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Exhibit No. 15(b)
CODE OF ETHICS
INCLUDING A STATEMENT OF POLICIES AND PROCEDURES REGARDING
CONFIDENTIAL INFORMATION AND CONFLICTS OF INTEREST
For Access Persons of
ICAP FUNDS, INC.
and
INSTITUTIONAL CAPITAL CORPORATION
Restated Effective as of September 30, 1998 and amended March 1, 2000
I. DEFINITIONS
A. "Act" means the Investment Company Act of 1940, as amended.
B. "Advisers Act" means the Investment Advisers Act of 1940, as
amended.
C. "Fund" means ICAP Funds, Inc.
D. "ICAP" means Institutional Capital Corporation.
E. "Access person" means ICAP, any director, officer or advisory
person of ICAP or any director, officer or advisory person of
the Fund.
F. "Candidate List" includes those securities under active
consideration for purchase by ICAP for the Fund or any client.
G. "Advisory person" means: (i) any employee of the Fund or of
ICAP; and (ii) any natural person in a control relationship to
the Fund or ICAP who obtains information concerning
recommendations made to the Fund with regard to the purchase
or sale of a security on ICAP's Candidate List.
H. A security is "being considered for purchase or sale" when:
(i) a recommendation to purchase or sell a security has been
made and communicated; (ii) the security appears on ICAP's
Candidate List; or (iii) with respect to the person making the
recommendation, when such person seriously considers making
such a recommendation.
I. "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. As a general matter,
"beneficial ownership" will be attributed to an access person
in all instances where the person (i) possesses the ability to
purchase or sell the security (or the ability to direct the
disposition of the security); (ii) possesses the voting power
(including the power to vote or to direct the
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voting) over such security; or (iii) receives any benefits
substantially equivalent to those of ownership.
Although the following is not an exhaustive list, a person
generally would be regarded to be the beneficial owner of the
following:
(i) securities held in the person's own name;
(ii) securities held with another in joint
tenancy, as tenants in common, or in other
joint ownership arrangements;
(iii) securities held by a bank or broker as a
nominee or custodian on such persons' behalf
or pledged as collateral for a loan;
(iv) securities held by members of the person's
immediate family sharing the same household
if the person is a custodian, guardian or
otherwise has controlling influence over the
purchase, sale, or voting of such securities
("immediate family" means any child,
stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law, including
adoptive relationships);
(v) securities held by a relative not residing
in the person's home if the person is a
custodian, guardian, or otherwise has
controlling influence over the purchase,
sale, or voting of such securities;
(vi) securities held by a trust for which the
person serves as a trustee and in which the
person has a pecuniary interest (including
pecuniary interests by virtue of performance
fees and by virtue of holdings by the
person's immediate family);
(vii) securities held by a trust in which the
person is a beneficiary and has or shares
the power to make purchase or sale
decisions;
(viii) securities held by a general partnership or
limited partnership in which the person is a
general partner; and
(ix) securities owned by a corporation which is
directly or indirectly controlled by, or
under common control with, such person.
Any uncertainty as to whether an access person beneficially
owns a security should be brought to the attention of ICAP's
Compliance Officer or the Assistant Compliance Officer. Such
questions will be resolved in accordance with, and this
definition is subject to, the definition of "beneficial owner"
found in Rules 16a-1(a)(2) and (5) promulgated under the
Securities Exchange Act of 1934.
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J. "Control" shall be interpreted as it would be in Section
2(a)(9) of the Act. As a general matter, "control" means the
power to exercise a controlling influence. The "power to
exercise a controlling influence" is intended to include
situations where there is less than absolute and complete
domination and includes not only the active exercise of power,
but also the latent existence of power. Anyone who
beneficially owns, either directly or through one or more
controlled entities, more than 25% of the voting securities of
an entity shall be presumed to control such entity.
K. "Disinterested director" means (i) a director of the Fund who
is not an "interested person" of the Fund within the meaning
of Section 2(a)(19) of the Act and (ii) a director of ICAP who
is not an employee of ICAP.
L. "Limited offering" means an offering of securities to a
limited number of purchasers. Such offerings are ordinarily
made pursuant to a private offering memorandum or similar
document, although they need not be, and are exempt from the
registration requirements of the federal securities laws.
M. "Purchase or sale of a security" includes, among other things,
the writing of an option to purchase or sell a security.
N. "Security" shall have the meaning set forth in Section
2(a)(36) of the Act and shall include: common stocks,
preferred stocks, debt securities; options on and warrants to
purchase common stocks, preferred stocks or debt securities;
shares of closed-end investment companies, futures,
commodities and Related Securities. "Related Securities" are
instruments and securities that are related to, but not the
same as, a security. For example, a Related Security may be
convertible into a security, or give its holder the right to
purchase the security. The term "Security" also includes
private investments, including oil and gas ventures, real
estate syndicates and other investments which are not publicly
traded. It shall not include shares of registered open-end
investment companies, direct obligations of the Government of
the United States, high quality short-term debt instruments,
bankers' acceptances, bank certificates of deposit, commercial
paper, and such other money market instruments as designated
by the Fund's Board of Directors.
II. FIDUCIARY PRINCIPLES
Incorporated within this Code of Ethics is a Statement of Policies and
Procedures Regarding Confidential Information and Conflicts of Interest
(the "Statement"). Failure to observe the policies and procedures
outlined in the Statement and/or the Code could result in the
imposition of sanctions (including dismissal) and could constitute a
criminal act in violation of, among other, federal and/or state
securities laws.
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A. The Statement
ICAP seeks to foster a reputation for integrity and
professionalism. That reputation is a vital business asset.
The confidence and trust placed in ICAP by our clients is
something we value and must endeavor to protect. Any breach of
that confidence or trust could have a disastrous, long-term
effect on ICAP's client relationships.
In the course of their employment with ICAP, employees will
have access to confidential information concerning ICAP, its
clients and various other matters. The proper treatment of
such information is a key aspect of preserving ICAP's
integrity. Accordingly, employees shall not disclose, directly
or indirectly, confidential information to anyone other than
employees and agents of ICAP who need such information to
discharge their duties.
As far as investments and investment opportunities are
concerned, employees should remember that their first
obligation is to the client. To meet this obligation, ICAP
must ensure that all advice rendered by employees is free from
any conflict of interest. Therefore, no employee shall engage
in any activity which may in any way jeopardize his or her
ability to render impartial and disinterested investment
counseling. This includes scrupulously avoiding any
affiliation which may influence or even appear to influence
the employee's ability to treat each client in an unbiased
manner.
ICAP's business depends, in part, on investor confidence in
the fairness and integrity of the securities markets. The
problem of insider trading poses a serious threat to that
confidence. While there is no precise statutory definition of
insider trading, the term is generally understood to mean
participating in a decision to buy, sell or tender securities
while in possession of material nonpublic information.
Material nonpublic information is any information (i) that is
not generally available and (ii) which would be important to
an investor in making a decision to buy, sell, or tender a
security.
The prohibition against trading on material nonpublic
information extends to any situation where an employee
participates in a decision to buy, sell or tender securities
based on material nonpublic information that they acquire from
an issuer or its representatives prior to the information
being made available to the public. An employee participates
in a decision to buy, sell or tender securities if he or she
influences or controls the decision. Thus, this policy would
apply to transactions in which an employee exercises
investment discretion or influence even though he or she does
not own the securities (such as accounts for which the
employee serves as an advisor or fiduciary). Specifically, the
policy against insider trading would prohibit ICAP employees
from "tipping" clients, friends, family or third parties based
on their knowledge of material nonpublic information. As used
herein, "Trading" includes any securities transactions in
which an employee participated, exerted influence, "tipped" or
was tipped by
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others. Employees are absolutely prohibited from engaging in
any activities that would fall within the above description of
insider trading.
In the event an employee receives material nonpublic
information regarding an issuer, the employee must immediately
notify the Compliance Officer or the Assistant Compliance
Officer who will place the issuer's securities on a Restricted
List. Employees are prohibited from trading in the securities
of issuers placed on the Restricted List.
B. General Fiduciary Principles
In addition to the specific principles enunciated in this Code
and the Statement, all access persons shall be governed by the
following general fiduciary principles:
(i) The duty at all times to place the interests of Fund
shareholders and clients of ICAP above all others.
Access persons must scrupulously avoid serving their
own personal interests ahead of the interests of
ICAP's clients.
(ii) The requirement that all personal securities
transactions be conducted consistent with the Code
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
(iii) The fundamental standard that no access person should
take inappropriate advantage of their position with
the Fund or ICAP.
(iv) Information as to what securities ICAP has
recommended or will recommend is to be held in
strictest confidence.
III. POLICY ON SECURITY OWNERSHIP
In addition to the prohibitions contained in Section IV below, it is
the general policy of the Fund and ICAP that no access person shall
have any direct or indirect beneficial ownership of any security which
is also owned by the Fund or ICAP's clients. Upon the discovery by ICAP
or any access person that an access person has a direct or indirect
beneficial ownership of a security which is also owned by the Fund or
ICAP's clients, such access person shall promptly report such fact to
ICAP's Compliance Officer or Assistant Compliance Officer, and may be
required to divest himself or herself of such ownership if the
Compliance Officer or Assistant Compliance Officer determines that any
significant conflict of interest or potential conflict of interest
exists as a result of such ownership. This policy shall not apply to
disinterested directors.
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IV. PROHIBITED ACTIVITIES - DISINTERESTED DIRECTORS
No disinterested director shall purchase or sell a security if such
disinterested director knew or, in the ordinary course fulfilling his
or her official duties as a director, should have known that, during
the 15-day period immediately before or after the date of the
transaction by the disinterested director, such security was: (i)
purchased or sold by the Fund or ICAP on behalf of its clients; (ii)
being considered by the Fund or ICAP on behalf of its clients for
purchase or sale; or (iii) on ICAP's Candidate List.
V. PROHIBITED ACTIVITIES - ALL OTHERS
A. No access person shall purchase or sell, directly or
indirectly, any security in which he or she has, or by reason
of such transaction acquires, any direct or indirect
beneficial ownership if such security is owned by the Fund,
any client of ICAP, is on ICAP's Candidate List, or is
otherwise being considered for purchase by ICAP on behalf of
its clients. ICAP employees are responsible for ascertaining
the securities listed from time to time on the Candidate List
which, if the employee does not have a copy, is always
available in the trading room.
B. An access person may sell a previously held position in a
security which is being considered for purchase or is on the
Candidate List until ICAP purchases such security for a client
or the Fund. At the time ICAP purchases such securities and so
long as ICAP holds such securities for a client or the Fund,
the access person must refrain from selling such securities
until all positions in such issuer's securities are
liquidated, except with the prior written approval of the
Compliance Officer or the Assistant Compliance Officer.
C. No access person shall acquire any securities in an initial
public offering.
D. No access person shall engage in (i) any short sale
transaction, or (ii) any transaction in an option, future or
an option on a future in which ICAP actively deals except with
the prior written approval of the Compliance Officer or the
Assistant Compliance Officer.
E. No access person shall acquire securities in a Limited
offering, without prior approval from ICAP's Compliance
Officer or Assistant Compliance Officer. In determining
whether approval should be granted, the Compliance Officer or
Assistant Compliance Officer should consider:
(i) whether the investment opportunity should be reserved
for the Fund or clients of ICAP; and
(ii) whether the opportunity is being offered to an
individual by virtue of his or her position with the
Fund, ICAP or ICAP's advisory relationship with any
client.
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ICAP's Compliance Officer must maintain a record of any
decision, and the reasons supporting the decision, to approve
the acquisition by an access person for at least five years
after the end of the fiscal year in which the approval is
granted. In the event approval is granted, the access person
must disclose the investment when he or she plays a material
role in a client's or the Fund's, subsequent consideration of
an investment in the issuer. In such circumstances, the
decision to purchase securities of the issuer will be subject
to an independent review by investment personnel with no
personal interest in the issuer.
F. No access person shall receive any gift or other thing of more
than de minimis value from any person or entity that does
business with or on behalf of the Fund or any client of ICAP.
On occasion, an access person may be offered, or may receive
without notice, gifts from clients, brokers, vendors, or other
persons not affiliated with such entities, including companies
that ICAP on behalf of its clients may be invested in or may
be considering making an investment in. Acceptance of
extraordinary or extravagant gifts is not permissible.
G. No access person shall serve on the board of directors of a
publicly traded company without prior authorization from
ICAP's Board of Directors and the Fund's Board of Directors
based upon a determination that the board service would be
consistent with the interests of the Fund and clients of ICAP.
In the event the board service is authorized, access persons
serving as directors must be isolated from those making
investment decisions through a "Chinese wall."
VI. EXEMPTED TRANSACTIONS
The prohibitions of Sections IV and V shall not apply to:
A. Purchases or sales effected in any account over which an
access person has no direct or indirect influence or control
(e.g., a blind trust);
B. Purchases or sales of securities which are not eligible for
purchase or sale by ICAP's client accounts or the Fund;
C. Purchases or sales which are non-volitional on the part of
either the access person, the Fund or ICAP's client accounts;
D. Purchases which are part of an automatic dividend reinvestment
plan;
E. 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
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F. Purchases or sales which receive the prior approval of ICAP's
Compliance Officer or Assistant Compliance Officer because (i)
they are only remotely potentially harmful to the Fund and
ICAP's clients; (ii) they would be very unlikely to affect a
highly institutional market; or (iii) they clearly are not
related economically to securities to be purchased, sold or
held by the Fund or ICAP's clients.
VII. REPORTING - DISINTERESTED DIRECTORS
A disinterested director shall report quarterly to Sunstone Financial
Group, Inc. ("Sunstone") or ICAP's Compliance Officer even if such
director has no securities transactions to report for the reporting
period.
Such report shall be in the form described in Section VIII(E) and may
contain the statement that the report shall not be construed as an
admission that the director has any direct or indirect beneficial
ownership in the security to which the report relates.
A disinterested director need only report a transaction in a security
if such director, knew or, in the ordinary course of fulfilling his or
her official duties as a disinterested director, should have known
that, during the 15-day period immediately before or after the date of
the transaction by the disinterested director, such security was: (i)
purchased or sold by the Fund or ICAP on behalf of its clients; (ii)
being considered by the Fund or ICAP on behalf of its clients for
purchase or sale; or (iii) on ICAP's Candidate List.
VIII. REPORTING - ALL OTHERS
A. All securities transactions in which an access person has a
direct or indirect beneficial ownership interest will be
monitored by Sunstone and ICAP's Compliance Officer. To
facilitate Sunstone's monitoring, ICAP's Compliance Officer
shall inform Sunstone on a timely basis of any changes in
ICAP's Candidate List.
B. ICAP's Compliance Officer shall report his or her personal
securities transactions in accordance with this Section VIII
and shall also report such transactions directly to the
Assistant Compliance Officer who shall additionally monitor
such transactions.
C. Every access person shall report to Sunstone and ICAP's
Compliance Officer the information described in Section
VIII(E) 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.
D. Every access person shall report quarterly to Sunstone and
ICAP's Compliance Officer even if such access person has no
securities transactions to report for the reporting period.
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E. Every report required to be made by Sections VII and VIII
shall be made not later than ten (10) days after the end of
the calendar quarter in which the transaction to which the
report relates and shall contain the following information:
(i) The date of the transaction, the title, the interest
rate and maturity date (if applicable), the number of
shares, and the principal amount of each security
involved;
(ii) The nature of the transaction (i.e., purchase, sale
or any other type of acquisition or disposition);
(iii) The price of the security at which the transaction
was effected; and
(iv) The name of the broker, dealer or bank with or
through whom the transaction was effected.
The determination date for timely compliance is the date the
report is received by Sunstone and ICAP's Compliance Officer,
which date must be recorded on the report.
F. Any report filed pursuant to Section VIII(E) of 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. In addition to the above reporting requirements, every access
person shall direct his or her brokers to supply to Sunstone
and ICAP's Compliance Officer, on a timely basis, duplicate
copies of all personal securities transactions and copies of
periodic statements for all securities accounts in which such
access person has a beneficial ownership interest. Attached
hereto as Appendix 1 is a form letter that may be used to
request such documents from the respective broker, dealer, or
bank. It is the responsibility of the access person to make
sure that his or her broker does in fact send ICAP and
Sunstone the duplicate confirmations and the duplicate
statements. These forms, confirmations and statements will be
maintained in strictest confidence in the respective files of
ICAP and Sunstone.
H. In addition to the above reporting requirements, every access
person shall disclose to ICAP's Compliance Officer and
Sunstone all personal securities holdings within ten (10) days
of such person's commencement of employment, such disclosures
shall be made on the form attached hereto at Appendix 2.
Shortly after becoming an access person, such person must meet
with the Compliance Officer to review the obligations imposed
by the Statement and this Code of Ethics. Each such access
person shall then sign an acknowledgment, attached hereto as
Appendix 3, to affirm that they have reviewed the Statement
and this Code of Ethics.
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I. In addition to the above reporting requirements, every access
person shall disclose to ICAP's Compliance Officer and
Sunstone all personal securities holdings in an annual report
which reflects such person's securities holdings as of June
30th. Such disclosures must be made on the form attached
hereto as Appendix 4 and received by the Compliance Officer
and Sunstone no later than July 31st of each year.
IX. COMPLIANCE WITH THE CODE OF ETHICS
A. All access persons shall certify annually in the form attached
hereto as Appendix 5 that:
(i) They have read and understand the Code of Ethics and
recognize that they are subject thereto; and
(ii) 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. Sunstone, in conjunction with ICAP's Compliance Officer and
the Fund's legal counsel, shall include a report in the Fund's
Board of Directors quarterly materials and ICAP shall include
a report in its Board of Directors quarterly materials which
shall:
(i) Identify any violations during the previous quarter
or state that no violations occurred during the
previous quarter; and
(ii) Identify any recommended changes in existing
restrictions or procedures based upon the Fund's
experience under its Code of Ethics, evolving
industry practices, or developments in laws or
regulations.
C. The quarterly reports shall be summarized in an annual report
to the Fund's Board of Directors and shall include a
certification from the Fund and ICAP stating that the
respective entity has adopted procedures reasonably necessary
to prevent its access persons from violating this Statement
and Code of Ethics.
X. SANCTIONS
Upon discovering a violation or potential violation of this Statement
or Code of Ethics, the Compliance Officer or Assistant Compliance
Officer will conduct an inquiry into the circumstances and, if
appropriate, will report such violation or potential violation to the
Board of Directors of ICAP and the Fund. Technical compliance with the
Code's procedures will not automatically insulate from scrutiny any
trades that indicate an abuse
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of fiduciary duties. Each Board of Directors 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. Each Board of Directors will be promptly informed of any
serious violations of this Code of Ethics or the Statement.
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Appendix 1
FORM OF LETTER TO BROKER, DEALER OR BANK
<Date>
<Broker Name and Address>
Subject: Account #
--------------------------
Dear :
-------------------------------
Institutional Capital Corporation ("ICAP"), my employer, is a
registered investment adviser. You are requested to send duplicate confirmations
of individual transactions as well as duplicate periodic statements for the
above-referenced account to ICAP and Sunstone Financial Group, Inc. Please
address the confirmations and statements directly to:
<TABLE>
<S> <C>
General Counsel Compliance Officer
Sunstone Financial Group, Inc. Institutional Capital Corporation
207 E. Buffalo Street, Suite 400 225 W. Wacker Drive, Suite 2400
Milwaukee, WI 53202 Chicago, IL 60606
</TABLE>
Your cooperation is most appreciated. If you have any questions
regarding these requests, please contact me or Mr. Donald Niemann of ICAP at
(312) 424-9100.
Sincerely,
<Name of Access Person>
cc: Mr. Donald Niemann
<PAGE>
Appendix 2
PERSONAL SECURITIES HOLDINGS - INITIAL
In accordance with Section VIII(H) of the Code of Ethics, please
provide a list of all securities in which you have a beneficial interest.
<TABLE>
<S> <C>
(1) Name of Access Person:
-------------------------
(2) If different than (1), name of the person
in whose name the account is held:
-------------------------
(3) Relationship of (2) to (1):
-------------------------
(4) Broker at which Account is maintained:
-------------------------
(5) Account Number:
-------------------------
(6) Contact person at Broker and phone number:
-------------------------
</TABLE>
(7) For each account, attach the most recent account statement listing
securities in that account. If you have a beneficial interest in securities that
are not listed in an attached account statement, list them below:
<TABLE>
<CAPTION>
Name of Security Quantity Value Custodian
---------------- -------- ----- ---------
<S> <C> <C> <C>
1.
------------------------------------------------------------------------------
2.
------------------------------------------------------------------------------
3.
------------------------------------------------------------------------------
4.
------------------------------------------------------------------------------
5.
------------------------------------------------------------------------------
(ATTACH SEPARATE SHEET IF NECESSARY)
</TABLE>
I certify that this form and the attached statements (if any) include
all of the securities in which I have a beneficial interest.
------------------------------
Access Person Signature
Dated:
------------------------- ------------------------------
Print Name
Date of commencement of employment:
---------------------------------------------
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Appendix 3
ACKNOWLEDGMENT OF RECEIPT OF STATEMENT AND CODE OF ETHICS
I acknowledge that I have received and understand the Statement and
Code of Ethics dated September 30,1998 and amended March 1, 2000 and represent:
1. In accordance with the Code of Ethics, I will report all securities
transactions in which I have a beneficial interest and which are required to be
reported.
2. I will comply with the Statement and Code of Ethics in all other
respects.
---------------------------------
Signature
----------------------------------
Print Name
Dated:
------------------------
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Appendix 4
PERSONAL SECURITIES HOLDINGS - ANNUAL
In accordance with Section VIII(I) of the Code of Ethics, please
provide a list of all securities in which you have a beneficial interest as of
June 30th.
<TABLE>
<S> <C>
(1) Name of Access Person:
-------------------------
(2) If different than (1), name of the person
in whose name the account is held:
-------------------------
(3) Relationship of (2) to (1):
-------------------------
(4) Broker(s) at which Account(s) is (are) maintained:
---------------------------- -------------------------
---------------------------- -------------------------
(5) Account Number(s):
---------------------------- -------------------------
---------------------------- -------------------------
</TABLE>
(6) For each account, attach the account statement listing securities in that
account as of June 30th. If you have a beneficial interest in securities that
are not listed in an attached account statement, list them below:
<TABLE>
<CAPTION>
Name of Security Quantity Value Custodian
---------------- -------- ----- ---------
<S> <C> <C> <C>
1.
---------------------------------------------------------------------------------------------
2.
---------------------------------------------------------------------------------------------
3.
---------------------------------------------------------------------------------------------
4.
---------------------------------------------------------------------------------------------
5.
---------------------------------------------------------------------------------------------
(ATTACH SEPARATE SHEET IF NECESSARY)
</TABLE>
I certify that this form and the attached statements (if any) include
all of the securities in which I have a beneficial interest.
------------------------------
Access Person Signature
Dated:
------------------------- ------------------------------
Print Name
[This form must be received by the Compliance Officer and Sunstone no later
than July 31st.]
<PAGE>
Appendix 5
ANNUAL CERTIFICATION OF COMPLIANCE WITH
THE STATEMENT AND CODE OF ETHICS
I certify that during the past year:
1. I have reported all securities transactions which I am required to
report pursuant to the Code of Ethics.
2. I have complied with the Statement and Code of Ethics in all other
respects.
3. I have read and understand the Statement and Code of Ethics and
recognize that I am subject thereto.
---------------------------------
Signature
----------------------------------
Print Name
Dated:
------------------------
