. All annual acknowledgement statements.
  2. Electronic records of transaction confirmations, brokerage statements and activity in accounts of directors, officers and employees who are deemed access persons (via broker/dealer records and in accordance with the Written Supervisory Procedures).
  3. All lists of directors, officers and employees who are either supervised persons and/or access persons covered by the Code.
  4. A copy of the Code of Ethics, as well as any amendments.
  5. A written record of each violation of the Code as well as a record of any action taken as a result of the violation.

Individual Responsibility

All directors, officers and employees will be required to sign either electronically or via written statement an annual acknowledgement statement indicating they received and will abide by the Code of Ethics as well as an acknowledgement that all personal brokerage accounts will be maintained through Thompson Davis Asset Management or Thompson, Davis & Co., Inc. (unless prior approval has been attained).

A copy of this Code of Ethics is also included in our Written Supervisory Procedures. A summary of the Code of Ethics can also be found on the Thompson Davis website at www.thompsondavis.com.

Any director, officer and/or employee that believe he has witnessed, or has knowledge of, conduct that is illegal, improper or unethical should report the conduct to proper management. It is unlawful and a violation of our policies to retaliate against or adversely treat any employee who acted in good faith to satisfy his obligations under this policy by reporting conduct that he believes is illegal, improper or unethical.

Thompson Davis Asset Management strictly prohibits such acts. Any such act may result in disciplinary action, including termination of employment.

Thompson Davis Asset Management firmly embraces its responsibility to ensure all financial practices and policies fulfill the obligations to shareholders, clients, employees, government entities and regulatory authorities. Any waiver of this Code of Ethics for a director or officer may only be made by the Board of Directors and, if made, shall promptly be disclosed to shareholders.