CM ADVISERS FAMILY OF FUNDS

                   CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
                          PRINCIPAL FINANCIAL OFFICERS

I.   COVERED OFFICERS/PURPOSE OF THE CODE

     This code of ethics  (this  "Code")  for CM  Advisers  Family of Funds (the
"Trust") applies to the Trust's Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer(s) (the "Covered Officers" each of whom
are set forth in Exhibit A) for the purpose of promoting:

o    honest and ethical  conduct,  including  the ethical  handling of actual or
     apparent   conflicts  of  interest   between   personal  and   professional
     relationships;

o    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
     Trust;

o    compliance with applicable laws and governmental rules and regulations;

o    the prompt  internal  reporting of violations of the Code to an appropriate
     person or persons identified in the Code; and

o    accountability for adherence to the Code.


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  in any  material  respect  interferes  with the  interests  of, or his
service to, the Trust.  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 with the Trust.

     Certain  conflicts  of  interest  arise  out of the  relationships  between
Covered  Officers  and the Trust and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 ("Investment  Company Act") and
the Investment  Advisers Act of 1940  ("Investment  Advisers Act"). For example,
Covered Officers may not individually  engage in certain  transactions  (such as
the  purchase  or sale of  securities  or other  property,  other than shares of
beneficial  interest  of the Trust)  with the Trust  because of their  status as
"affiliated  persons" of the Trust.  The Trust's  and the  investment  adviser'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 Trust and






the  investment  adviser/administrator  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
Trust  or  for  the   adviser/administrator,   or  for  both),  be  involved  in
establishing policies and implementing decisions that may have different effects
on the  adviser/administrator  and the Trust.  The  participation of the Covered
Officers in such activities is inherent in the contractual  relationship between
the Trust and the  adviser/administrator  and is consistent with the performance
by the Covered  Officers of their  duties as  officers  of the Trust.  Thus,  if
performed in conformity  with the provisions of the  Investment  Company Act and
the Investment Advisers Act, such activities will be deemed to have been handled
ethically.  In  addition,  it is  recognized  by the  Trust's  Board of Trustees
("Board") that the Covered  Officers may also be officers or employees of one or
more investment companies covered by 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 and the
Investment  Advisers 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 Trust.

     Each Covered Officer must:

o    not use his personal  influence  or personal  relationships  improperly  to
     influence  investment decisions or financial reporting by the Trust whereby
     the Covered Officer would benefit personally to the detriment of the Trust;

o    not  cause  the  Trust  to take  action,  or fail to take  action,  for the
     individual  personal benefit of the Covered Officer to the detriment of the
     Trust;

o    not use material  non-public  knowledge of portfolio  transactions  made or
     contemplated  for the Trust to trade  personally  or cause  others to trade
     personally in contemplation of the market effect of such transactions;

o    report at least annually any affiliations or other relationships related to
     conflicts of interest that the Trust's Trustees and Officers  Questionnaire
     covers.


     There are some  conflict  of  interest  situations  that  should  always be
discussed  with the Audit  Committee of the Trust  ("Audit  Committee")  if such
situations might have a material adverse effect on the Trust.  Examples of these
include:

o    service as a director/trustee on the board of any public company;

o    the receipt of non-nominal gifts (currently gifts in excess of $200.00);

o    the  receipt of  entertainment  from any  company  with which the Trust has
     current or prospective  business  dealings,  including  investments in such
     companies,  unless such  entertainment is  business-related,  reasonable in
     cost, appropriate as to time and place, and not so frequent as to raise any
     questions of impropriety;





o    any ownership  interest in, or any  consulting  or employment  relationship
     with,  any of the  Trust's  service  providers,  other than its  investment
     adviser,  principal  underwriter,  administrator  or any affiliated  person
     thereof;

o    a direct or indirect financial interest in commissions, transaction charges
     or spreads paid by the Trust for effecting  portfolio  transactions  or for
     selling or redeeming shares other than an interest arising from the Covered
     Officer's employment, such as compensation or equity ownership.


III. DISCLOSURE AND COMPLIANCE

o    each  Covered  Officer  should  familiarize  himself  with  the  disclosure
     requirements generally applicable to the Trust;

o    each Covered Officer should not knowingly misrepresent,  or cause others to
     misrepresent,  facts about the Trust to others,  whether  within or outside
     the  Trust,  including  to  the  Trust's  trustees  and  auditors,  and  to
     governmental regulators and self-regulatory organizations;

o    each Covered Officer should, to the extent  appropriate  within his area of
     responsibility,  consult  with other  officers  and  employees of the Trust
     (including,  as appropriate,  the Trust's Disclosure Control Committee) and
     the adviser/administrator  with the goal of promoting full, fair, accurate,
     timely and understandable disclosure in the reports and documents the Trust
     files with, or submits to, the SEC and in other public  communications made
     by the Trust; and

o    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:

o    upon  adoption of the Code (or  thereafter as  applicable,  upon becoming a
     Covered  Officer),  affirm in writing  to the Board  that he has  received,
     read, and understands the Code;

o    annually  thereafter  affirm to the  Board  that he has  complied  with the
     requirements of the Code;

o    not  retaliate  against any other  Covered  Officer or any  employee of the
     Trust or their affiliated persons for reports of potential  violations that
     are made in good faith; and

o    notify the Chairman of the Audit Committee for the Trust promptly if he/she
     knows of any material violation of this Code.

The Audit Committee 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.  In addition,  any approvals or waivers  sought by a
Covered Officer will be considered by the Audit Committee.

     The Trust will follow these procedures in investigating  and enforcing this
Code:

o    the compliance officer of the investment adviser to the Trust, Van Den Berg
     Management,  Inc.  d/b/a CM Fund  Advisers (or such other Trust  officer or
     other  investigator as the Audit Committee may from time to time designate)
     (the  "Investigator"),  shall take  appropriate  action to investigate  any
     potential violations reported to him;

o    if, after such investigation,  the Investigator  believes that no violation
     has occurred, the Investigator is not required to take any further action;

o    any matter that the  Investigator  believes is a violation will be reported
     to the Audit Committee;

o    if the Audit  Committee  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 investment adviser/administrator or its board;
     or a recommendation to dismiss the Covered Officer;

o    the  Audit  Committee  will  be  responsible  for  granting   waivers,   as
     appropriate; and

o    any  changes to or waivers of this Code will,  to the extent  required,  be
     disclosed as provided by SEC rules.

Any potential  violation of this Code by the  Investigator  shall be reported to
the Chairman of the Audit  Committee  and the Audit  Committee  shall appoint an
alternate Trust officer or other investigator to investigate the matter.

V.   OTHER POLICIES AND PROCEDURES

     This  Code  shall be the sole  code of  ethics  adopted  by the  Trust  for
purposes  of  Section  406 of the  Sarbanes-Oxley  Act and the  rules  and forms
applicable  to  registered  investment  companies  thereunder.  Insofar as other
policies or procedures of the Trust, the Trust's 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
superseded  by this Code to the extent that they  overlap or  conflict  with the
provisions of this Code. The Trust's and its investment  adviser's and principal
underwriter's  codes of ethics under Rule 17j-1 under the Investment Company Act
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 Board,  including a majority of
independent 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  regulation  or this Code,  such matters
shall not be disclosed to anyone other than the Board and the Audit Committee.

VIII. INTERNAL USE

     The Code is intended  solely for the internal use by the Trust and does not
constitute  an  admission,  by or on  behalf  of  the  Trust,  as to  any  fact,
circumstance, or legal conclusion.




Date:  November 19, 2003





                                    EXHIBIT A


                     Persons Covered by this Code of Ethics
                     --------------------------------------

         Arnold Van Den Berg, President and Principal Executive Officer
          James D. Brilliant, Treasurer and Principal Financial Officer