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Exhibit (p)(7)
ROCKHAVEN ASSET MANAGEMENT, LLC
COMPLIANCE MANUAL
Section 18
CODE OF ETHICS
While RAM is confident of its employees integrity and good faith, there are,
certain instances, where employees possess knowledge regarding present or future
transactions or have the ability to influence portfolio transactions made by the
Company for its clients in securities in which they personally invest. In these
situations personal interest may conflict with that of the Company's clients.
In view of the above, RAM has adopted this Code of Ethics to specify or prohibit
certain types of transactions deemed to create conflicts of interest (or the
potential for or appearance of), and to establish reporting requirements and
enforcement procedures.
It is also RAM's desire and intention to have each of its employees who are
members of the Association for Investment Management and Research ("AIMR")
comply with the AIMR's Code of Ethics and Standards of Professional Conduct.
Accordingly, a copy of the AIMR's Code of Ethics and Standards of Professional
Conduct is attached hereto as Exhibit #7. The AIMR's Code of Ethics and
Standards of Professional Conduct is hereby incorporated in its entirety as
additional guidelines for those investment personnel who are covered by it.
18.1 STATEMENT OF GENERAL PRINCIPLES
In recognition of the trust and confidence placed in RAM by its clients and to
stress RAM's belief that its operations are directed to the benefit of its
clients, the Company has developed and adopted the following general principles
to guide its employees, officers, and directors.
1. The interests of the clients are paramount and all associated persons of
the Company must conduct themselves in such a manner that the interests of
the clients take precedence over all others.
2. All personal securities transactions by associated persons of the Company
must be accomplished in such a way as to avoid any conflict between the
interest of the Company's clients and the interest of any associated
person.
3. All associated persons of the Company must avoid actions or activities that
allow personal benefit or profit from their position with regard to the
Company's clients.
18.2 DEFINITIONS
1. Access Person-any director, officer, or associated person who recommends
the purchase or sale of securities for the Company on behalf of the client.
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2. "Beneficial Ownership" of a security - a person is considered to be a
beneficial owner of any securities 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.
3. "Control" - means the power to exercise a controlling influence over the
management or policies of a company, unless such power is solely the result
of an official position with such company. Ownership of 25% or more of a
company's outstanding voting security is presumed to give the holder
control over the company.
4. "Investment Personnel" - means all Access Persons who occupy the position
of portfolio manager with respect to the clients of RAM or any
separately-managed series thereof (a "Fund"), and all Access Persons who
provide or supply information and/or advice to any portfolio manager (or
Trust Officer), or who execute or help execute any portfolio manager's
decisions.
5. "Purchase or Sale of a Security" includes, among other things, the writing
of an option to purchase or sell a security.
6. "Security" shall have the same meaning as that set forth in Section
2(a)(36) of the 1940 Act, except that it shall not include securities
issued by the Government of the United States or an agency thereof,
banker's acceptances, bank certificates of deposit, commercial paper and
registered open-end mutual funds.
7. A "Security Held or to be Acquired" by the clients means any security
which, within the most recent fifteen days, (i) is or has been held by the
clients or (ii) is being or has been considered by the Company for purchase
by the clients.
8. A Security is "being purchased or sold" by the clients from the time when a
purchase or sale has been communicated to the Company until the time when
such transaction has been fully completed or terminated.
18.3 PROHIBITED PURCHASES AND SALES OF SECURITIES
1. No Access Person shall, in connection with the purchase or sale, directly
or indirectly:
a. employ any device, scheme or artifice to defraud;
b. make any untrue statement of a material fact or omit to state a
material fact;
c. engage in any act, practice or course of business which would operate
as a fraud or deceit; or
d. engage in any manipulative practice.
2. No Access Person or Investment Personnel shall purchase or sell, directly,
or indirectly, any security owned in accounts or Funds managed by RAM. If
any such Access Person or Investment Personnel is the owner of a security
(or related security) which RAM decides to buy for an account or Fund, he
or she shall have the right to sell the security prior to RAM's purchase of
it. If any such person does not sell the security prior to RAM's purchase
for an account or Fund, he or she must own it as long as the account or
Fund owns the security.
3. No Investment Personnel may acquire securities as part of an initial public
offering or limited public offering (i.e., a private placement) by the
issuer.
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4. No Investment Personnel shall purchase or sell, directly or indirectly, any
security for the purpose or with the result of realizing a short-term gain
within 60 days from the date said security (or related security) was
acquired.
18.4 PRE-CLEARANCE OF TRANSACTIONS
1. Except as provided in Section 18.4.2, below, all Investment Personnel
must pre-clear each proposed transaction in securities with a
designated Supervisor prior to proceeding with the transaction. In
determining whether to grant such clearance, the designated Supervisor
shall refer to the Section 18.4.3, below.
2. The requirements of Section 18.4.1 shall not apply to the following
transactions:
a. Purchases or sales over which the Investment Personnel has no
direct or indirect influence or control.
b. Purchases or sales which are non-volitional on the part of either
the Investment Personnel or any Fund, including purchases or
sales upon exercise of puts or calls Written by the Investment
Personnel and sales from a margin account pursuant to a bona fide
margin call.
c. Purchases which are part of an automatic dividend reinvestment
plan.
d. 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.
3. The following transactions must be approved by the designated
Supervisor.
a. Transactions which appear upon reasonable inquiry and
investigation to present no reasonable likelihood of harm to the
clients and which are otherwise in accordance with Rule 17j-1.
b. Purchases or sales of securities which are not eligible for
purchase or sale by any client, as determined by reference to the
Act and blue sky laws and regulations thereunder, the investment
objectives and policies and investment restrictions of the
clients and their series, and undertakings made to regulatory
authorities.
c. Transactions which the designated Supervisor after consideration
of all the facts and circumstances, determines to be in
accordance with Section 18.3 and to present no reasonable
likelihood of harm to the clients.
18.5 ADDITIONAL RESTRICTIONS AND REQUIREMENTS
1. No Access Person shall accept or receive any gift in excess of $100
value from any person or entity that does business with or on behalf
of RAM.
2. Each Access Person must have duplicate statements for all personal
brokerage accounts sent to the designated Supervisor. Compliance with
this provision can be effected by the Access Person providing
duplicate copies of all such statements directly to the designated
Supervisor within two business days of receipt by the Access Person.
3. No Investment Personnel may accept a position as a director, trustee
or general partner of a publicly-traded company unless such position
has been presented to and approved by the Company and by Trusts' Board
of Trustees as consistent with the interests of the Trusts and their
shareholders.
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4. All Access Persons must provide to the designated Supervisor a
complete listing of all securities owned by such person, in addition
to the name of any broker, dealer or bank with whom the Access Person
maintained an account in which any securities were held for the direct
or indirect benefit of the Access Person, as of the effective date of
employment (an "Initial &/or Annual Holdings Report"), arid thereafter
must submit a revised list of such holdings to the designated
Supervisor as of January 1 of each subsequent year (an "Initial &/or
Annual Holdings Report"). The Initial Holdings Report must be
submitted within 10 days of the date upon which such person first
became an Access Person of the Trusts, and each update thereafter must
be provided no later than 30 days after the start of the subsequent
year. A report form and reminder will be sent to all Access Persons
prior to year-end. (see Exhibit #9).
18.6 REPORTING OBLIGATION
1. The Advisor shall create and maintain a listing of all Access Persons,
Investment Personnel, and designated Supervisors.
2. Each Access Person shall report all transactions in securities in
which the person has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership. (see Exhibit #2).
3. Each Access Person shall sign an acknowledgment at the time this Code
is adopted or at the time such person becomes an Access Person and on
an annual basis thereafter that he has read, understands, and agrees
to abide by this Code.
18.7 REPORTS
1. Each Access Person shall submit quarterly reports of personal
securities transactions to the designated Supervisor. The designated
Supervisor shall submit confidential quarterly reports with respect to
his or her own personal securities transactions to an officer
designated to receive his or her reports ("Alternate designated
Supervisor"), who shall act in all respects in the manner prescribed
herein for the designated Supervisor.
2. Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he has
any direct or indirect beneficial ownership in the security to which
the report relates.
3. Reports per Section 18.5.4 above.
4. Quarterly security transaction report shall be made not later than 10
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:
a. The date of the transaction, the title and the number of shares
or the principal amount of each security involved;
b. The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
c. The price at which the transaction was effected;
d. The name of the broker/dealer or bank with or through whom the
transaction was effected; and
e. The date the report was signed.
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5. With respect to any account established by the Access Person in which
any securities were held during the quarter for the direct or indirect
benefit of the Access Person:
a. The name of the broker, dealer or bank with whom the Access
Person established the account;
b. The date the account was established; and
c. The date the report is submitted by the Access Person.
6. In the event no reportable transactions occurred during the quarter,
the report should be so noted and returned, signed and dated.
7. Report forms will be sent to all Access Persons by the designated
Supervisor prior to the end of each quarter.
18.8 REVIEW AND ENFORCEMENT
The designated Supervisor shall review reported personal securities
transactions, brokerage statements, and/or the clients' securities
transactions to determine whether a violation of this Code may have
occurred. Before making any determination that a violation has been
committed by any person, the designated Supervisor shall give such person
an opportunity to supply additional explanatory material.
If the designated Supervisor determines that a violation of this Code may
have occurred, he shall submit his written determination, together with the
confidential monthly report and any additional explanatory material
provided by the individual, to the Counsel for the Advisor, who shall make
an independent determination as to whether a violation has occurred.
If the Counsel for the Advisor finds that a violation has occurred, the
Counsel for the Advisor shall impose upon the individual such sanctions as
he or she deems appropriate and shall report the violation and the sanction
imposed to the Board of Trustees of the Trusts.
No person shall participate in a determination of whether he has committed
a violation of the Code or of the imposition of any sanction against
himself. If a securities transaction of the Counsel for the Advisor is
under consideration, any other Counsel shall act in all respects in the
manner prescribed herein for the Counsel for the Advisor.
On an annual basis, the designated Supervisor shall provide a written
report of any material violation, and the sanctions imposed to the Board of
Trustees of the Trusts.
Further, RAM shall certify to the Board of Trustees that if it has adopted
procedures reasonably necessary to prevent violations of this Code.
18.9 RECORDS
The Company shall maintain records in the manner and to the extent set
forth below, and will make them available for examination by
representatives of the Securities and Exchange Commission.
The Company shall maintain list of Access Persons and Investment Personnel.
(see Exhibit #10).
1. A copy of this Code and any other code which is, or at any time within
the past five years has been, in effect shall be preserved in an
easily accessible place;
2. A record of any violation of this Code and any action taken as a
result of such
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violation shall be preserved in an easily accessible place for a
period of not less than five years following the end of the fiscal
year in which the violation occurs;
3. A copy of each report made by an officer or Supervisor pursuant to
this Code shall be preserved for a period of not less than five
years from the end of the fiscal year in which it is made, the first
two years in an easily accessible place; and
4. A list of all persons who are, or within the past five years have
been, required to make reports pursuant to this Code shall be
maintained in an easily accessible place.
18.10 MISCELLANEOUS
All reports of securities transactions and any other information filed
with the Company pursuant to this Code shall be treated as confidential.
The Company may from time to time adopt such interpretations of this Code
as it deems appropriate.
The Counsel for the Company, or an appropriate member of RAM, shall report
to RAM and to the Board of Trustees of the Trusts at least annually as to
the operation of this Code and shall address in any such report the need
(if any) for further changes or modifications to this Code.
Any material change must be reviewed and approved within six months of
such change by the Board of Trustees of the Trusts. This Code will be
filed as an exhibit to the. Trusts' Registration Statements.
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