CODE OF ETHICS
ATALANTA/SOSNOFF INVESTMENT TRUST
ATALANTA/SOSNOFF CAPITAL CORPORATION (DELAWARE)
ATALANTA/SOSNOFF CAPITAL CORPORATION
ATALANTA/SOSNOFF MANAGEMENT CORPORATION
A. INTRODUCTION
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Rule 17j-1 under the Investment Company Act of 1940, as amended (the "Act")
requires registered investment companies and their investment advisers and
certain principal underwriters to adopt codes of ethics and reporting
requirements to prevent fraudulent, deceptive and manipulative practices.
Atalanta/Sosnoff Investment Trust (the "Trust") is registered as an
open-end management investment company under the Act. Atalanta/Sosnoff
Capital Corporation (Delaware) (the "Adviser") is the investment adviser of
the Trust. Atalanta/Sosnoff Management Corporation (the "Underwriter") is
the principal underwriter for the Trust. Atalanta/Sosnoff Capital
Corporation is the parent company ("Parent") of the Adviser. Except as
otherwise specified herein, this Code applies to all employees, members,
officers, directors and trustees of the Trust, the Adviser, the Underwriter
and the Parent.
This Code of Ethics is based on the principle that the officers, directors,
trustees, members and employees of the Trust, the Adviser, the Underwriter
and the Parent have a fiduciary duty to place the interests of the Trust
before their own interests, to conduct all personal securities transactions
consistently with this Code of Ethics (the "Code") and to do so in a manner
which does not interfere with the portfolio transactions of the Trust, or
otherwise take unfair advantage of their relationship to the Trust. Persons
covered by this Code must adhere to this general principle as well as
comply with the specific provisions of this Code. Technical compliance with
this Code will not insulate from scrutiny trades which indicate an abuse of
an individual's fiduciary duties to the Trust.
B. DEFINITIONS
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1. "Access person" means (i) any employee, member, director, principal,
trustee or officer of the Trust, the Adviser, the Underwriter or the
Parent, (ii) any employee of any company in a control relationship to
the Trust, the Adviser, the Underwriter or the Parent who, in the
ordinary course of his or her business, makes, participates in or
obtains information regarding the purchase or sale of securities for
the Trust or whose principal function or duties relate to the making
of any recommendation to the Trust regarding the purchase or sale of
securities and (iii) any natural person in a control relationship to
the Trust, the Adviser, the Underwriter or the Parent who obtains
information concerning recommendations made to the Trust with regard
to the purchase or sale of a security. A natural person in a control
relationship or an employee of a company in a control relationship
does not become an "access person" simply by virtue of the following:
normally assisting in the preparation of public reports, but not
receiving information about current recommendations or trading; a
single instance of obtaining knowledge of current recommendations or
trading activity; or, infrequently and inadvertently obtaining such
knowledge. The Compliance Officer(s) for the Trust, the Adviser, the
Underwriter and the Parent are responsible for determining who are
access persons.
2. A security is "being considered for purchase or sale" when the order
to purchase or sell such security has been given, or prior thereto
when, in the opinion of an investment manager, a decision, whether or
not conditional, has been made (even though not yet implemented) to
make the purchase or sale, or when the decision-making process has
reached a point where such a decision is imminent.
3. Except as modified in Appendix A, "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 and the rules and regulations thereunder, except
that the determination of direct or indirect beneficial ownership
shall apply to all securities which an access person has or acquires.
(See Appendix A for a more complete description).
4. "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Act.
5. "Disinterested trustee" means a trustee who is not an "interested
person" within the meaning of Section 2(a)(19) of the Act.
6. "Equivalent security" means any security issued by the same entity as
the issuer of a subject security, including options, rights, warrants,
preferred stock, restricted stock, phantom stock, bonds and other
obligations of that company, or a security convertible into another
security.
7. "Immediate family" of an individual means any of the following persons
who reside in the same household as the individual:
child grandparent son-in-law
stepchild spouse daughter-in-law
grandchild sibling brother-in-law
parent mother-in-law sister-in-law
step-parent father-in-law
Immediate family includes adoptive relationships and any other
relationship (whether or not recognized by law) which the applicable
Compliance Officer determines could lead to possible conflicts of
interest, diversions of corporate opportunity, or appearances of
impropriety which this Code is intended to prevent.
8. "Investment personnel" means those employees who provide information
and advice to an investment manager or who help execute the investment
manager's decisions, and any natural person in a control relationship
to the Trust or the Adviser who obtains information concerning
recommendations regarding the purchase or sale of securities.
Investment personnel include research analysts and traders.
9. "Investment manager" means any employee entrusted with the direct
responsibility and authority to make investment decisions affecting
the Trust.
10. "Purchase or sale of a security" includes, without limitation, the
writing, purchase or exercise of an option to purchase or sell a
security, conversions of convertible securities and short sales.
11. "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,
bankers' acceptances, bank certificates of deposit, commercial paper,
and such other money market instruments as designated by the Board of
Trustees of the Trust.
Security does not include futures contracts or options on futures
contracts (provided these instruments are not used to indirectly
acquire an interest which would be prohibited under this Code).
C. PRE-CLEARANCE REQUIREMENTS
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All access persons shall clear in advance through the applicable Compliance
Officer, or in his or her absence the President or Chairman, any purchase
or sale, direct or indirect, of any Security in which such access person
has, or by reason of such transaction acquires, any direct or indirect
beneficial ownership interest. The Compliance Officer shall retain written
records of such clearance requests. Prior to seeking clearance through the
applicable Compliance Officer, Investment Personnel shall also obtain the
approval of the President or Chairman.
The applicable Compliance Officer will not grant clearance for any purchase
or sale if the Security is currently being considered for purchase or sale
or being purchased or sold by the Trust (subject to E. 2. Below).
Notwithstanding the foregoing sentence, an access person may be granted
clearance for the sale of a Security executed contemporaneously with the
Trust's sale of its entire position in the same Security; if such clearance
is granted, the access person will receive a price no more favorable than
the average price per share received by the Trust in the transaction. If
the Security proposed to be purchased or sold by the access person is an
option, clearance will not be granted if the Securities subject to the
option are being considered for purchase or sale as indicated above. If the
Security proposed to be purchased or sold is a convertible security,
clearance will not be granted if either that Security or the Securities
into which it is convertible are being considered for purchase or sale as
indicated above.
The applicable Compliance Officer may refuse to preclear a transaction if
he or she deems the transaction to involve a conflict of interest, possible
diversion of corporate opportunity, or an appearance of impropriety.
Clearance is effective, unless earlier revoked, until the earlier of (1)
the close of business on the second trading day, beginning on and including
the day on which such clearance was granted, or (2) the access person
learns that the information provided to the Compliance Officer in such
access person's request for clearance is not accurate. If an access person
places an order for a transaction within the two trading days but such
order is not executed within the two trading days (e.g., a limit order),
clearance needs to be reobtained. Clearance may be revoked at any time and
is deemed revoked if, subsequent to receipt of clearance, the access person
has knowledge that a security to which the clearance relates is being
considered for purchase or sale.
D. EXEMPTED TRANSACTIONS
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The pre-clearance requirements in Section C of this Code shall not apply
to:
1. Purchases or sales which are non-volitional on the part of either the
access person or the Trust.
2. Purchases which are part of an automatic dividend reinvestment plan.
3. 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.
4. Purchases or sales by a disinterested trustee or a member of his or
her immediate family, unless such trustee, at the time of the
transaction, knew or, in the ordinary course of fulfilling his or her
official duties as a trustee, 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 Trust or was being
considered for purchase or sale by the Trust.
5. Purchases or sales of debt obligations issued by or on behalf of
states and municipalities and other qualifying issuers which pay
interest that is exempt from federal and/or state income tax.
E. PROHIBITED ACTIONS AND TRANSACTIONS
-----------------------------------
Notwithstanding a grant of clearance under Section C hereof, the following
actions and transactions are prohibited and will result in sanctions
including but not limited to the sanctions expressly provided for in this
Section.
1. Investment personnel and investment managers shall not acquire, for
any account in which such investment personnel or investment manager
has a beneficial ownership interest, any security in an initial public
offering.
2. Access persons shall not execute a Securities transaction on a day
during which the Trust has a pending buy or sell order in that same
Security or an equivalent Security until that order is executed or
withdrawn, unless when buying or selling such Security he receives a
price which is no better than the price received by the Trust. An
access person shall disgorge any profits realized on trades within
such period except as provided in the preceding sentence. This
prohibition does not apply to disinterested trustees and their
immediate families, unless such trustee, at the time of the
transaction, knew or, in the ordinary course of fulfilling his or her
official duties as a trustee, should have known that the Trust had a
pending buy or sell order in that same security or an equivalent
security.
3. Investment personnel and investment managers shall not buy or sell a
Security on a day when the Trust trades in that Security or an
equivalent Security unless when buying or selling such Security he
receives a price which is no better than the price received by the
Trust. An investment manager shall disgorge any profits realized on
trades within such period except as provided in the preceding
sentence.
4. Investment personnel and investment managers shall not accept from any
person or entity that does or proposes to do business with or on
behalf of the Trust a gift or other thing of more than de minimis
value or any other form of advantage. The solicitation or giving of
such gifts by investment personnel and investment managers is also
prohibited. For purposes of this subparagraph, "de minimis" means $100
or less if received in the normal course of business.
5. Investment personnel and investment managers shall not serve on the
board of trustees of publicly traded companies, absent prior
authorization from the applicable Compliance Officer provided,
however, that any trusteeships held by such investment personnel or
investment managers as of the date of the adoption of this Code of
Ethics shall be deemed to be authorized. The Compliance Officer will
grant authorization only if it is determined that the board service
would be consistent with the interests of the Trust. In the event
board service is authorized, such individuals serving as trustees
shall be isolated from those making investment decisions through
procedures designed to safeguard against potential conflicts of
interest, such as a Chinese Wall policy or investment restrictions.
6. Investment personnel and investment managers shall not acquire a
security in a private placement, absent prior authorization from the
applicable Compliance Officer. The Compliance Officer will not grant
clearance for the acquisition of a security in a private placement if
it is determined that the investment opportunity should be reserved
for the Trust or that the opportunity to acquire the security is being
offered to the individual requesting clearance by virtue of such
individual's position with the Adviser or the Trust (as applicable).
An individual who has been granted clearance to acquire securities in
a private placement shall disclose such investment when participating
in a subsequent consideration by the Trust of an investment in the
issuer. A subsequent decision by the Trust to purchase such a security
shall be subject to independent review by investment personnel with no
personal interest in the issuer.
7. Investment personnel and investment managers shall not purchase during
the underwriting of the security any security which, due to its public
demand in relation to the amount offered, is likely to increase in
value after commencement of trading in the secondary market (i.e. "hot
issue" as defined under the Rules of the National Association of
Securities Dealers, Inc.).
8. An access person shall not execute a securities transaction while in
possession of material non-public information regarding the security
or its issuer.
9. An access person shall not execute a securities transaction which is
intended to raise, lower, or maintain the price of any security or to
create false appearance of active trading (anti-market manipulation).
10. An access person shall not execute a Securities transaction involving
the purchase or sale of a Security at a time when such access person
intends, or knows of another's intention, to purchase or sell that
Security (or an equivalent Security) on behalf of the Trust. This
prohibition would apply whether the transaction is in the same (e.g.,
two purchases) or the opposite (a purchase and sale) direction as the
transaction of the Trust.
11. An access person shall not cause or attempt to cause the Trust to
purchase, sell, or hold any security in a manner calculated to create
any personal benefit to such access person or his or her immediate
family. If an access person or his or her immediate family stands to
materially benefit from an investment decision for the Trust that the
access person is recommending or in which the access person is
participating, the access person shall disclose to the persons with
authority to make investment decisions for the Trust, any beneficial
ownership interest that the access person or his or her immediate
family has in such security or an equivalent security, or in the
issuer thereof, where the decision could create a material benefit to
the access person or his or her immediate family or the appearance of
impropriety.
12. The provisions of paragraphs 2, 3 and 10 of this Section will not
apply to the purchase or sale by an access person, who is not within
the definition of investment manager or investment personnel, of any
equity Security in an amount not exceeding 500 shares or in the case
of options, 25 contracts.
F. REPORTING
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1. Each access person, except a disinterested trustee, shall arrange for
the applicable Compliance Officer to receive directly from the
broker-dealer effecting a transaction in any Security in which such
access person has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership interest, duplicate copies of
each confirmation for each Securities transaction and periodic account
statements for each brokerage account in which such access person has
any beneficial ownership interest.
2. No later than 10 days after a person becomes an access person, such
person (except a disinterested trustee) must file a report with the
applicable Compliance Officer which contains the following
information:
o the title, number of shares and principal amount of each Security in
which such person has any direct or indirect beneficial ownership;
o the name of the broker, dealer or bank with whom such person maintains
an account in which any Securities are held for the direct or indirect
benefit of such person; and
o the date the report is submitted to the Compliance Officer.
3. In the event an access person, other than a disinterested trustee,
does not arrange for the provision of information by broker-dealers as
required in the preceding paragraph 1, the access person shall report
to the applicable Compliance Officer no later than 10 days after the
end of each calendar quarter the information described below with
respect to transactions in any Security in which such access person
has, or by reason of such transaction acquires, any direct or indirect
beneficial ownership interest in the Security; provided, however, that
an access person shall not be required to make a report with respect
to transactions effected for any account over which such access person
does not have any direct or indirect influence:
a. The date of the transaction, the title, the interest rate and
maturity date (if applicable), the number of shares and the
principal amount of the Security;
b. The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition); and
c. The price of the Security at which the transaction was effected;
d. The name of the broker, dealer or bank with or through whom the
transaction was effected.
e. The date that the report is submitted to the applicable
Compliance officer.
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 or
she has any direct or indirect beneficial ownership in the Security to
which the report relates.
With respect to any quarter in which an account was established by an
access person in which any Securities were held for the direct or
indirect benefit of the access person, such report must also contain
the name of the broker, dealer or bank with whom the access person
established the account and the date the account was established.
3. Each access person (except a disinterested trustee) must file a
repoannually with the Compliance Officer which contains the following
information:
o the title, number of shares and principal amount of each Security in
which such person has any direct or indirect beneficial ownership;
o the name of the broker, dealer or bank with whom such person maintains
an account in which any Securities are held for the direct or indirect
benefit of such person; and
o the date the report is submitted to the Compliance Officer;
This information must be current as of a date no more than 30 days before
the report is submitted.
4. A disinterested trustee need only report a transaction in a security
unless such trustee, at the time of that transaction, knew or, in the
ordinary course of fulfilling his or her official duties as a trustee,
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 Trust or was being considered for purchase or
sale by the Trust.
5. The Adviser or the Trust may, in its discretion, require an access
person to disclose in connection with a report, recommendation or
decision of such access person to purchase or sell a security any
direct or indirect beneficial ownership by such person of such
security.
G. CONFIDENTIALITY OF TRANSACTIONS AND INFORMATION
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1. Every access person shall treat as confidential information the fact
that a security is being considered for purchase or sale by the Trust
, the contents of any research report, recommendation or decision,
whether at the preliminary or final level, and the holdings of the
Trust and shall not disclose any such confidential information without
prior consent from the Compliance Officer. Notwithstanding the
foregoing, the holdings of the Trust shall not be considered
confidential after such holdings by the Trust have been disclosed in a
public report to shareholders or to the Securities and Exchange
Commission.
2. Access persons shall not disclose any such confidential information to
any person except those employees and trustees who need such
information to carry out the duties of their position with the Trust,
the Adviser, the Underwriter, or the Parent (as applicable).
H. SANCTIONS
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Upon discovering a violation of this Code, the Board of Trustees of the
Trust, the Adviser, the Underwriter or the Parent (as applicable) may
impose such sanctions as it deems appropriate, including, without
limitation, a letter of censure or suspension or termination of the
employment of the violator. All material violations of this Code and any
sanctions imposed with respect thereto shall be reported periodically to
the Board of Trustees of the Trust and the Board of Directors of the
Adviser, the Underwriter and the Parent, as applicable.
I. CERTIFICATION OF COMPLIANCE
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Each access person, except a disinterested trustee, shall annually certify
that he or she has read and understands this Code and recognizes that he or
she is subject hereto.
J. ADMINISTRATION OF CODE OF ETHICS
--------------------------------
On an annual basis, the Trust, the Adviser and the Underwriter shall
provide to the Trust's Board of Trustees a written report that:
1. describes any issues arising under the Code or procedures since the
last report to the Board, including, but not limited to, information
about material violations of the Code or procedures and sanctions
imposed in response to any material violations; and
2. certifies that the Trust, the Adviser and the Underwriter, as
applicable, have adopted procedures reasonably necessary to prevent
access persons from violating this Code.
K. AMENDMENTS
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The Board of Trustees of the Trust must approve any material changes to
this Code no later than six months after the adoption of any material
change.
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APPENDIX A TO THE CODE OF ETHICS
"BENEFICIAL OWNERSHIP"
For purposes of this Code, "beneficial ownership" is 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 and the rules
and regulations thereunder, except that the determination of direct or indirect
beneficial ownership applies to all securities which an access person has or
acquires. The Trust, the Adviser, the Underwriter and the Parent will interpret
beneficial ownership in a broad sense, provided, however, that no access person
will be deemed to have beneficial interest in any limited partnership or other
investment pool for which the Adviser or an investment manager of the Adviser or
the Underwriter provides investment management services or any qualified
retirement plan sponsored by the Adviser, the Underwriter, the Parent or their
affiliates.
The existence of beneficial ownership is clear in certain situations, such as:
securities held in street name by brokers for an access person's account, bearer
securities held by an access person, securities held by custodians, pledged
securities, and securities held by relatives or others for an access person. An
access person is also considered the beneficial owner of securities held by
certain family members. The SEC has indicated that an individual is considered
the beneficial owner of securities owned by such individual's immediate family.
The relative's ownership of the securities may be direct (i.e., in the name of
the relative) or indirect.
An access person is deemed to have beneficial ownership of securities owned by a
trust of which the access person is the settlor, trustee or beneficiary and
securities owned by an estate of which the access person is the executor or
administrator, legatee or beneficiary.
An access person must comply with the provisions of this Code with respect to
all securities in which such access person has a beneficial ownership interest
with the exceptions noted above. If an access person is in doubt as to whether
she or he has a beneficial ownership interest in a security, the access person
should report the ownership interest to the applicable Compliance Officer. An
access person may disclaim beneficial ownership as to any security on required
reports.
