Exhibit p(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
ACCESS PERSONS AT SOSNOFF SHERIDAN CORP. WITH RESPECT TO INDEPENDENCE ONE
SMALL CAP FUND AND INDEPENDENCE ONE EQUITY FUND (THE "FUNDS")
AS OF FEBRUARY 28, 2000
Tom Sosnoff
Scott Sheridan
David Graf
PERSON RESPONSIBLE FOR REVIEWING THE REPORTS OF
FUNDS ACCESS PERSONS AT SOSNOFF SHERIDAN CORP.
DAVID GRAF
SOSNOFF SHERIDAN CORP.
CODE OF ETHICS
(Effective as of March 1, 2000)
INTRODUCTION
The federal securities laws prohibit any person affiliated with an
investment adviser to a registered investment company, such as Sosnoff Sheridan
Corp. (hereinafter referred to as the "Firm"), to engage in any acts or
practices that would be deemed to defraud such registered investment company or
to be a manipulative practice with respect to such investment company. This
prohibition is applicable in connection with the purchase of a security to be
acquired by or the sale of a security held by such registered investment
company. In addition, such laws contain the general securities law anti-fraud
language which prohibits making to such registered investment company any untrue
statement of a material fact or omitting to state to such registered investment
company a material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading. These
anti-fraud regulations require that affiliates of an investment adviser to a
registered investment company protect the interests of the registered investment
company and refrain from using any information derived from advisory duties
performed for the registered investment company for their own personal benefit
or in any manner that could be detrimental to such registered investment
company.
It is expected that all officers, directors and employees of the Firm will
observe the highest possible standards of ethics and will so conduct their
personal affairs to avoid any conflict, or appearance of conflict, with their
duties for the Firm. This standard of conduct applies to your dealing with all
clients of the Firm. In any situation where the potential for conflict exists,
transactions for clients must take precedence over personal transactions.
Recommendations to clients made, or under consideration, are confidential. In
addition, the Firm's officers, directors and employees must not use, or appear
to use, their position as such to obtain any personal benefit from brokers or
others seeking to do business with the Firm or any Firm client, which includes
registered investment companies. Should any situation arise not specifically
governed by this Code of Ethics, the general principles stated in this and the
above paragraph shall govern the resolution of the matter.
Rules set forth herein are applicable to all officers, directors and
employees of the Firm who are in a position to obtain information concerning
securities recommendations being considered or made by the Firm prior to the
effective dissemination of such recommendations.
All rules apply to transactions in such person's own accounts and in
accounts which such person "beneficially owns." A person is deemed to
"beneficially own" accounts from which he or she derives economic benefit,
including accounts of his or her spouse, minor children, family members sharing
such person's home, and all other accounts over which such person exercises
investment discretion or control, such as accounts for which he or she is a
trustee, custodian or guardian.
A violation of the Code of Ethics may result in civil or criminal
liability, or both, under the federal securities laws. In addition, any
transaction which is considered to have been improper, or which appears improper
in light of subsequent developments even though proper when made, is subject to
reversal. The Firm must also report these violations to the registered
investment companies that it advises. Willful violation of this Code of Ethics
may be cause for termination of employment.
Questions regarding this Code of Ethics, including questions concerning
particular personal transactions, should be directed to David Graf.
This Code of Ethics must be read by each officer, director and employee of
the Firm and any other individuals covered hereby, acknowledged and returned to
David Graf. A duplicate copy is attached and should be retained for reference.
GENERAL POLICY - PERSONAL SECURITIES TRANSACTIONS
Generally, no purchase or sale by an officer, director or employee of the
Firm or other person covered by this Code of Ethics will normally be allowed of
a security under "active consideration" for purchase or sale for the account of
any clients of the Firm. A security is under "active consideration" when it is
being considered by a security analyst/investment counselor for possible
purchase or sale within a period of ten business days for a client account.
However, a security will not be considered to be under "active consideration"
solely because (1) it is included in a general portfolio constructed for a
client of the Firm or (2) it is a security that the Firm has in a number of
client portfolios and would be purchased if the Firm obtained a new client or
additional funds with respect to an existing client; provided however that such
a security would be deemed to be under active consideration if the Firm had a
strong belief that it would receive within the next ten business days additional
funds to invest from a new or existing client and such investment would include
such security. Similarly, client securities would be deemed to be under active
consideration for sale if the firm has a strong belief a client will withdraw
funds in the next ten business days and such a withdrawal would result in such
securities being sold. A security ceases to be under active consideration
immediately upon being purchased for or sold by all client accounts for which
the Firm believes such purchase or sale is then appropriate.
Securities are not deemed to be under active consideration merely because
the Firm would consider buying a security for or selling a security from client
accounts upon a significant change in the price of the security or the happening
of other extrinsic factors with respect to the security beyond the Firm's
control. The Firm, while not favoring a rapid turnover of securities in clients'
portfolios, does purchase and sell securities on less than ten business days
consideration as a result of changes in market price for the security, changes
in the financial information with respect to the applicable issuer or other
extrinsic facts. Therefore, the fact that a security has been purchased or sold
by a client account does not necessarily imply that the security was under
active consideration by the Firm or any analyst at the Firm for the entire
preceding ten business days. Additionally, the Firm purchases or sells
securities at the direction of clients or as a result of the investment or
withdrawal of client funds. Instances where a member of the Firm trades in a
security in the ten business day period prior to a trade in the same security
and in the same direction for a client account will be reviewed by the Firm on a
case by case basis to determine whether a violation of Firm policy has occurred.
No purchase or sale by an officer, director or employee of the Firm or
other person covered by this Code of Ethics of an option relating to any stock
under "active consideration" is permitted. The term security (as used throughout
this Code of Ethics) includes any security convertible into such security.
Purchases or sales of securities by an officer, director, employee of the Firm
or other person covered by this Code of Ethics shall hereinafter be referred to
as "personal securities transactions."
PRE-CLEARANCE REQUIREMENT
All personal securities transactions must be cleared in advance, as
provided below, and executed within two business days after such clearance.
Duplicate copies of all confirmation statements for personal securities
transactions subject to the pre-clearance requirement shall be sent to the Firm,
Attention: David Graf.
All personal securities transactions must be cleared with David Graf or
other person designated by Mr. Graf ("Designee"). Mr. Graf will, upon the
receipt of a request for clearance of a purchase or sale of a security,
determine whether such security is under active consideration as defined above.
Persons engaging in securities transactions must keep a personal record of the
person pre-clearing each transaction, the date of such pre-clearance and the
time and nature of such transaction.
EXEMPTIONS TO PRE-CLEARANCE REQUIREMENTS
PRE-CLEARANCE REQUIREMENTS DO NOT APPLY TO TRANSACTIONS IN (I) UNITED
STATES GOVERNMENT SECURITIES, (II) SHARES OF OPEN-END INVESTMENT COMPANIES, I.E.
MUTUAL FUNDS, (III) BANKERS' ACCEPTANCE, BANK CERTIFICATE OF DEPOSIT, SHORT-TERM
COMMERCIAL PAPER AND HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS ("HIGH GRADE
SHORT-TERM DEBT") OR (IV) STOCK INDEX FUTURES CONTRACTS (SUCH AS THE S & P
500 STOCK INDEX), CALL OR PUT OPTIONS IN ANY STOCK INDEX FUTURES CONTRACT, PUTS
AND CALLS WITH RESPECT TO STOCK INDEXES AND OTHER STOCK INDEX BASED SECURITIES,
INCLUDING SECURITIES BASED ON FOREIGN STOCK INDEXES ("STOCK INDEX SECURITIES")
AND (V) ANY OTHER BONA FIDE MARKET MAKER TRANSACTION.
ADDITIONAL PROHIBITIONS
"Hot new issues" -- Persons subject to this Code of Ethics may not
purchase on the initial underwriting new issues of securities for which the
demand exceeds the supply.
Other public offerings -- Generally, persons subject to the Code of Ethics
will be prohibited from purchasing securities in other initial public offerings.
Anyone wishing to purchase securities in an initial public offering must submit
a detailed written justification for such purchase. Any request to purchase in
an initial public offering that is not a "hot new issue" must include evidence
that the issuer is an entity in which no client is likely to invest during the
24 months following such initial public offering.
Persons subject to this Code of Ethics may not purchase or hold, at any
time, any security or other interest in any privately owned broker or dealer in
securities. In addition, no person will be allowed to own more than 1% of any
publicly traded broker or dealer in securities.
Trading on "inside information" of any sort, whether obtained in the
course of research activities, through a client relationship, or otherwise, is
prohibited. This includes trading in a security with respect to which either the
Firm or the person subject to this Code of Ethics who is trading, has inside
information. The Firm has a separate statement of policy regarding insider
trading. All officers, directors and employees of the Firm are subject to and
must read the Firm's insider trading policy.
Affiliation with investment clubs is prohibited.
Trading on rumors (for the Firm or a personal account) is prohibited.
Excessive trading in and out or short-term trading (for the Firm or a
personal account) is prohibited.
The purchase of securities in private placements of securities is
prohibited absent (i) prior written approval and (ii) evidence that the issuer
is an entity in which no client has invested during the prior 24 months and
which no client is likely to invest during the following 24 months.
Investment personnel of the Firm are prohibited from serving on the board
of directors of publicly traded companies absent prior written authorization
based upon a determination that board service would be consistent with the
interests of all the Firm's clients.
Investment personnel of the Firm are prohibited from receiving any gift or
other thing of more than DE MINIMIS value (more than $50.00 in value in any
year) from any person or entity that does business with, or on behalf of, any
registered investment company or other Firm client for which the Firm acts as an
investment adviser.
REPORTING
QUARTERLY REPORTS
All personal securities transactions must be reported to Mr. Graf or a
Designee quarterly, based upon the following schedule:
First quarter -- April 10th1 Second quarter -- July 10th* Third
quarter -- October 10th* Fourth quarter -- January 10th*
Each report shall be in the form of the Quarterly Securities Report (the
"Report") attached to this Code of Ethics, and must be received by Mr. Graf or a
Designee by the date indicated. (Reports given to a Designee will be reviewed
and initialed by Mr. Graf or Tom Sosnoff.) A Report must be filed for each
quarter regardless of whether any securities transactions have occurred. The
reporting person must sign the Report, which must include all transactions in
accounts which such reporting person "beneficially owns." The reporting person
may seek to disclaim beneficial ownership in a particular transaction on the
Report, stating in the Report the reason for such disclaimer. Reporting persons
are NOT required to include in the Report transactions in (i) United States
government securities (direct obligations of the United States), (ii) shares of
mutual funds or (iii) High Quality Short-Term Debt.
PLEASE NOTE THAT YOU NEED NOT COMPLETE A QUARTERLY REPORT IF YOUR BROKER TRADE
CONFIRMATIONS AND/OR ACCOUNT STATEMENTS THAT THE FIRM RECEIVES WOULD PROVIDE
DUPLICATE INFORMATION REGARDING THE RELEVANT TRANSACTIONS. PLEASE CONFIRM THE
ADEQUACY OF YOUR BROKER TRADE CONFIRMATIONS AND/OR ACCOUNT STATEMENTS WITH DAVID
GRAF.
OTHER REPORTS
Each new officer, director or employee of the Firm hereafter shall be
required to file (1) a Statement of Ownership Report, (2) a Statement of
Brokerage Accounts Report and (3) Acknowledgment of Code of Ethics upon
employment with the Firm as of the date of such employment. These reports must
be filed with Mr. Graf or a Designee in the forms attached to this Code of
Ethics. The Statement of Ownership Report is a statement of the issuer and title
of all securities owned by the employee or other persons covered by this Code of
Ethics (and the nature of such ownership). The Statement of Brokerage Accounts
Report is a statement of all brokerage accounts or other accounts holding or
capable of holding securities in which the reporting person has a beneficial
interest. The Acknowledgment of Code of Ethics is a form in which an employee
acknowledges that he or she is subject to the Code of Ethics.
Additionally, a Statement of Ownership Report, a Statement of Brokerage
Account Report and an Acknowledgment of Code of Ethics must be filed by April 30
of each year. Any new brokerage accounts or accounts holding or capable of
holding securities that a reporting person opens or acquires an interest in must
be reported on a new Statement of Brokerage Accounts Report within five (5) days
of the opening of such account or the acquisition of a beneficial interest in
such account.
121023/6320(17)/Access & Code
SOSNOFF SHERIDAN CORP.
ACKNOWLEDGMENT
OF
CODE OF ETHICS
I CERTIFY THAT I HAVE READ AND UNDERSTAND SOSNOFF SHERIDAN CORP. CODE OF
ETHICS AND I RECOGNIZE THAT I AM SUBJECT TO THE CODE. I HAVE AND WILL COMPLY IN
ALL RESPECTS WITH THE CODE'S REQUIREMENTS AND I HAVE DISCLOSED OR REPORTED ALL
PERSONAL SECURITIES TRANSACTIONS REQUIRED TO BE DISCLOSED OR REPORTED PURSUANT
TO THE CODE'S REQUIREMENTS.
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......(signature)
......----------------------------
(print name)
......____________________________
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......(date)
PLEASE RETURN ONE EXECUTED COPY OF THE CODE OF ETHICS TO DAVID GRAF. PLEASE
RETAIN THE ADDITIONAL COPY OF THE CODE FOR YOUR REFERENCE.
SOSNOFF SHERIDAN CORP.
QUARTERLY SECURITIES REPORT
Report for the Calendar Quarter, 20
-------- ---
...... Nature of Transaction
Nature of Ownership
...... (purchase, sale
(e.g., direct,
Number of Shares or other type of
Broker, Dealer owned by spouse,
Date of Issuer of Title of or Principal
acquisition or or Bank Executing owned as
TRANSACTION SECURITY SECURITY..AMOUNT OF SECURITY PRICE
----------- ------------ -------- ------------------ -----
DISPOSITION) TRANSACTION BENEFICIARY OF TRUST)
--------------------- ----------------- ---------------------
The above is a true and complete statement with respect to all transactions
which the undersigned is required to report for the quarter indicated above.
Signature
Date submitted: , 20
Name of
Reporting Person
(Please Print)
SOSNOFF SHERIDAN CORP.
STATEMENT OF OWNERSHIP REPORT
Issuer Title Number of Shares Nature of Ownership (e.g.,
of Of or Principal direct, owned by spouse,
SECURITY AMOUNT OF SECURITIES owned as BENEFICIARY OF TRUST)
SECURITY
The above is a true and complete statement of all securities which I am deemed
to beneficially own as of , 20 within the meaning of the term "beneficially own"
as used in the CODE OF ETHICS OF SOSNOFF SHERIDAN CORP.
......
......Signature
......
......
Name
......(Please print)
Date submitted: , 20
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STATEMENT OF BROKERAGE ACCOUNTS REPORT
Set forth below is a list of all accounts holding securities or capable of
holding securities in which I have a "beneficial interest" as defined in the
Firm's Code of Ethics.
......Brokerage
Relation of Firm, Bank
Account Account Owner or Other Date Account
NAME TO EMPLOYEE CUSTODIAN ACCOUNT #
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ESTABLISHED
I HEREBY CERTIFY THAT THE FOREGOING INFORMATION IS TRUE AND CORRECT TO THE BEST
OF MY KNOWLEDGE AND BELIEF. I UNDERTAKE TO SUPPLEMENT THE INFORMATION SET FORTH
IN THIS CERTIFICATE IF ANY CHANGES IN THE INFORMATION REQUESTED OCCUR.
Date submitted:
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Name:________________________________________
