CODE OF ETHICS
THE ROCKLAND FUNDS TRUST
AND
GREENVILLE CAPITAL MANAGEMENT, INC.
JUNE, 2000
I. DEFINITIONS
A. "Act" means the Investment Company Act of 1940, as amended.
B. "Access person" means any trustee, officer or Advisory Person of the
Company or the Advisor.
C. "Company" means The Rockland Funds Trust.
D. "Fund" means The Rockland Growth Fund.
E. "Advisor" means Greenville Capital Management, Inc.
F. "Advisory Person" means; (i) any employee of the Company, the Advisor
or of any company in a control relationship to the Company, who in
connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase or sale
of a security by the Company, or whose functions relate to the making
of any recommendations with respect to such purchases or sales; and
(ii) any natural person in a control relationship to the Company who
obtains information concerning recommendations made to the Company
with regard to the purchase or sale of a security.
G. A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and
communicated and, with respect to the person making the
recommendation, when such person seriously considers making such a
recommendation.
H. "Beneficial ownership" shall be interpreted in the same manner as it
would be in determining whether a person is subject to the provisions
of Section 16 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder, except that the
determination of direct or indirect beneficial ownership shall apply
to all securities which an Access Person has or acquires.
I. "Disinterested trustee" means a trustee of the Company who is not an
"interested person" of the Company within the meaning of Section
2(a)(19) of the Act.
J. "Purchase or sale of a security" includes, among other things, the
writing of an option to purchase or sell a security.
K. "Security" shall have the meaning set forth in Section 2(a)(36) of the
Act, except that it shall not include shares of registered open-end
investment companies, securities issued by the Government of the
United States, short-term debt securities which are "government
securities" within the meaning of Section 2(a)(16) of the Act,
banker's acceptances, bank certificates of deposit, commercial paper,
and such other money market instruments as designated by the Company's
Board of Trustees. A Security includes an option to purchase or sell,
or a security convertible or exchangeable into, a Security.
II. GENERAL FIDUCIARY PRINCIPLES
In addition to the specific principles enunciated in this Code of Ethics,
all persons employed by or associated with the Company and the Advisor
shall be governed by the following general fiduciary principles:
A. The duty at all times to place the interests of shareholders above all
others;
B. The requirement that all personal securities transactions be conducted
consistent with this Code of Ethics and in such a manner as to avoid
any actual or potential conflict of interest or any abuse of an
individual's position of trust and responsibility; and
C. The fundamental standard that no Access Person should take
inappropriate advantage of their position.
III. EXEMPTED TRANSACTIONS
The prohibitions of Section V of this Code of Ethics shall not apply to:
(1) Purchases or sales effected in any account over which the Access
Person has no direct or indirect influence of control;
(2) Purchases or sales of securities which are not eligible for
purchase or sale by the Company;
(3) Purchases or sales which are non-volitional on part of either the
Access Person or the Company;
(4) Purchases which are part of an automatic dividend reinvestment
plan;
(5) Purchases effected upon 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; and
(6) Purchases or sales which receive the prior approval of the
President of the Company because they are only remotely
potentially harmful to the Company because they would be very
unlikely to affect a highly institutional market, or because they
clearly are not related economically to the securities to be
purchased, sold or held by the Company.
IV. POLICY ON SECURITY OWNERSHIP
In addition to the prohibitions contained in Section V hereof, it is the
general policy of the Company that no Access Person shall have any direct
or indirect beneficial ownership of any security which is also owned by the
Company. Upon the discovery by the Company or any Access Person that an
Access Person has direct or indirect beneficial ownership of a security
which is also owned by the Company, such Access Person shall promptly
report such fact to the President of the Company, and the President will
determine on a case-by-case basis what action, if any, should be taken by
the Access Person with respect to the security. If the President
determines that any significant conflict of interest or potential conflict
of interest exists as a result of such ownership the Access Person may be
required to divest him/herself of such ownership. This policy enumerated
in this Section IV shall not apply to disinterested trustees.
V. PROHIBITED ACTIVITIES
No Access Person shall purchase or sell, directly or indirectly any
security in which he/she has, or by reason of such transaction acquires,
any direct or indirect beneficial ownership and which he/she knows or
should have known at the time of such purchase or sale, within the most
recent 15 days: (A) is being considered for purchase or sale by the
Company; or (B) is being purchased or sold by the Company.
With the exception of the Company's disinterested trustees:
A. No Access Person shall acquire any securities in an initial public
offering.
B. No Access Person shall acquire securities pursuant to a private
placement without prior approval from the Company's Board of Trustees.
In determining whether approval should be granted, the Board of
Trustees should consider:
(1) whether the investment opportunity should be reserved for the
Company and its shareholders; and
(2) whether the opportunity is being offered to an individual by
virtue of his/her position with the Company or the Advisor.
In the event approval is granted, the Access Person must disclose the
investment when he/she plays a material role in the Company's subsequent
consideration of an investment in the issuer. In such circumstances, the
Company's decision to purchase securities of the issuer will be subject to
an independent review by investment personnel with no personal interest in
the issuer.
C. No Access Person shall profit from the purchase and sale, or sale and
purchase, of the same, or equivalent, securities within sixty (60)
calendar days unless the security was purchased and sold by the
Company within sixty (60) calendar days and the Access Person complies
with Section V, (Paragraph 1). Any profits realized on such short
term trades must be disgorged by the Access Person; provided, however
that the Board of Trustees may make exceptions to this prohibition on
a case-by-case basis in situations where no abuse is involved, and the
equities strongly support an exception. This prohibition shall not
apply to purchases and sales, or sales and purchases, of broad-based
stock index options.
D. No Access Person shall receive any gift or other thing of more than
de minimus value from any person or entity that does business with or
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on behalf of the Company or Advisor.
E. No Access Person shall serve on the board of directors of a publicly
traded company without prior authorization from the Company's Board of
Trustees based upon a determination that board service would not be
inconsistent with the interests of the Company and its shareholders.
In the event that board service is authorized, Access Persons serving
as directors must be isolated from those making investment decisions
through a "Chinese wall."
VI. REPORTING
A. Except for the transactions set forth in Section III, all securities
transactions in which an Access Person (other than the disinterested
trustees who will be monitored by the fund Administrator, Firstar),
has a direct or indirect beneficial ownership interest will be
monitored by the Advisor.
B. With the exception of disinterested trustees, every Access Person
shall report to the Advisor the information described in Section VI(E)
of this Code of Ethics with respect to the transactions in any
security in which such Access Person has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership in
the security.
C. Every Access Person shall return a report to the Advisor even if such
Access Person has no personal securities transactions to report for
the reporting period.
D. A disinterested trustee of the Company need only report a transaction
in security if such trustee, at the time of such transaction, knew or,
in the ordinary course of fulfilling his or her official duties as a
trustee of the Company, should have known that, during the 15 day
period immediately preceding the date of the transaction by the
trustee, such security was purchased or sold by the Company or was
being considered for purchase or sale by the Company.
E. Every report required to be made by this Code of Ethics shall be made
not later than ten (10) calendar days after the end of the calendar
quarter in which the transaction to which the report relates was
effected, and shall contain the following information.
(1) The date of the transaction; the title and the number of shares,
and the principal amount of each security involved;
(2) The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(3) The price at which the transaction was effected; and
(4) The name of the broker, dealer or bank with or through whom the
transaction was effected.
The determination date for timely compliance with this Section VI(E)
is the date the report is received by the Advisor (or Firstar for
disinterested trustees), which date must be recorded on the report.
F. Any report filed pursuant to this Code of Ethics may contain a
statement that the report shall 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 security to which the report
relates.
G. With the exception of disinterested trustees, every Access Person
shall direct his/her brokers to supply to the Advisor on a timely
basis, duplicate copies of all personal securities transactions and
copies of periodic statements for all securities accounts.
H. With the exception of disinterested trustees, every Access Person
shall disclose to the Advisor all personal securities holdings upon
commencement of employment, and shall provide an updated holdings list
on an annual basis.
VII. COMPLIANCE WITH THE CODE OF ETHICS
A. All Access Persons shall certify annually that:
(1) They have read and understand the Code of Ethics and recognize
that they are subject thereto; and
(2) They have complied with the requirements of the Code of Ethics
and disclosed or reported all personal securities transactions
required to be disclosed or reported pursuant to the Code.
B. Firstar, in conjunction with the Advisor and the Company's legal
counsel, shall prepare an annual report to the Company's Board of
Trustees which shall:
(1) Summarize existing procedures concerning personal investing and
any changes in the procedures made during the past year;
(2) Identify any violations requiring significant remedial action
during the past year; and
(3) Identify any recommended changes in existing restrictions or
procedures based upon the Company's experience under its Code of
Ethics, evolving industry practices, or developments in laws or
regulations.
VIII. SANCTIONS
Upon discovering a violation of this Code of Ethics, the Board of
Trustees of the Company may impose such sanctions as it deems
appropriate, including, among other sanctions, a letter of censure or
suspension, or termination of the employment of the violator. The
Company's Board of Trustees will be promptly informed of any serious
violations of this Code of Ethics.
