CODE OF ETHICS
FOR ACCESS PERSONS OF
THE MUNDER FUNDS TRUST
THE MUNDER FUNDS, INC.
ST. CLAIR FUNDS, INC.
THE MUNDER FRAMLINGTON FUNDS TRUST
THE MUNDER @VANTAGE FUND
MUNDER CAPITAL MANAGEMENT
WORLD ASSET MANAGEMENT, L.L.C.
NOVEMBER 7, 2000
CODE OF ETHICS
TABLE OF CONTENTS
I. Introduction.............................................................1
A. General Principles...................................................1
B. Applicability........................................................1
1. General Applicability of the Code...................................1
2. Application of the Code to Non-Interested Trustees/Directors........1
3. Application of the Code to Funds Subadvised by MCM or World.........2
4. Conflicts with Other Codes..........................................2
II. Restrictions on Activities.............................................2
A. Blackout Periods for Personal Trades.................................2
1. Pending Trades....................................................2
2. Seven Day Blackout................................................2
B. Place Interests of Advisory Clients First............................2
C. Initial Public Offering and Limited Offering.........................3
D. Short-Term Trading Profits...........................................3
E. Gifts................................................................4
1. Accepting Gifts.....................................................4
2. Solicitation of Gifts...............................................4
3. Giving Gifts........................................................4
F. Service as a Director................................................4
G. Amendments and Waivers...............................................4
III. Exempt Transactions....................................................5
A. Exclusions from Definition of Covered Security.......................5
B. Trades Exempt from Certain Prohibitions..............................5
C. De Minimus Exception.................................................6
IV. Compliance Procedures..................................................6
A. Pre-clearance Requirements for Access Persons........................6
1. General Requirement.................................................6
2. Trade Authorization Requests........................................6
3. Duration of Pre-Clearance Approval..................................7
4. Execution of Trades and Commissions.................................7
B. Quarterly Reporting..................................................7
1. Brokerage Statements and Confirmations..............................7
2. Manual Reports......................................................8
3. Permitted Disclaimer................................................9
C. Quarterly Review.....................................................9
D. Initial and Annual Disclosure of Personal Holdings...................9
E. Certification of Compliance.........................................10
F. Reports to the Boards of Trustees/Directors.........................10
1. Annual Reports.....................................................10
2. Quarterly Reports..................................................10
G. Maintenance of Reports..............................................10
V. General Policies......................................................11
A. Anti-Fraud..........................................................11
B. Involvement in Criminal Matters or Investment-Related
Civil Proceedings...................................................11
VI. Sanctions.............................................................11
VII. Investment Adviser and Principal Underwriter Codes....................12
VIII. Recordkeeping.........................................................12
IX. Confidentiality.......................................................12
X. Other Laws, Rule and Statements of Policy.............................12
XI. Further Information...................................................12
Attachment A - Definitions
Attachment B - Gift Policy
Attachment C - Pre-Clearance Request Form
Attachment D - Form of Quarterly Manual Reports
Attachment E - Personal Holdings of Securities
Attachment F - Annual Certification and Questionnaire
Attachment G - Contact Persons
Attachment H - Insider Trading Policy
CODE OF ETHICS
I. INTRODUCTION
A. GENERAL PRINCIPLES
This Code of Ethics ("Code") establishes rules of conduct for
"Access Persons" (as defined in Attachment A) of The Munder Funds Trust,
The Munder Funds, Inc., St. Clair Funds, Inc., The Munder Framlington Funds
Trust, the Munder @Vantage Fund (the foregoing are collectively referred to
as the "Munder Funds"), Munder Capital Management ("MCM") and World Asset
Management, L.L.C. ("World"). The Code is designed to (i) govern the
personal securities activities of Access Persons; (ii) prevent Access
Persons from engaging in fraud; and (iii) require MCM to use reasonable
diligence and institute procedures reasonably necessary to prevent
violations of the Code. As a general matter, in connection with personal
securities transactions, Access Persons should (1) always place the
interests of Advisory Clients first; (2) ensure that all personal
securities transactions are conducted consistent with this Code and in such
a manner as to avoid any actual or potential conflict of interest or any
abuse of a Access Person's position of trust and responsibility; and (3)
not take inappropriate advantage of their positions.
B. APPLICABILITY
1. General Applicability of the Code
This Code applies to all Access Persons (as defined in
Attachment A) of the Munder Funds, MCM and World.
2. Application of the Code to Non-Interested
Trustees/Directors
This Code applies to Non-Interested Trustees/Directors. However, a
Non-Interested Trustee/Director shall not be required to comply with
Sections IV.A. and IV.B. of this Code(1) with respect to a personal
securities transaction involving a Covered Security (as defined in
Attachment A) UNLESS such Non-Interested Trustee/Director, at the time of
the personal transaction, knew, or in the ordinary course of fulfilling his
or her official duties as a trustee/director of a Munder Fund should have
known, that during the 15-day period immediately preceding the date of the
trustee/director's personal transaction in the Covered Security, a Munder
Fund purchased or sold the same Covered Security or such Covered Security
was being considered for purchase or sale by a Fund or its investment
adviser. Certain provisions of the Code do not apply to Non-Interested
Trustees/Directors solely by reason of being a trustee/director of the
Munder Funds. Specifically, the following provisions of the Code do not
apply to Non-Interested Trustees/Directors solely by reason of being a
trustee/director of the Munder Funds: (i) the reporting of initial,
quarterly and annual disclosure of personal securities holdings; (ii)
restrictions relating to black-out periods, short-term trading, investments
in limited offerings and initial public offerings; (iii) restrictions
regarding service as a director of a publicly-traded or privately held
company; and (iv) restrictions on the receipt of gifts.
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(1) Sections IV.A. and IV.B. generally relate to the requirement to
pre-clear personal trades, provide duplicate brokerage confirmations
and statements and provide quarterly transaction reports.
3. Application of the Code to Funds Subadvised by MCM or
World
This Code does not apply to the directors, officers and
general partners of funds for which MCM or World serve as a subadviser.
4. Conflicts with Other Codes
To the extent this Code conflicts with any code of ethics
or other code or policy to which an Access Person is also subject, this
Code shall control. Notwithstanding the foregoing, if the other code of
ethics is more restrictive than this Code, such other code of ethics shall
be controlling, provided that (i) the Designated Supervisory Person
determines that the other code should be controlling and (ii) notifies the
Access Person in writing of that determination.
II. RESTRICTIONS ON ACTIVITIES
A. BLACKOUT PERIODS FOR PERSONAL TRADES
1. Pending Trades
No Access Person shall purchase or sell, directly or
indirectly, any Covered Security in which he or she has, or by reason of
such transaction acquires, any direct or indirect Beneficial Ownership (as
defined in Attachment A) on a day during which an Advisory Client has a
pending "buy" or "sell" order in that same Covered Security until that
order is executed or withdrawn, unless the pending trade is an Index Trade
or the Access Person trade is a De Minimus Trade. (See Section III.C. of
the Code.)
2. Seven Day Blackout
No Portfolio Manager of an Advisory Client, or Access
Person linked to that Portfolio Manager by the Designated Supervisory
Person, shall purchase or sell, directly or indirectly, any Covered
Security in which he or she has, or by reason of such transaction acquires,
any direct or indirect Beneficial Ownership within seven (7) calendar days
before or after the Advisory Client's trades in that Covered Security is
executed, unless the Advisory Client's trade is an Index Trade or the
Access Person trade is a De Minimus Trade.
B. PLACE INTERESTS OF ADVISORY CLIENTS FIRST
No Portfolio Manager shall recommend any securities transactions
by an Advisory Client without having previously disclosed to the Designated
Supervisory Person (or his or her designee) his or her interest, if any, in
such securities or in the issuer thereof, and received approval from the
Chief Investment Officer - Equities or the Designated Supervisory Person to
effectuate the proposed trade. Disclosable interests include, but are not
limited to:
1. any direct or indirect Beneficial Ownership by the
Access Person of any securities of such issuer;
2. any contemplated transaction by such Access Person in
such securities;
3. any position with such issuer or any of its
affiliates; and
4. any present or proposed business relationship between
such issuer or its affiliates and such Access Person or any party
in which such person has a significant interest.
C. INITIAL PUBLIC OFFERING AND LIMITED OFFERING
No Access Person shall acquire directly or indirectly any
securities in an initial public offering for his or her personal account
except initial public offerings of registered investment companies. (As
noted above, this provision does not apply to Non-Interested
Trustees/Directors.)
No Access Person shall acquire directly or indirectly securities
in a "limited offering" (which are sometimes also referred to as "private
placements") except after receiving pre-clearance, as specified in Section
IV.A. hereof. In all such instances, the Access Person shall provide the
Designated Supervisory Person with full details of the proposed transaction
(including written certification that the investment opportunity did not
arise by virtue of the Access Person's activities on behalf of Client
Accounts). The Designated Supervisory Person may not approve any such
transaction unless, after consultation with other investment advisory
personnel of MCM such as its Chief Investment Officer, he or she determines
that Client Accounts have no reasonably foreseeable interest in purchasing
such securities.
For this purpose, a "limited offering" means an offering that is
exempt from registration under the Securities Act of 1933, as amended,
pursuant to Section 4(2) or 4(6) thereof, or pursuant to Regulation D
thereunder. (As noted above, this provision does not apply to
Non-Interested Trustees/Directors.) Access Persons who have been authorized
to acquire and have acquired securities in a "limited offering" must
disclose that investment to the Designated Supervisory Person and the Chief
Investment Officer - Equities prior to, and explain that the disclosure is
being made is in connection with, the Access Person's subsequent
consideration of an investment in the issuer by an Advisory Client.
D. SHORT-TERM TRADING PROFITS
No Access Person shall profit from the purchase and sale, or sale
and purchase, of the same Covered Security of which such Access Person has
a beneficial ownership within 60 calendar days. Subject to Section IV.
below, any profit so realized shall be paid over to a charitable
organization.
E. GIFTS
The provisions below on gifts only applies to all officers and
employees of MCM and World. Please see the Gift Policy (Attachment B) for
further information.
1. Accepting Gifts
On occasion, because of their position with MCM, World,
or the Munder Funds, employees may be offered, or may receive without
notice, gifts from clients, brokers, vendors or other persons not
affiliated with such entities. Acceptance of extraordinary or extravagant
gifts is not permissible. Any such gifts must be declined or returned in
order to protect the reputation and integrity of MCM, World and the Munder
Funds. Gifts of a nominal value (i.e., gifts whose reasonable value is no
more than $100 a year), customary business meals, entertainment (e.g.,
reasonable sporting events) and promotional items (e.g., pens, mugs,
T-shirts) may be accepted. If an employee receives any gift that might be
prohibited under this Code, the employee must inform the Legal Department.
2. Solicitation of Gifts
Employees and officers of MCM or World may not solicit
gifts or gratuities.
3. Giving Gifts
Employees and officers of MCM or World may not give any
gift with a value in excess of $100 per year to persons associated with
securities or financial organizations, including exchanges, other member
organizations, commodity firms, news media, or clients of the firm.
F. SERVICE AS A DIRECTOR
No Access Person shall serve on the board of directors of any
publicly traded company or privately-held company without prior
authorization from a committee comprised of MCM's General Counsel and
either the Chief Executive Officer or Chief Investment Officer - Equities
of MCM based upon a determination that such board service would be
consistent with the interests of the Advisory Clients. In instances in
which such service is authorized, the Access Person will be isolated from
making investment decisions relating to such company through the
implementation of appropriate "Chinese Wall" procedures established by the
General Counsel. This restriction does not apply to non-profit, charitable,
civic, religious, public, political, or social organizations.
G. AMENDMENTS AND WAIVERS
The limitations and restrictions specified in subsections C
through F of this Section II may be modified only by the General Counsel on
a case by case basis. Each such modification shall be documented in writing
by the Designated Supervisory Person, including in particular the basis for
the modification. If material, such modification must be approved by the
Board of Directors of the Munder Funds no later than six months after
adoption of the change.
Although exceptions to the Code will rarely, if ever, be granted,
the General Counsel of MCM may grant exceptions to the requirements of the
Code on a case-by-case basis if he or she finds that the proposed conduct
involves negligible opportunity for abuse. All material exceptions must be
in writing and must be reported to the Board of Directors of the Munder
Funds at their next regularly scheduled meeting after the exception is
granted. For purposes of this Section, an exception will be deemed to be
material if the transaction involves more than 1,000 shares or has a dollar
value in excess of $25,000.
III. EXEMPT TRANSACTIONS
A. EXCLUSIONS FROM DEFINITION OF COVERED SECURITY
For purposes of this Code, the term "Covered Security" (as defined
in Attachment A) shall not include the following:
1. securities issued or guaranteed as to principal or
interest by the Government of the United States or its
instrumentalities;
2. bankers' acceptances;
3. bank certificates of deposit;
4. commercial paper and high quality short term debt
instruments (including repurchase agreements); and
5. shares of registered open-end investment companies
(including, for example, the Munder Funds).(2)
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(2) Note that the @Vantage Fund is not an "open-end" investment company.
Accordingly, its shares are not exempt from the definition of a
security or the other restrictions under the Code, including the
pre-clearance requirements for Access Persons.
B. TRADES EXEMPT FROM CERTAIN PROHIBITIONS
The prohibitions described in Article II, paragraphs "A" (the
prohibitions on personal trading by Access Persons while there are pending
trades and during 7-day blackouts) and "D" (the 60 day prohibition on
short-term trading) shall not apply to:
1. Purchases or sales effected in any account over which
the Access Person has no direct or indirect influence or control
(for example, blind trusts or discretionary accounts where the
Access Person and the investment advisor agree in writing to abide
by these restrictions in a manner approved by the Designated
Supervisory Person);
2. Purchases or sales that are non-volitional on the part
of the Access Person or a Fund;
3. Purchases that are effected as part of an automatic
dividend reinvestment plan or an employee stock purchase plan or
program;
4. 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 the issuer, and sales
of such rights so acquired; or
5. Purchases or sales that are considered by the
Designated Supervisory Person to have a remote potential to harm
an Advisory Client because, for example, such purchases or sales
would be unlikely to affect a highly institutional market or
because such purchases or sales are clearly not related
economically to the securities held, purchased or sold by the
Advisory Client.
C. DE MINIMUS EXCEPTION
A "De Minimus Trade" is a personal trade of a common stock then
listed on the Standard & Poor's Composite Index of 500 Stocks (the "S&P
500") in a transaction involving no more than $10,000. If, however, during
any two consecutive calendar quarters, aggregate purchase or sale
transactions by the Access Person in shares of the same issuer exceed a
cumulative value of $30,000, a subsequent transaction in the issuer's
securities shall no longer be regarded as a De Minimus Trade. De Minimus
Trades are only excluded from the "Pre-Clearance" requirement of Section
IV.A. and the "Pending Trade" and "Seven Day Black Out" requirements of
Section II.A.
IV. COMPLIANCE PROCEDURES
A. PRE-CLEARANCE REQUIREMENTS FOR ACCESS PERSONS
1. General Requirement
Except for exempt transactions specified in Section III A
and III B 1 through 4, all purchases or sales (including the
writing of an option to purchase or sale) of a Covered Security in
which an Access Person (or a member of his or her Immediate
Family) has or will have a Beneficial Ownership interest must be
pre-cleared with the Designated Supervisory Person or his or her
designee.
2. Trade Authorization Requests
Prior to entering an order for a personal trade that
requires preclearance, the Access Person must complete a written
(see Attachment C) or electronic request for preclearance and must
submit the completed form to the Designated Supervisory Person (or
his or her designee). After receiving the completed Preclearance
Request Form, the Designated Supervisory Person (or his or her
designee) will (a) review the information set forth in the Form,
(b) independently confirm whether there are any pending or
unexecuted orders to purchase or sell the Covered Securities by an
Advisory Client, and (c) as soon as reasonably practicable,
determine whether to clear the proposed securities transaction. No
order for a securities transaction for which preclearance
authorization is sought may be placed prior to the receipt of
written or electronic authorization of the transaction by the
Designated Supervisory Person (or his or her designee). Verbal
approvals are not permitted. Access Persons are solely responsible
for their compliance with the Code. Pre-clearance should not be
construed as an assurance that a personal securities transaction
complies with all provisions of this Code.
3. Duration of Pre-Clearance Approval
Personal trades should be placed with a broker promptly
after receipt of the pre-clearance approval so as to minimize the
risk of potential conflict arising from a client trade in the same
security being placed after the pre-clearance is given. The
pre-clearance approval will expire at the open of business
(generally 9:00 a.m., Detroit time) on the next trading day after
which authorization is received. The Access Person is required to
renew such pre-clearance if the pre-cleared trade is not completed
before the authority expires.
4. Execution of Trades and Commissions
No personal trades may be placed or executed directly
through the institutional trading desk of a broker-dealer that
also handles any of MCM's, World's or their respective clients'
trading activity. Only normal, retail brokerage relationships
generally available to other similar members of the general public
are permitted. Commissions on personal transactions may be
negotiated, but payment of a commission rate which is lower than
the rate available to retail customers through similar
negotiations is prohibited.
B. QUARTERLY REPORTING
1. Brokerage Statements and Confirmations
Every Access person and members of his or her Immediate
Family (excluding Non-Interested Trustees/Directors and their Immediate
Family members) must arrange for the Legal Department to receive DIRECTLY
from any broker, dealer or bank that effects any securities transaction,
duplicate copies of each confirmation for each such transaction and
periodic statements for each brokerage account in which such Access Person
has a Beneficial Ownership interest. To assist in making these
arrangements, the Legal Department will send a letter to each brokerage
firm based on the information provided by the Access Person. Brokerage
confirms are not required to include any information relating to any
security that is not a Covered Security as specified in Section III.A. or a
transaction specified in Sections III.B.1 through 4. Brokerage statements
are not required to include any information relating to any security that
is not a Covered Security specified in Section III.A. For example, an
Access Person would not be required to report any information concerning an
account that is only able to effect trades in open-end mutual funds.
2. Manual Reports
To the extent an Access Person is unable to provide the
duplicate confirmations and periodic statements required by the preceding
paragraph on a timely basis, or such confirmations or periodic statements
do not include information about a transaction by which the Access Person
acquired any direct or indirect Beneficial Ownership of a Covered Security
(such as, for example, a private placement or limited offering that is not
purchased through his or her brokerage account), he or she shall, on a
quarterly basis, report to the Legal Department the information specified
in Attachment D about each such previously unreported transaction. An
Access Person is not required to submit a manual report if all reportable
transactions were included in the duplicate confirmations and periodic
statements delivered to the Legal Department.
a. Manual Reporting Deadline
An Access Person must submit any report required
by this Article IV.B. to the Designated Supervisory Person no
later than 10 days after the end of the calendar quarter in which
the transaction to which the report relates was effected.
b. Manual Report Content
A manual report must contain the following
information with respect to each previously undisclosed securities
transaction:
(1) The date of the transaction, the title,
the interest rate and the maturity date
(if applicable), the number of shares,
and the principal amount of each
Covered Security involved;
(2) The nature of the transaction (i.e.,
purchase, sale or other type of
acquisition or disposition);
(3) The price of the Covered Security at
which the transaction was effected;
(4) The name of the broker, dealer or bank
with or through which the transaction
was effected; and
(5) The date that the report is submitted
by the Access Person.
To the extent such information is not included
in the duplicate confirmations, statements, periodic reports or
other written information previously provided to the Designated
Supervisor Person, the following information must also be provided
in the manual report submitted by the Access Person with respect
to any account established in which any securities were held
during the prior calendar quarter for the direct or indirect
Beneficial Ownership interest of the Access Person:
(1) The name of the broker, dealer or bank
with whom the Access Person established
the account; and
(2) The date the account was established.
3. Permitted Disclaimer
Any report submitted to comply with the requirements of
this Section IV, may contain a statement that the report shall not be
construed as an admission by the person making such report that such person
has any direct or indirect Beneficial Ownership in the securities to which
the report relates.
C. QUARTERLY REVIEW
At least quarterly, the Designated Supervisory Person (or his or
her designee) shall review and compare the confirmations and quarterly
reports received with the written pre-clearance authorization provided.
Such review shall include:
1. Whether the securities transaction complied with this
Code;
2. Whether the securities transaction was authorized in
advance of its placement;
3. Whether the securities transaction was executed before
the expiration of any approval under the provisions of this Code;
4. Whether any Advisory Client accounts owned the
securities at the time of the securities transaction; and
5. Whether any Advisory Client accounts purchased or sold
the securities in the securities transaction within at least seven
(7) days of the securities transaction.
D. INITIAL AND ANNUAL DISCLOSURE OF PERSONAL HOLDINGS
No later than 10 days after becoming a Access Person and
thereafter on an annual calendar year basis, each Access Person shall
submit a Personal Holdings of Securities report (Attachment E) with respect
to each Covered Security, other than securities exempted from this Code in
accordance with Section III hereof, in which such Access Person had any
direct or indirect Beneficial Ownership at such time. If not previously
provided, the Access Person shall provide or ensure that reports or
duplicate copies of supporting documentation (e.g., brokerage statements or
similar documents) of securities holdings required to be reported herein
are provided to the Designated Supervisory Person.
E. CERTIFICATION OF COMPLIANCE
Each Access Person is required to certify annually that he or she
has read and understood this Code and recognizes that he or she is subject
to it. Further, each Access Person is required to certify annually that he
or she has complied with all the requirements of the Code and that he or
she has disclosed or reported all personal securities transactions required
to be disclosed or reported pursuant to the requirements of the Code. The
form of Annual Certification and Questionnaire is attached to this Code as
Attachment F.
F. REPORTS TO THE BOARDS OF TRUSTEES/DIRECTORS
1. Annual Reports
The Designated Supervisory Person shall prepare an annual
report for the Board of each Munder Fund for MCM, World, and any
sub-adviser . At a minimum, the report shall: (a) summarize the existing
Code procedures concerning personal investing and any changes in the Code
and its procedures made during the year; (b) describe any issues arising
under the Code since the last report to the Board, including, but not
limited to, information about material violations of the Code or the
Procedures, and sanctions imposed in response to the material violations;
(c) certify to the Board that the Munder Funds, MCM and World have adopted
procedures reasonably necessary to prevent Access Persons from violating
the Code; and (d) identify any recommended material changes in existing
restrictions or procedures.
2. Quarterly Reports
At each quarterly meeting of the Munder Funds' Boards,
MCM, World, and any sub-adviser of a Munder Fund shall report to the Boards
concerning:
a. Any transaction that appears to evidence a possible
violation of this Code;
b. Apparent violations of the reporting requirements of
this Code;
c. Any securities transactions that occurred during the
prior quarter that may have been inconsistent with the
provisions of the codes of ethics adopted by a Fund's
sub-adviser or principal underwriter; and
d. Any significant remedial action taken in response to
such violations described in paragraph c. above.
G. MAINTENANCE OF REPORTS
The Designated Supervisory Person shall maintain such reports and
such other records as are required by this Code.
V. GENERAL POLICIES
A. ANTI-FRAUD
It shall be a violation of this Code for any Access Person or
principal underwriter for any Advisory Client, or any affiliated person of
MCM, World, any sub-adviser to, or the principal underwriter of, any
Advisory Client in connection with the purchase or sale, directly or
indirectly, by such person of a Covered Security which, within the most
recent 15 days was held by an Advisory Client, or was considered by MCM or
World for purchase by the Advisory Client, to:
1. employ any device, scheme or artifice to defraud an
Advisory Client;
2. make to an Advisory Client any untrue statement of a
material fact or omit to state to an Advisory Client a material
fact necessary in order to make the statements made, in light of
the circumstances under which they are made, not misleading;
3. engage in any act, practice or course of business that
operates or would operate as a fraud or deceit upon an Advisory
Client; or
4. engage in any manipulative practice with respect to an
Advisory Client.
B. INVOLVEMENT IN CRIMINAL MATTERS OR INVESTMENT-RELATED
CIVIL PROCEEDINGS
Each Access Person must notify the Legal Department, as soon as
reasonably practical, if he or she is arrested, arraigned, indicted or
pleads no contest to any criminal offense (other than minor traffic
violations) or if named as a defendant in any investment-related civil
proceedings or any administrative or disciplinary action.
VI. SANCTIONS
Upon discovering that a Access Person has not complied with the
requirements of this Code, the Designated Supervisory Person shall submit
findings to the Compliance Committee. The Compliance Committee may impose
on that Access Person whatever sanctions the Compliance Committee deems
appropriate, including, among other things, the unwinding of the
transaction and the disgorgement of profits, letter of censure, suspension
or termination of employment. Any significant sanction imposed shall be
reported to the Munder Funds' Boards in accordance with Section IV.G.
above. Notwithstanding the foregoing, the Designated Supervisory Person
shall have discretion to determine, on a case-by-case basis, that no
material violation shall be deemed to have occurred. The Designated
Supervisory Person may recommend that no action be taken, including waiving
the requirement to disgorge profits under Section II.D. of this Code. A
written memorandum for any such finding shall be filed with reports made
pursuant to this Code.
VII. INVESTMENT ADVISER AND PRINCIPAL UNDERWRITER CODES
Each Munder Fund's investment adviser, sub-adviser and, if
appropriate, principal underwriter shall adopt, maintain and enforce
separate codes of ethics with respect to their personnel in compliance with
Rule 17j-1 and Rule 204-2(a)(12) of the Investment Advisers Act of 1940 or
Section 15(f) of the Securities Exchange Act of 1934, as applicable, and
shall forward to the Designated Supervisory Person and the Munder Fund's
administrator copies of such codes and all future amendments and
modifications thereto. The Munder Funds' Boards, including a majority of
Non-Interested Trustees/Directors of the Boards, must approve the Munder
Funds' Code and the code of any investment adviser, sub-adviser or
principal underwriter of a Munder Fund unless, in the case of the principal
underwriter that is not affiliated with MCM or World, it is exempt from
this approval requirement under Rule 17j-1.
VIII. RECORDKEEPING
This Code, the codes of any investment adviser, sub-adviser and
principal underwriter, a copy of each report by an Access Person, any
written report by MCM, World, any sub-adviser or the principal underwriter
and lists of all persons required to make reports shall be preserved with
MCM's records in the manner and to the extent required by Rule 17j-1.
IX. CONFIDENTIALITY
All information obtained from any Access Person hereunder shall be
kept in strict confidence, except that reports of securities transactions
hereunder may be made available to the Securities and Exchange Commission
or any other regulatory or self-regulatory organization, and may otherwise
be disclosed to the extent required by law or regulation.
X. OTHER LAWS, RULE AND STATEMENTS OF POLICY
Nothing contained in this Code shall be interpreted as relieving
any Access Person from acting in accordance with the provisions of any
applicable law, rule, or regulation or any other statement of policy or
procedures governing the conduct of such person adopted by a Munder Fund.
No exception to a provision in the Code shall be granted where such
exception would result in a violation of Rule 17j-1.
XI. FURTHER INFORMATION
If any person has any questions with regard to the applicability
of the provisions of this Code generally or with regard to any securities
transaction or transactions, such person should consult with the Designated
Supervisory Person.
Attachment A
DEFINITIONS
"Access Person" shall mean: (a) every trustee, director, officer
and general partner of the Munder Funds, MCM and World, (b) every employee
of the Munder Funds, MCM and World (and of any company in a control(3)
relationship to a Munder Fund or MCM) who, in connection with his or her
regular functions or duties, makes, participates in or obtains information
regarding the purchase or sale of Covered Securities by an Advisory Client
or whose functions relate to the making of any recommendation to an
Advisory Client regarding the purchase or sale of Covered Securities, (c)
every employee of MCM and World who obtains information concerning
recommendations made to an Advisory Client with regard to the purchase or
sale of a Covered Security prior to their dissemination, and (d) such
persons designated by the Legal Department. The term "Access Person" does
not include any person who is subject to securities transaction reporting
requirements of a code of ethics adopted by a Fund's administrator,
transfer agent or principal underwriter which contains provisions that are
substantially similar to those in this Code and which is also in compliance
with Rule 17j-1 of the 1940 Act and Section 15(f) of the Securities
Exchange Act of 1934, as applicable. Any uncertainty as to whether an
individual is an Access Person should be brought to the attention of the
Legal Department. Such questions will be resolved in accordance with, and
this definition shall be subject to, the definition of "Access Person"
found in Rule 17j-1. A person who normally assists in the preparation of
public reports or who receives public reports but who receives no
information about current recommendations or trading or who obtains
knowledge of current recommendations or trading activity once or
infrequently or inadvertently shall not be deemed to be either an Advisory
Person or a Access Person.
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(3) "Control" shall be interpreted to have the same meaning as in Section
2(a)(9) of the Investment Company Act.
"Advisory Client" means any client (including both investment
companies and managed accounts) for which MCM or World serves as an
investment adviser or subadviser, renders investment advice, makes
investment decisions or places orders through its trading department.
"Beneficial Ownership" A person is generally deemed to have
beneficial ownership of a security if the person, directly or indirectly,
through any contract, arrangement, understanding, relationship or
otherwise, has or shares a direct or indirect "pecuniary interest" in the
security. The term "pecuniary interest" generally mean the opportunity,
directly or indirectly, to profit or share in any profit derived from a
transaction in the securities. A person is refutably deemed to have an
"indirect pecuniary interest" in any securities held by members of the
person's Immediate Family. An indirect pecuniary interest also includes,
among other things: a general partner's proportionate interest in the
portfolio securities held by a general or limited partnership; a
performance-related fee, other than an asset-based fee, received by any
broker, dealer, bank, insurance company, investment company, investment
adviser, investment manager, trustee or person or entity performing a
similar function; a person's right to dividends that is separated or
separable from the underlying securities; a person's interest in securities
held by certain trusts; and a person's right to acquire equity securities
through the exercise or conversion of any derivative security, whether or
not presently exercisable, the term "derivative security" being generally
defined as any option, warrant, convertible security, stock appreciation
right, or similar right with an exercise or conversion privilege at a price
related to an equity security, or similar securities with, or value derived
from, the value of an equity security. For purposes of the Rule, a person
who is a shareholder of a corporation or similar entity is not deemed to
have a pecuniary interest in portfolio Securities held by the corporation
or entity, so long as the shareholder is not a controlling shareholder of
the corporation or the entity and does not have or share investment control
over the corporation's or the entity portfolio. The foregoing definitions
are to be interpreted by reference to Rule 16a-1(a)(2) under the Securities
Exchange Act of 1934, except that the determination of direct or indirect
beneficial ownership for purposes of this Code must be made with respect to
all securities that a Access Person has or acquires.
"Covered Security" means any note, stock, treasury stock, bond,
debenture, evidences of indebtedness (including loan participations and
assignments) certificate of interest or participation in any profit-sharing
agreement, collateral trust agreement, investment contract, voting trust
certificate, any put, call, straddle, option, or privilege on any security
or on any group or index of securities (including any interest therein or
based on the value thereof), or any put, call, straddle, option, or
privilege entered into on a national securities exchange relating to
foreign currency, or, in general any interest or instrument commonly known
as a "security," or any certificate or interest or participation in,
temporary or interim certificate for, receipt for, guarantee of, or warrant
or right to subscribe to or purchase, or derivative instrument of, any of
the foregoing, and other items mentioned in Section 2(a)(36) of the 1940
Act and not specifically exempted by Rule 17j-1. Items excluded from the
definition of "Covered Security" by Rule 17j-1 are securities issued or
guaranteed as to principal or interest by the U.S. Government or its
instrumentalities, bankers acceptances, bank certificates of deposit,
commercial paper and high quality short term debt instruments (including
repurchase agreements) and shares of registered open-end investment
companies (such as the Munder Funds other than the Munder @Vantage Fund)(4).
In addition, a Covered Security does not include futures, commodities or
options of the aforementioned, but the purchase and sale of such
instruments are nevertheless subject to the reporting requirements of the
Code.
--------
(4) Note that the @Vantage Fund is not an "open-end" investment company.
Accordingly, its shares are not exempt from the definition of a Covered
Security or the other restrictions under the Code, including the
pre-clearance requirements for Access Persons.
"De Minimus Trade" is defined in Section III.C. of the Code.
"Designated Supervisory Person" means the person designated as the
Designated Supervisory Person in Attachment G hereof.
"Immediate Family" of an Access Person means any of the following
persons who reside in the same household as the Access Person:
child grandparent son-in-law
stepchild spouse daughter-in-law
grandchild sibling brother-in-law
parent mother-in-law sister-in-law
stepparent father-in-law
Immediate Family includes adoptive relationships and any other relationship
(whether or not recognized by law) which the General Counsel determines
could lead to the possible conflicts of interest, diversions of corporate
opportunity, or appearances of impropriety which this Code is intended to
prevent.
An "Index Trade" occurs when a Portfolio Manager directs a
securities trade in an index- or quantative-style Client Account, such as
an account managed to replicate the S&P 500 Index or the S&P MidCap 400
Index, in order for the account to maintain its index weightings in that
security.
"Non-Interested Trustee/Director" is any person who is a Access
Person by virtue of being a trustee or director of a Munder Fund, but who
is not an "interested person" (as defined in the Investment Company Act of
1940, as amended) of a Munder Fund UNLESS such non-interested
trustee/director, at the time of a Securities Transaction, knew, or in the
ordinary course of fulfilling his or her official duties as a
trustee/director of a Munder Fund should have known, that during the 15-day
period immediately preceding the date of the transaction by such person,
the security such person purchased or sold is or was purchased or sold by a
Munder Fund or was being considered for purchase or sale by a Munder Fund
or its investment adviser. For purposes of this Code, a "Non-Interested
Trustee/Director" shall include each trustee/director of a Munder Fund who
is not also a director, trustee, officer, partner or employee or
controlling person of a Munder Fund's investment adviser, sub-adviser,
administrator, custodian, transfer agent, or distributor.
Attachment B
GIFT POLICY
The gift policy of Munder Capital Management and World Asset
Management, L.L.C. covers both GIVING gifts to and ACCEPTING gifts from
clients, brokers, persons with whom we do business or others (collectively,
"vendors"). It is based on the applicable requirements of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. ("NASD")
and is included as part of the firm's Codes of Ethics.(5)
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(5) While neither Munder nor World is a registered broker-dealer subject to
the Rules of Fair Practice of the NASD, many of their employees are
registered representatives of Funds Distributors, Inc., the distributor
for the Munder Funds, and as such are subject to the NASD rules. We
strive to maintain the highest standards of business conduct and desire
to avoid even the potential appearance of impropriety or a conflict of
interest. Accordingly, we believe that the high standards established
by the NASD are appropriate for all our employees.
Under our policy, employees may not give gifts to or accept gifts
from vendors with a value in excess of $100 per person per year. In
addition, they must report to the Legal Department if they accept certain
types of gifts of any value. A "gift" to is defined as any kind of
gratuity. Since giving or receiving any gifts in a business setting may
give rise to an appearance of impropriety or may raise a potential conflict
of interest, we are relying on your professional attitude and good judgment
to ensure that our policy is observed to the fullest extent possible. The
discussion below is designed to assist you in this regard.
1. GIFTS GIVEN BY EMPLOYEES
An employee may not give any gift with a value in excess of $100
per year to any person associated with a securities or financial
organization, including exchanges, broker-dealers, commodity firms, the
news media, or clients of the firm. Please note, however, that the firm may
not take a tax deduction for any gift with a value exceeding $25. While
this memorandum discusses limits on gifts, it is not intended to authorize
any employee to give any gift to a vendor. Appropriate supervisory approval
must be still be obtained before giving any gifts.
2. GIFTS ACCEPTED BY EMPLOYEES
On occasion, because of their position within the firm, employees
may be offered, or may receive without notice, gifts from vendors.
Employees may not accept any gift or form of entertainment from vendors
(e.g., tickets to the theater or a sporting event where the vendor does not
accompany the employee) other than gifts of nominal value, defined as under
$100 in total from any vendor in any year (managers may, if they deem it
appropriate for their department, adopt a lower dollar ceiling). Any gift
accepted by an employee must be reported to the Legal Department, subject
to certain exceptions (see Section 4). In addition, note that our gift
policy does not apply to normal and customary business entertainment or to
personal gifts (see Section 3).
Employees may not accept a gift of cash or a cash equivalent
(e.g., gift certificates) in ANY amount, and under no circumstances may an
employee solicit a gift from a vendor.
Employees may wish to have gifts from vendors donated to charity,
particularly where it might be awkward or impolite for an employee to
decline a gift not permitted by our policy. In such case, the gift should
be forwarded to the Legal Department, who will arrange for it to be donated
to charity. Similarly, employees may wish to suggest to vendors that, in
lieu of an annual gift, the vendors make a donation to charity. In either
situation discussed in this paragraph, an employee would not need to report
the gift to the firm (see Section 4).
3. EXCLUSION FOR BUSINESS ENTERTAINMENT/PERSONAL GIFTS
Our gift policy does not apply to normal and customary business
meals and entertainment with vendors. For example, if an employee has a
business meal and attends a sporting event or show with a vendor, that
activity would not be subject to our gift policy, provided the vendor is
present. If, on the other hand, a vendor gives an employee tickets to a
sporting event and the employee attends the event without the vendor also
being present, the tickets would be subject to the dollar limitation and
reporting requirements of our gift policy. Under no circumstances may
employees accept business entertainment that is extraordinary or
extravagant in nature. The receipt or provision of business entertainment
involving airplane travel and/or overnight lodging is not permitted unless
approved, in advance, by MCM's Chief Executive Officer, Chief
Administrative Officer or General Counsel. Receipt of airplane travel
and/or overnight lodging by any of the aforementioned officers must be
approved as follows: The Chief Administrative Officer and the General
Counsel must receive prior approval from the Chief Executive Officer; The
Chief Executive Officer must receive prior approval from the General
Counsel.
In addition, our gift policy does not apply to usual and customary
gifts given to or received from vendors based on a personal relationship
(e.g., gifts between an employee and a vendor where the vendor is a family
member or personal friend).
4. GUIDELINES AND POLICIES OF OTHER ORGANIZATIONS
Securities and other financial organizations that sell our mutual
funds and other investment products sometimes require mutual fund families
to also follow their guidelines and policies applicable to the provision of
marketing materials, promotions, incentives and gifts for their employees.
While their gift guidelines will often be similar to ours, they frequently
have specific additional requirements with respect to meetings, training
and due diligence sessions involving travel or lodging by their employees,
client seminars, and charitable contributions. These restrictions sometimes
require the pre-approval of their marketing or compliance departments.
Employees of MCM or World are expected to make a good faith effort to
comply with any such guidelines and consult their managers if they have any
questions.
5. REPORTING
Except as noted below, all employees must report annually all
gifts given to or accepted from vendors. The Legal Department will
distribute the appropriate reporting form to employees when appropriate.
Employees are NOT required to report the following: (i) usual and
customary promotional items given to or received from vendors (e.g., hats,
pens, T-shirts, and similar items marked with a firm's logo), (ii) items
donated to charity through the Legal Department, or (iii) food items
consumed on the firm's premises (e.g., candy, popcorn, etc.).
Questions regarding the appropriateness of any gift should be
directed to the Legal Department.
(11/00)
Attachment C
Ctrl No: ___________________
PREAUTHORIZATION REQUEST FORM
PERSONAL SECURITIES TRANSACTIONS
Access Person (and trading entity, if different) ____________________________
Name and Symbol of Security ____________________________
Maximum quantity to be purchased or sold ____________________________
Name of broker to effect transaction ____________________________
Transaction type (Buy, Sell, Exchange, etc.) ____________________________
In connection with the foregoing transaction, I hereby make the following
representations and warranties:
1. I do not possess any material non-public information regarding the
issuer of the Security.
2. To my knowledge there are no pending trades in the Security (or
any derivative of it) by an Advisory Client (other than an Index
Trade).
3. To my knowledge, the Security (or any derivative of it) IS / IS
NOT (circle one) held by an Advisory Client.
4. To my knowledge, the Security (or any derivative of it) is not
being considered for purchase or sale by any Advisory Client
(other than an Index Trade).
5. If I am a Portfolio Manager or a person linked to a portfolio
manager, none of the accounts I (or such portfolio manager) manage
purchased or sold this Security (or any derivatives of it) within
the past 7 calendar days (other than an Index Trade).
6. I have read the Code of Ethics within the prior 12 months and
believe that the proposed trade fully complies with the
requirements of the Code.
Date: ________ Access Person Signature ____________________________________
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DATE Authorized By
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|_| No Open Orders Time Stamp
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YOUR TRADE MUST BE PLACED PROMPTLY FOLLOWING AUTHORIZATION TO AVOID ANY
CONFLICT WITH INCOMING ORDERS ON THE TRADING DESK. IF THE TRANSACTION IS
NOT EXECUTED BEFORE THE OPEN OF TRADING ON THE NEXT TRADING DAY FOLLOWING
THE TRADE DATE LISTED, YOU MUST OBTAIN A NEW PRE-AUTHORIZATION.
(11/00)
Attachment D
QUARTERLY REPORT FOR PERIOD ENDING ______________
THIS FORM MUST BE RETURNED TO THE COMPLIANCE
OFFICER NO LATER THAN THE 10TH DAY OF THE MONTH
FOLLOWING THE QUARTER END NOTED ABOVE.
Access Person: ____________________________
As required by Section IV.B. of the Code of Ethics, I submit the
following information concerning transactions during the most recent
calendar quarter in SECURITIES* in which I have or had direct or indirect
Beneficial Ownership (other than exempt transactions effected in an account
over which neither you nor I had any direct or indirect influence or
control, if any).
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Date of | Type of | Title of| Number of | Price/|Principal|Broker, Dealer
Transaction |Transaction| Security| Shares | Share | Amount**| or Bank
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(Use additional pages if necessary)
FOR NEW ACCOUNT(S) ESTABLISHED IN WHICH ANY SECURITIES WERE HELD
DURING THE QUARTER FOR MY DIRECT OR INDIRECT BENEFIT: Name of the
broker, dealer or bank with
whom the account was established: ________________________
Account Owner: ________________________
Account Number: ________________________
Date the account was established: ________________________
I confirm that I have complied with the Code of Ethics with respect to
personal securities transactions, and that all such transactions are listed
above or attached and that I have reported all reportable accounts
established with a broker, dealer or bank during the quarter.
Date ___________ Signed __________________________________________________
* For purposes of reporting quarterly transactions, the term "Security"
does not include (1) securities issued or guaranteed as to principal or
interest by the U.S. Government or its instrumentalities; (2) bankers'
acceptances; (3) bank certificates of deposit; (4) commercial paper and
high quality short-term debt instruments (including repurchase agreements);
and (5) shares of registered open-end investment companies. For purposes of
reporting new accounts established during the quarter, there is no
limitation on the term "security."
** Principal amount equals the amount paid or received excluding any
commissions.
Attachment E
PERSONAL HOLDINGS OF SECURITIES
_________In accordance with Section IV.D. of the Code of Ethics, please
provide a list of all Securities (other than those specifically excluded
from the definition of Covered Security), including physical certificates
held, in which each Access Person has a Beneficial Ownership interest,
including those in accounts of the Immediate Family of the Access Person
and all Securities in non-client accounts for which the Access Person makes
investment decisions.
(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: ___________________________
(7) For each account, attach the most recent account statement listing
Securities in that account. If the Access Person has a Beneficial
Ownership interest in Securities that are not listed in an attached
account statement, or holds the physical certificates, list them
below:
Name of Security Quantity Value Custodian
1. ________________________________________________________________________
2. ________________________________________________________________________
3. ________________________________________________________________________
4. ________________________________________________________________________
5. ________________________________________________________________________
6. ________________________________________________________________________
(Attach separate sheet if necessary)
I certify that I have read and understand the Code of Ethics and
that this form and the attached statements (if any) constitute all of the
Securities in which I have a Beneficial Ownership interest, including those
for which I hold physical certificates, as well as those held in accounts
of my Immediate Family.
Dated: _______________________________ ___________________________________
Access Person Signature
Attachment F
ANNUAL CERTIFICATION AND QUESTIONNAIRE
For Access Persons
of
The Munder Funds Trust
The Munder Funds, Inc.
St. Clair Funds, Inc.
The Munder Framlington Funds Trust
The Munder @Vantage Fund
Munder Capital Management
World Asset Management, L.L.C.
Employee: ______________________________ (please print your name)
I. INTRODUCTION
Access Persons are required to answer the following questions for
the year ended __________. Upon completion, please sign and return the
questionnaire by ______, to _________ in the Legal Department. If you have
any questions, please contact __________ at extension ______. All
capitalized terms are defined in the Code.
II. ANNUAL CERTIFICATION OF COMPLIANCE WITH THE CODE OF ETHICS
A. Have you obtained pre-clearance for all securities(6)
transactions in which you have, or a member of your
Immediate Family has, a Beneficial Ownership interest,
except for transactions exempt from pre-clearance under
the Code? (Note: Circle "Yes" if there were no securities
transactions.)
Yes No (If no, explain on Attachment)
B. Have you reported all securities transactions in which
you have, or a member of your Immediate Family has, a
Beneficial Ownership interest, except for transactions
exempt from reporting under the Code? (Reporting
requirements include arranging for the Legal Department
to receive, directly from your broker, duplicate
transaction confirmations and duplicate periodic
statements for each brokerage account in which you have,
or a member of your Immediate Family has, a Beneficial
Ownership interest, as well as reporting securities held
in certificate form.)
Yes No (If no, explain on Attachment)
C. Have you notified the Legal Department if you have been
arrested, arraigned, indicted, or have plead no contest
to any criminal offense, or been named as a defendant in
any investment-related civil proceedings, or
administrative or disciplinary action? (Circle "Yes" if
you have not been arrested, arraigned, etc.)
Yes No (If no, explain on Attachment)
D. Have you complied with the Code of Ethics in all other
respects, including the gift policy?
Yes No (If no, explain on Attachment)
(List in the Attachment all reportable gifts given or
received for the year covered by this certificate, noting
the month, "counterparty," gift description, and
estimated value.)
III. INSIDER TRADING POLICY
Have you complied in all respects with the Insider Trading Policy?
_____Yes _____No (If no, explain on Attachment)
IV. DISCLOSURE OF DIRECTORSHIPS
A. Are you, or is any member of your Immediate Family, a
director of any publicly traded company or privately held
company (other than a non-profit, charitable
organization).
Yes No
(If yes, list on Attachment each company for which you
are, or a member of your Immediate Family is, a director.)
B. If the response to the previous question is "Yes," do you
have knowledge that any of the companies for which you
are, or a member of your Immediate Family is, a director
will go public or be acquired within the next 12 months?
Yes No
I hereby represent that, to the best of my knowledge, the
foregoing responses are true and complete. I understand that any untrue or
incomplete response may be subject to disciplinary action by MCM or World.
Date: ______________ ____________________________
Access Person Signature
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(6) The term "security" does not include open-end investment companies such
as the Munder Funds. However, it does include closed-end funds such as
the @Vantage Fund.
ATTACHMENT TO
ANNUAL CODE OF ETHICS QUESTIONNAIRE
Please explain all "No" responses to questions in Sections II and III
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Please list each company for which you are, or a member of your Immediate
Family is, a director
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Please list all Gifts you received or gave during the year covered by this
questionnaire
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Estimated
Month Giver/Receiver Gift Description Value
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(Continue on additional sheet if necessary.)
Attachment G
CONTACT PERSONS
Designated Supervisory Person
Stephen J. Shenkenberg
Designees of Designated Supervisory Person
Mary Ann Shumaker
Sharon Pomber
Legal Department
Stephen J. Shenkenberg
Mary Ann Shumaker
Julie Habrowski
Shannon Barnes
COMPLIANCE COMMITTEE
Stephen J. Shenkenberg
Peter Hoglund
Enrique Chang
Attachment H
INSIDER TRADING POLICY AND PROCEDURES
DESIGNED TO DETECT AND PREVENT INSIDER TRADING
A.POLICY STATEMENT
1. INTRODUCTION
Munder Capital Management, World Asset Management, L.L.C., and
such other companies which adopt these Policies and Procedures (all of the
foregoing entities are collectively referred to herein as "Munder") seek to
foster a reputation for integrity and professionalism. That reputation is a
vital business asset. The confidence and trust placed in Munder by clients
is something we should value and endeavor to protect. To further that goal,
the Policy Statement implements procedures to deter the misuse of material,
nonpublic information in securities transactions.
2. PROHIBITIONS
Employees are prohibited from trading, either personally or on
behalf of others (including advisory clients), on material, nonpublic
information or communicating material, nonpublic information to others in
violation of the law. This conduct is frequently referred to as "insider
trading." The receipt of the material nonpublic information may also be
characterized as issuer "selective disclosure". This policy applies to
every employee and extends to activities within and outside their duties at
Munder. Any questions regarding this policy should be referred to the Legal
Department.
3. GENERAL SANCTIONS
Trading securities while in possession of material, nonpublic
information or improperly communicating that information to others may
expose you to stringent penalties. Criminal sanctions may include a fine of
up to $1,000,000 and/or ten years imprisonment. The Securities and Exchange
Commission can recover the profits gained or losses avoided through the
violative trading, a penalty of up to three times the illicit windfall and
an order permanently barring you from the securities industry. Finally, you
may be sued by investors seeking to recover damages for insider trading
violations.
4. INSIDER TRADING DEFINED
The term "insider trading" is not defined in the federal
securities laws, but generally is used to refer to the use of material,
nonpublic information to trade in securities (whether or not one is an
"insider") or to communications of material, nonpublic information to
others. While the law concerning insider trading is not static, it is
currently understood that the law generally prohibits:
a. trading by an insider, while in possession of material,
nonpublic information;
b. trading by a non-insider, while in possession of
material, nonpublic information, where the information
either was disclosed to the non-insider in violation of
an insider's duty to keep it confidential or was
misappropriated;
c. recommending the purchase or sale of securities on the
basis of material, nonpublic information;
d. communicating material, nonpublic information to others;
or
e. providing substantial assistance to someone who is
engaged in any of the above activities.
The elements of insider trading and the penalties for such
unlawful conduct are described below. Any employee who, after reviewing
these Policies and Procedures has any question regarding insider trading
should consult with the Legal Department. Often, a single question can
forestall disciplinary action or complex legal problems.
5. TENDER OFFERS
Tender offers represent a particular concern in the law of insider
trading for two reasons. First, tender offer activity often produces
extraordinary gyrations in the price of the target company's securities.
Trading during this time period is more likely to attract regulatory
attention (and produces a disproportionate percentage of insider trading
cases). Second, the SEC has adopted a rule which expressly forbids trading
and "tipping" while in possession of material, nonpublic information
regarding a tender offer received from the tender offeror, the target
company or anyone acting on behalf of either. Employees should exercise
particular caution any time they become aware of nonpublic information
relating to a tender offer.
6. SELECTIVE DISCLOSURE DEFINED
Selective disclosure occurs when an issuer of publicly traded
securities, or person acting on its behalf, discloses material nonpublic
information to securities industry professionals, institutional investors,
and certain other persons (including portfolio managers and securities
analysts) who would reasonably be expected to trade or provide trading
advice on the basis of the information. In the event of such occurrence,
the issuer is required to make immediate or prompt (depending on whether
the disclosure was intentional) public disclosure of such information. The
regulation covers only communications by an issuer's senior management, its
investor relations professionals, and others who regularly communicate with
market professionals and security holders.
Issuer selective disclosure bears a close resemblance to insider
trading since a few individuals gain an informational edge, and the ability
to use that edge to profit, from their superior access to corporate
insiders, rather than from their skill, acumen, or diligence. Likewise,
selective disclosure as an adverse impact on market integrity by causing
investors to lose confidence in the fairness of the markets when they know
that other participants may exploit "unerodable informational advantages"
derived not from hard work or insights, but from their access to corporate
insiders. There is also the danger that corporate management to treat
material information as a commodity to be used to gain or maintain favor
with particular analysts or investors. Employees should exercise particular
caution any time they speak privately with the senior management of an
issuer or its public relations professionals to make sure they are not
obtaining material, nonpublic information. Employees may not sign
confidentiality agreements with issuers without the prior review and
approval of the Legal Department as they may be an indication of material,
nonpublic information.
7. CONTACT THE LEGAL DEPARTMENT.
To protect yourself, our clients, and Munder, you should contact
the Legal Department IMMEDIATELY if you believe that you may have received
material, nonpublic information.
B. PROCEDURES DESIGNED TO DETECT AND PREVENT INSIDER TRADING
The following procedures have been established to aid Munder and
all employees in avoiding insider trading, and to aid Munder in preventing,
detecting, and imposing sanctions against insider trading. Every employee
must follow these procedures or risk serious sanctions, including
dismissal, substantial personal liability and criminal penalties. Any
questions about these procedures should be directed to the Legal
Department.
1. INITIAL QUESTIONS.
Before trading in the securities of a company about which an
employee may have potential inside information, an employee, whether
trading for himself or herself or others, should ask himself or herself the
following questions:
a. Is the Information Material? Is this information that an
investor would consider important in making his or her
investment decisions? Is this information that would
substantially affect the market price of the securities
if generally disclosed? While an exhaustive list is not
is not possible, the following items are some types of
information or events that should be reviewed carefully
to determine whether they are material:
(1) earnings information;
(2) mergers, acquisitions, tender offers, joint
ventures, or changes in assets;
(3) new products or discoveries, or developments
regarding customers or suppliers (e.g., the
acquisition or loss of a contract);
(4) changes in control or in management;
(5) change in auditors or auditor notification that
the issuer may no longer rely on an auditor's
audit report;
(6) events regarding the issuer's securities (e.g.,
defaults on senior securities, calls of
securities for redemption, repurchase plans,
stock splits or changes in dividends, changes to
the rights of security holders, public or
private sales of additional securities); and
(7) bankruptcies or receiverships.
b. Is the Information Nonpublic? To whom has this
information been provided? Has the information been
effectively communicated to the market place by being
published in Reuters, The Wall Street Journal or other
publications of general circulation?
2. MATERIAL AND NONPUBLIC INFORMATION
If, after consideration of the above, any employee believes that
the information is material and nonpublic, or if an employee has questions
as to whether the information is material and nonpublic, he or she should
take all the following steps:
a. Report the matter immediately to the Legal Department;
b. Do not purchase or sell the Securities either on your own
behalf or on the behalf of others;
c. Do not communicate the information to anyone, other than
to the Legal Department.
d. After the Legal Department has reviewed the issue, the
employee will be instructed to continue the prohibitions
against trading and communication, or, if the Legal
Department determines that the information is not
material and nonpublic, he or she will be allowed to
trade and communicate the information.
3. CONFIDENTIALITY
Information in an employee's possession that is identified as
material and nonpublic may not be communicated to anyone, include persons
within Munder, except as otherwise provided herein. In addition, care
should be taken so that such information is secure. For example, files
containing material, nonpublic information should be sealed, access to
computer files containing material, nonpublic information should be
restricted and conversations containing such information, if appropriate at
all, should be conducted in private (for example, not by cellular telephone
to avoid potential interception).
4. ASSISTANCE OF THE LEGAL DEPARTMENT
If, after consideration of the items set forth in Section B.2.,
doubt remains as to whether information is material or nonpublic, or if
there is any unresolved question as to the applicability or interpretation
of the foregoing procedures, or as to the propriety of any action, it must
be discussed with the Legal Department before trading or communicating the
information to anyone.
5. REPORTING REQUIREMENT
In accordance with Munder's Code of Ethics, every employee must
arrange for the Legal Department to receive directly from the broker,
dealer, or bank in question, duplicate copies of each confirmation for each
reportable securities transaction and periodic statement for each brokerage
account in which such employee has a beneficial interest.
C. INSIDER TRADING EXPLANATIONS
1. WHO IS AN INSIDER?
The concept of "insider" is broad. It includes officers, directors
and employees of a company. In addition, a person can be a "temporary
insider" if he or she enters into a special confidential relationship in
the conduct of a company's affairs and as a result is given access to
information solely for the company's purposes. A temporary insider can
include, among others, a company's attorneys, accountants, consultants,
bank lending officers and the employees of such organizations. In addition,
Munder may become a temporary insider. According to the United States
Supreme Court, the company must expect the outsider to keep the disclosed
nonpublic information confidential, and the relationship must at least
imply such a duty before the outsider will be considered an insider.
2. WHAT IS MATERIAL INFORMATION?
Trading on inside information is not a basis for liability unless
the information is material. "Material information" generally is defined as
information for which there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment
decisions, or information that is reasonably certain to have a substantial
effect on the price of a company's securities. It need not be important
that it would have changed the investor's decision to buy or sell. No
simple "bright line" test exists to determine when information is material;
assessments of materiality involve a highly fact-specific inquiry. For this
reason, you should direct any question about whether information is
material to the Legal Department.
Material information often relates to a company's results and
operations including, for example, dividend changes, earnings results,
changes in previously released earnings estimates, significant merger or
acquisition proposals or agreements, major litigation, liquidation problems
and extraordinary management developments. Material information also may
relate to the market for a company's securities. Information about a
significant order to purchase or sell securities may, in some contexts, be
deemed material.
Material information does not have to relate to a company's
business. For example, the United States Supreme Court considered as
material certain information about the contents of a forthcoming newspaper
column that was expected to affect the market price of a security. In that
case, a Wall Street Journal reporter was found criminally liable for
disclosing to others the dates that reports on various companies would
appear in The Wall Street Journal and whether those reports would be
favorable or unfavorable.
3. WHAT IS NONPUBLIC INFORMATION?
Information is nonpublic until it has been effectively
disseminated broadly to investors in the market place. One must be able to
point to some fact to show that the information is generally public. For
example, information found in a report filed with the SEC, or appearing in
Dow Jones, Reuters Economic Services, The Wall Street Journal, or other
publications of general circulation would be considered public.
4. WHAT ARE THE PENALTIES FOR INSIDER TRADING?
Penalties for trading on or communicating material, nonpublic
information are severe, both for individuals involved in such unlawful
conduct and their employers. A person can be subject to some or all of the
penalties below even if he or she does not personally benefit from the
violation. Penalties include: (a) civil injunctions; (b) treble damages;
(c) disgorgement of profits; (d) jail sentences; (e) fines for the person
who committed the violation of up to three times the profit gained or loss
avoided, whether or not the person actually benefited; and (f) fines for
the employer or other controlling person of up to the greater of $
1,000,000 or three times the amount of the profit gained or loss avoided.
In addition to the foregoing, any violation of this Policy with
Respect to Insider Trading can be expected to result in serious sanctions,
including dismissal of the person or persons involved.
(11/00)
CODE OF ETHICS
FOR NON-ACCESS PERSONS OF
MUNDER CAPITAL MANAGEMENT
WORLD ASSET MANAGEMENT, L.L.C.
NOVEMBER 7, 2000
CODE OF ETHICS
TABLE OF CONTENTS
I. Introduction...............................................................1
A. General Principles...................................................1
B. Applicability........................................................1
II. Restrictions on Activities.............................................1
A. Initial Public Offering..............................................1
B. Gifts................................................................1
1. Accepting Gifts...................................................1
2. Solicitation of Gifts.............................................2
3. Giving Gifts......................................................2
C. Service as a Director................................................2
D. Amendments and Waivers...............................................2
III. Exempt Transactions....................................................2
A. Exclusions from Definition of Covered Security.......................2
IV. Compliance Procedures..................................................3
A. Brokerage Statements and Confirmations...............................3
B. Initial and Annual Disclosure of Personal Holdings...................3
C. Certification of Compliance..........................................4
D. Permitted Disclaimer.................................................4
E. Maintenance of Reports...............................................4
V. General Policies.......................................................4
A. Anti-Fraud...........................................................4
B. Involvement in Criminal Matters or Investment-Related
Civil Proceedings....................................................5
VI. Sanctions..............................................................5
VII. Recordkeeping..........................................................5
VIII. Confidentiality........................................................5
IX. Other Laws, Rule and Statements of Policy..............................5
X. Further Information....................................................6
Attachment A - Definitions
Attachment B - Gift Policy
Attachment C - Personal Holdings of Securities
Attachment D - Annual Certification and Questionnaire
Attachment E - Contact Persons
Attachment F - Insider Trading Policy
CODE OF ETHICS
I. INTRODUCTION
A. GENERAL PRINCIPLES
This Code of Ethics ("Code") establishes rules of conduct for
"Non-Access Persons" (as defined in Attachment A) of Munder Capital
Management ("MCM") and World Asset Management, L.L.C. ("World"). The Code
is designed to (i) govern the personal securities activities of Non-Access
Persons; (ii) prevent Non-Access Persons from engaging in fraud; and (iii)
require MCM to use reasonable diligence and institute procedures reasonably
necessary to prevent violations of the Code. As a general matter, in
connection with personal securities transactions, Non-Access Persons should
(1) always place the interests of Advisory Clients first; (2) ensure that
all personal securities transactions are conducted consistent with this
Code and in such a manner as to avoid any actual or potential conflict of
interest or any abuse of a Non-Access Person's position of trust and
responsibility; and (3) not take inappropriate advantage of their
positions.
B. APPLICABILITY
This Code applies to all Non-Access Persons (as defined
in Attachment A) of MCM and World.
II. RESTRICTIONS ON ACTIVITIES
A. INITIAL PUBLIC OFFERING
No Non-Access Person shall acquire directly or indirectly any
securities in an initial public offering for his or her personal account
except initial public offerings of registered investment companies. (As
noted above, this provision does not apply to Non-Interested
Trustees/Directors.)
B. GIFTS
The provisions below on gifts only applies to all officers and
employees of MCM and World. Please see the Gift Policy (Attachment B) for
further information.
1. Accepting Gifts
On occasion, because of their position with MCM or World,
employees may be offered, or may receive without notice, gifts from
clients, brokers, vendors or other persons not affiliated with such
entities. Acceptance of extraordinary or extravagant gifts is not
permissible. Any such gifts must be declined or returned in order to
protect the reputation and integrity of MCM and World. Gifts of a nominal
value (i.e., gifts whose reasonable value is no more than $100 a year),
customary business meals, entertainment (e.g., reasonable sporting events)
and promotional items (e.g., pens, mugs, T-shirts) may be accepted. If an
employee receives any gift that might be prohibited under this Code, the
employee must inform the Legal Department.
2. Solicitation of Gifts
Employees and officers of MCM or World may not solicit
gifts or gratuities.
3. Giving Gifts
Employees and officers of MCM or World may not give any
gift with a value in excess of $100 per year to persons associated with
securities or financial organizations, including exchanges, other member
organizations, commodity firms, news media, or clients of the firm.
C. SERVICE AS A DIRECTOR
No Non-Access Person shall serve on the board of directors of any
publicly traded company or privately-held company without prior
authorization from a committee comprised of MCM's General Counsel and
either the Chief Executive Officer or Chief Investment Officer - Equities
of MCM based upon a determination that such board service would be
consistent with the interests of the Advisory Clients. In instances in
which such service is authorized, the Non-Access Person will be isolated
from making investment decisions relating to such company through the
implementation of appropriate "Chinese Wall" procedures established by the
General Counsel. This restriction does not apply to non-profit, charitable,
civic, religious, public, political, or social organizations.
D. AMENDMENTS AND WAIVERS
The limitations and restrictions specified in subsections A
through C of this Section II may be modified only by the General Counsel on
a case by case basis. Each such modification shall be documented in writing
by the Designated Supervisory Person, including in particular the basis for
the modification.
Although exceptions to the Code will rarely, if ever, be granted,
the General Counsel of MCM may grant exceptions to the requirements of the
Code on a case-by-case basis if he or she finds that the proposed conduct
involves negligible opportunity for abuse. All material exceptions must be
in writing and must be reported to the Board of Directors of the Munder
Funds at their next regularly scheduled meeting after the exception is
granted.
III. EXEMPT TRANSACTIONS
A. EXCLUSIONS FROM DEFINITION OF COVERED SECURITY
For purposes of this Code, the term "Covered Security" (as defined
in Attachment A) shall not include the following:
1. securities issued or guaranteed as to principal or
interest by the Government of the United States or its
instrumentalities;
2. bankers' acceptances;
3. bank certificates of deposit;
4. commercial paper and high quality short term debt
instruments (including repurchase agreements); and
5. shares of registered open-end investment companies
(including, for example, the Munder Funds).(1)
--------
(1) Note that the @Vantage Fund is not an "open-end" investment company.
Accordingly, its shares are not exempt from the definition of a
security or the other restrictions under the Code, including the
pre-clearance requirements for Access Persons.
IV. COMPLIANCE PROCEDURES
A. BROKERAGE STATEMENTS AND CONFIRMATIONS
Every Non-Access person and members of his or her Immediate Family
(excluding Non-Interested Trustees/Directors and their Immediate Family
members) must arrange for the Legal Department to receive DIRECTLY from any
broker, dealer or bank that effects any securities transaction, duplicate
copies of each confirmation for each such transaction and periodic
statements for each brokerage account in which such Non-Access Person has a
Beneficial Ownership interest. To assist in making these arrangements, the
Legal Department will send a letter to each brokerage firm based on the
information provided by the Non-Access Person. Brokerage confirms and
statements are not required to include any information relating to any
security that is not a Covered Security as specified in Section III.A. For
example, a Non-Access Person would not be required to report any
information concerning an account that is only able to effect trades in
open-end mutual funds.
B. INITIAL AND ANNUAL DISCLOSURE OF PERSONAL HOLDINGS
No later than 10 days after becoming a employee and thereafter on
an annual calendar year basis, each Non-Access Person shall submit a
Personal Holdings of Securities report (Attachment C) with respect to each
Covered Security, other than securities exempted from this Code in
accordance with Section III hereof, in which such Non-Access Person had any
direct or indirect Beneficial Ownership at such time. If not previously
provided, the Non-Access Person shall provide or ensure that reports or
duplicate copies of supporting documentation (e.g., brokerage statements or
similar documents) of securities holdings required to be reported herein
are provided to the Designated Supervisory Person.
C. CERTIFICATION OF COMPLIANCE
Each Non-Access Person is required to certify annually that he or
she has read and understood this Code and recognizes that he or she is
subject to it. Further, each Non-Access Person is required to certify
annually that he or she has complied with all the requirements of the Code
and that he or she has disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the
requirements of the Code. The form of Annual Certification and
Questionnaire is attached to this Code as Attachment D.
D. PERMITTED DISCLAIMER
Any report submitted to comply with the requirements of this
Section IV, may contain a statement that the report shall not be construed
as an admission by the person making such report that such person has any
direct or indirect Beneficial Ownership in the securities to which the
report relates.
E. MAINTENANCE OF REPORTS
The Designated Supervisory Person shall maintain such reports and
such other records as are required by this Code.
V. GENERAL POLICIES
A. ANTI-FRAUD
It shall be a violation of this Code for any Non-Access Person in
connection with the purchase or sale, directly or indirectly, by such
person of a Covered Security which, within the most recent 15 days was held
by an Advisory Client, or was considered by MCM or World for purchase by
the Advisory Client, to:
1. employ any device, scheme or artifice to defraud
an Advisory Client;
2. make to an Advisory Client any untrue statement
of a material fact or omit to state to an
Advisory Client a material fact necessary in
order to make the statements made, in light of
the circumstances under which they are made, not
misleading;
3. engage in any act, practice or course of
business that operates or would operate as a
fraud or deceit upon an Advisory Client; or
4. engage in any manipulative practice with respect
to an Advisory Client.
B. INVOLVEMENT IN CRIMINAL MATTERS OR INVESTMENT-RELATED
CIVIL PROCEEDINGS
Each Non-Access Person must notify the Legal Department, as soon
as reasonably practical, if he or she is arrested, arraigned, indicted or
pleads no contest to any criminal offense (other than minor traffic
violations) or if named as a defendant in any investment-related civil
proceedings or any administrative or disciplinary action.
VI. SANCTIONS
Upon discovering that a Non-Access Person has not complied with
the requirements of this Code, the Designated Supervisory Person shall
submit findings to the Compliance Committee. The Compliance Committee may
impose on that Non-Access Person whatever sanctions the Compliance
Committee deems appropriate, including, among other things, the unwinding
of the transaction and the disgorgement of profits, letter of censure,
suspension or termination of employment. Any significant sanction imposed
shall be reported to the Munder Funds' Boards. Notwithstanding the
foregoing, the Designated Supervisory Person shall have discretion to
determine, on a case-by-case basis, that no material violation shall be
deemed to have occurred. The Designated Supervisory Person may recommend
that no action be taken, including waiving the requirement to disgorge
profits. A written memorandum for any such finding shall be filed with
reports made pursuant to this Code.
VII. RECORDKEEPING
MCM shall keep and maintain for at least six years records of the
procedures it follows in connection with the reporting requirements of this
Code.
VIII. CONFIDENTIALITY
All information obtained from any Non-Access Person hereunder
shall be kept in strict confidence, except that reports of securities
transactions hereunder may be made available to the Securities and Exchange
Commission or any other regulatory or self-regulatory organization, and may
otherwise be disclosed to the extent required by law or regulation.
IX. OTHER LAWS, RULE AND STATEMENTS OF POLICY
Nothing contained in this Code shall be interpreted as relieving
any Non-Access Person from acting in accordance with the provisions of any
applicable law, rule, or regulation or any other statement of policy or
procedures governing the conduct of such person adopted by a Munder Fund.
No exception to a provision in the Code shall be granted where such
exception would result in a violation of Rule 17j-1.
X. FURTHER INFORMATION
If any person has any questions with regard to the applicability
of the provisions of this Code generally or with regard to any securities
transaction or transactions, such person should consult with the Designated
Supervisory Person.
Attachment A
DEFINITIONS
"Advisory Client" means any client (including both investment
companies and managed accounts) for which MCM or World serves as an
investment adviser or subadviser, renders investment advice, makes
investment decisions or places orders through its trading department.
"Beneficial Ownership" A person is generally deemed to have
beneficial ownership of a security if the person, directly or indirectly,
through any contract, arrangement, understanding, relationship or
otherwise, has or shares a direct or indirect "pecuniary interest" in the
security. The term "pecuniary interest" generally mean the opportunity,
directly or indirectly, to profit or share in any profit derived from a
transaction in the securities. A person is refutably deemed to have an
"indirect pecuniary interest" in any securities held by members of the
person's Immediate Family. An indirect pecuniary interest also includes,
among other things: a general partner's proportionate interest in the
portfolio securities held by a general or limited partnership; a
performance-related fee, other than an asset-based fee, received by any
broker, dealer, bank, insurance company, investment company, investment
adviser, investment manager, trustee or person or entity performing a
similar function; a person's right to dividends that is separated or
separable from the underlying securities; a person's interest in securities
held by certain trusts; and a person's right to acquire equity securities
through the exercise or conversion of any derivative security, whether or
not presently exercisable, the term "derivative security" being generally
defined as any option, warrant, convertible security, stock appreciation
right, or similar right with an exercise or conversion privilege at a price
related to an equity security, or similar securities with, or value derived
from, the value of an equity security. For purposes of the Rule, a person
who is a shareholder of a corporation or similar entity is not deemed to
have a pecuniary interest in portfolio Securities held by the corporation
or entity, so long as the shareholder is not a controlling shareholder of
the corporation or the entity and does not have or share investment control
over the corporation's or the entity portfolio. The foregoing definitions
are to be interpreted by reference to Rule 16a-1(a)(2) under the Securities
Exchange Act of 1934, except that the determination of direct or indirect
beneficial ownership for purposes of this Code must be made with respect to
all securities that a Access Person has or acquires.
"Covered Security" means any note, stock, treasury stock, bond,
debenture, evidences of indebtedness (including loan participations and
assignments) certificate of interest or participation in any profit-sharing
agreement, collateral trust agreement, investment contract, voting trust
certificate, any put, call, straddle, option, or privilege on any security
or on any group or index of securities (including any interest therein or
based on the value thereof), or any put, call, straddle, option, or
privilege entered into on a national securities exchange relating to
foreign currency, or, in general any interest or instrument commonly known
as a "security," or any certificate or interest or participation in,
temporary or interim certificate for, receipt for, guarantee of, or warrant
or right to subscribe to or purchase, or derivative instrument of, any of
the foregoing, and other items mentioned in Section 2(a)(36) of the 1940
Act and not specifically exempted by Rule 17j-1. Items excluded from the
definition of "Covered Security" by Rule 17j-1 are securities issued or
guaranteed as to principal or interest by the U.S. Government or its
instrumentalities, bankers acceptances, bank certificates of deposit,
commercial paper and high quality short term debt instruments (including
repurchase agreements) and shares of registered open-end investment
companies (such as the Munder Funds other than the Munder @Vantage Fund).(2)
In addition, a Covered Security does not include futures, commodities or
options of the aforementioned, but the purchase and sale of such
instruments are nevertheless subject to the reporting requirements of the
Code.
--------
(2) Note that the @Vantage Fund is not an "open-end" investment company.
Accordingly, its shares are not exempt from the definition of a Covered
Security or the other restrictions under the Code, including the
pre-clearance requirements for Access Persons.
"Designated Supervisory Person" means the person designated as the
Designated Supervisory Person in Attachment G hereof.
"Immediate Family" of an Access Person means any of the following
persons who reside in the same household as the Access Person:
child grandparent son-in-law
stepchild spouse daughter-in-law
grandchild sibling brother-in-law
parent mother-in-law sister-in-law
stepparent father-in-law
Immediate Family includes adoptive relationships and any other relationship
(whether or not recognized by law) which the General Counsel determines
could lead to the possible conflicts of interest, diversions of corporate
opportunity, or appearances of impropriety which this Code is intended to
prevent.
"Non-Access Person" shall mean every employee of MCM and World who
have not been previously designated as Access Persons by the Legal
Department.
Attachment B
GIFT POLICY
The gift policy of Munder Capital Management and World Asset
Management, L.L.C. covers both GIVING gifts to and ACCEPTING gifts from
clients, brokers, persons with whom we do business or others (collectively,
"vendors"). It is based on the applicable requirements of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. ("NASD")
and is included as part of the firm's Codes of Ethics.(3)
--------
(3) While neither Munder nor World is a registered broker-dealer subject to
the Rules of Fair Practice of the NASD, many of their employees are
registered representatives of Funds Distributors, Inc., the distributor
for the Munder Funds, and as such are subject to the NASD rules. We
strive to maintain the highest standards of business conduct and desire
to avoid even the potential appearance of impropriety or a conflict of
interest. Accordingly, we believe that the high standards established
by the NASD are appropriate for all our employees.
Under our policy, employees may not give gifts to or accept gifts
from vendors with a value in excess of $100 per person per year. In
addition, they must report to the Legal Department if they accept certain
types of gifts of any value. A "gift" to is defined as any kind of
gratuity. Since giving or receiving any gifts in a business setting may
give rise to an appearance of impropriety or may raise a potential conflict
of interest, we are relying on your professional attitude and good judgment
to ensure that our policy is observed to the fullest extent possible. The
discussion below is designed to assist you in this regard.
1. GIFTS GIVEN BY EMPLOYEES
An employee may not give any gift with a value in excess of $100
per year to any person associated with a securities or financial
organization, including exchanges, broker-dealers, commodity firms, the
news media, or clients of the firm. Please note, however, that the firm may
not take a tax deduction for any gift with a value exceeding $25. While
this memorandum discusses limits on gifts, it is not intended to authorize
any employee to give any gift to a vendor. Appropriate supervisory approval
must be still be obtained before giving any gifts.
2. GIFTS ACCEPTED BY EMPLOYEES
On occasion, because of their position within the firm, employees
may be offered, or may receive without notice, gifts from vendors.
Employees may not accept any gift or form of entertainment from vendors
(e.g., tickets to the theater or a sporting event where the vendor does not
accompany the employee) other than gifts of nominal value, defined as under
$100 in total from any vendor in any year (managers may, if they deem it
appropriate for their department, adopt a lower dollar ceiling). Any gift
accepted by an employee must be reported to the Legal Department, subject
to certain exceptions (see Section 4). In addition, note that our gift
policy does not apply to normal and customary business entertainment or to
personal gifts (see Section 3).
Employees may not accept a gift of cash or a cash equivalent
(e.g., gift certificates) in ANY amount, and under no circumstances may an
employee solicit a gift from a vendor.
Employees may wish to have gifts from vendors donated to charity,
particularly where it might be awkward or impolite for an employee to
decline a gift not permitted by our policy. In such case, the gift should
be forwarded to the Legal Department, who will arrange for it to be donated
to charity. Similarly, employees may wish to suggest to vendors that, in
lieu of an annual gift, the vendors make a donation to charity. In either
situation discussed in this paragraph, an employee would not need to report
the gift to the firm (see Section 4).
3. EXCLUSION FOR BUSINESS ENTERTAINMENT/PERSONAL GIFTS
Our gift policy does not apply to normal and customary business
meals and entertainment with vendors. For example, if an employee has a
business meal and attends a sporting event or show with a vendor, that
activity would not be subject to our gift policy, provided the vendor is
present. If, on the other hand, a vendor gives an employee tickets to a
sporting event and the employee attends the event without the vendor also
being present, the tickets would be subject to the dollar limitation and
reporting requirements of our gift policy. Under no circumstances may
employees accept business entertainment that is extraordinary or
extravagant in nature. The receipt or provision of business entertainment
involving airplane travel and/or overnight lodging is not permitted unless
approved, in advance, by MCM's Chief Executive Officer, Chief
Administrative Officer or General Counsel. Receipt of airplane travel
and/or overnight lodging by any of the aforementioned officers must be
approved as follows: The Chief Administrative Officer and the General
Counsel must receive prior approval from the Chief Executive Officer; The
Chief Executive Officer must receive prior approval from the General
Counsel.
In addition, our gift policy does not apply to usual and customary
gifts given to or received from vendors based on a personal relationship
(e.g., gifts between an employee and a vendor where the vendor is a family
member or personal friend).
4. GUIDELINES AND POLICIES OF OTHER ORGANIZATIONS
Securities and other financial organizations that sell our mutual
funds and other investment products sometimes require mutual fund families
to also follow their guidelines and policies applicable to the provision of
marketing materials, promotions, incentives and gifts for their employees.
While their gift guidelines will often be similar to ours, they frequently
have specific additional requirements with respect to meetings, training
and due diligence sessions involving travel or lodging by their employees,
client seminars, and charitable contributions. These restrictions sometimes
require the pre-approval of their marketing or compliance departments.
Employees of MCM or World are expected to make a good faith effort to
comply with any such guidelines and consult their managers if they have any
questions.
5. REPORTING
Except as noted below, all employees must report annually all
gifts given to or accepted from vendors. The Legal Department will
distribute the appropriate reporting form to employees when appropriate.
Employees are NOT required to report the following: (i) usual and
customary promotional items given to or received from vendors (e.g., hats,
pens, T-shirts, and similar items marked with a firm's logo), (ii) items
donated to charity through the Legal Department, or (iii) food items
consumed on the firm's premises (e.g., candy, popcorn, etc.).
Questions regarding the appropriateness of any gift should be
directed to the Legal Department.
(10/00)
Attachment C
PERSONAL HOLDINGS OF SECURITIES
In accordance with Section IV.B. of the Code of Ethics, please
provide a list of all Securities (other than those specifically excluded
from the definition of Covered Security), including physical certificates
held, in which each Non-Access Person has a Beneficial Ownership interest,
including those in accounts of the Immediate Family of the Non-Access
Person and all Securities in non-client accounts for which the Non-Access
Person makes investment decisions.
(1) Name of Non-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: __________________________
(7) For each account, attach the most recent account statement listing
Securities in that account. If the Non-Access Person has a Beneficial
Ownership interest in Securities that are not listed in an attached
account statement, or holds the physical certificates, list them
below:
Name of Security Quantity Value Custodian
1. ________________________________________________________________
2. ________________________________________________________________
3. ________________________________________________________________
4. ________________________________________________________________
5. ________________________________________________________________
6. ________________________________________________________________
(Attach separate sheet if necessary)
I certify that I have read and understand the Code of Ethics and
that this form and the attached statements (if any) constitute all of the
Securities in which I have a Beneficial Ownership interest, including those
for which I hold physical certificates, as well as those held in accounts
of my Immediate Family.
Dated: _______________________________ ___________________________________
Non-Access Person Signature
Attachment D
ANNUAL CERTIFICATION AND QUESTIONNAIRE
For Non-Access Persons of
Munder Capital Management
World Asset Management, L.L.C.
Employee: _________________ (please print your name)
I. INTRODUCTION
Non-Access Persons are required to answer the following questions
for the year ended __________. Upon completion, please sign and return the
questionnaire by ______, to _________ in the Legal Department. If you have
any questions, please contact __________ at extension ______. All
capitalized terms are defined in the Code.
II. ANNUAL CERTIFICATION OF COMPLIANCE WITH THE CODE OF ETHICS
A. Have you reported all securities transactions in which
you have, or a member of your Immediate Family has, a
Beneficial Ownership interest, except for transactions
exempt from reporting under the Code? (Reporting
requirements include arranging for the Legal Department
to receive, directly from your broker, duplicate
transaction confirmations and duplicate periodic
statements for each brokerage account in which you have,
or a member of your Immediate Family has, a Beneficial
Ownership interest, as well as reporting securities held
in certificate form.)
Yes No (If no, explain on Attachment)
B. Have you notified the Legal Department if you have been
arrested, arraigned, indicted, or have plead no contest
to any criminal offense, or been named as a defendant in
any investment-related civil proceedings, or
administrative or disciplinary action? (Circle "Yes" if
you have not been arrested, arraigned, etc.)
Yes No (If no, explain on Attachment)
C. Have you complied with the Code of Ethics in all other
respects, including the gift policy?
Yes No (If no, explain on Attachment)
(List in the Attachment all reportable gifts given or
received for the year covered by this certificate, noting
the month, "counterparty," gift description, and
estimated value.)
III. INSIDER TRADING POLICY
Have you complied in all respects with the Insider Trading Policy?
_________Yes _________No (If no, explain on Attachment)
IV. DISCLOSURE OF DIRECTORSHIPS
A. Are you, or is any member of your Immediate Family, a
director of any publicly traded company or privately held
company (other than a non-profit, charitable
organization).
Yes No
(If yes, list on Attachment each company for which you
are, or a member of your Immediate Family is, a
director.)
B. If the response to the previous question is "Yes," do you
have knowledge that any of the companies for which you
are, or a member of your Immediate Family is, a director
will go public or be acquired within the next 12 months?
Yes No
I hereby represent that, to the best of my knowledge, the
foregoing responses are true and complete. I understand that any untrue or
incomplete response may be subject to disciplinary action by MCM or World.
Date: _________________ ______________________________________
Non-Access Person Signature
ATTACHMENT TO
ANNUAL CODE OF ETHICS QUESTIONNAIRE
Please explain all "No" responses to questions in Sections II and III
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Please list each company for which you are, or a member of your Immediate
Family is, a director
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Please list all Gifts you received or gave during the year covered by this
questionnaire
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Estimated
Month Giver/Receiver Gift Description Value
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(Continue on additional sheet if necessary.)
Attachment E
CONTACT PERSONS
Designated Supervisory Person
Stephen J. Shenkenberg
Designees of Designated Supervisory Person
Mary Ann Shumaker
Sharon Pomber
Legal Department
Stephen J. Shenkenberg
Mary Ann Shumaker
Julie Habrowski
Shannon Barnes
COMPLIANCE COMMITTEE
Stephen J. Shenkenberg
Peter Hoglund
Enrique Chang
Attachment F
INSIDER TRADING POLICY AND PROCEDURES
DESIGNED TO DETECT AND PREVENT INSIDER TRADING
A. POLICY STATEMENT
1. INTRODUCTION
Munder Capital Management, World Asset Management, L.L.C., and
such other companies which adopt these Policies and Procedures (all of the
foregoing entities are collectively referred to herein as "Munder") seek to
foster a reputation for integrity and professionalism. That reputation is a
vital business asset. The confidence and trust placed in Munder by clients
is something we should value and endeavor to protect. To further that goal,
the Policy Statement implements procedures to deter the misuse of material,
nonpublic information in securities transactions.
2. PROHIBITIONS
Employees are prohibited from trading, either personally or on
behalf of others (including advisory clients), on material, nonpublic
information or communicating material, nonpublic information to others in
violation of the law. This conduct is frequently referred to as "insider
trading." The receipt of the material nonpublic information may also be
characterized as issuer "selective disclosure". This policy applies to
every employee and extends to activities within and outside their duties at
Munder. Any questions regarding this policy should be referred to the Legal
Department.
3. GENERAL SANCTIONS
Trading securities while in possession of material, nonpublic
information or improperly communicating that information to others may
expose you to stringent penalties. Criminal sanctions may include a fine of
up to $1,000,000 and/or ten years imprisonment. The Securities and Exchange
Commission can recover the profits gained or losses avoided through the
violative trading, a penalty of up to three times the illicit windfall and
an order permanently barring you from the securities industry. Finally, you
may be sued by investors seeking to recover damages for insider trading
violations.
4. INSIDER TRADING DEFINED
The term "insider trading" is not defined in the federal
securities laws, but generally is used to refer to the use of material,
nonpublic information to trade in securities (whether or not one is an
"insider") or to communications of material, nonpublic information to
others. While the law concerning insider trading is not static, it is
currently understood that the law generally prohibits:
a. trading by an insider, while in possession of material,
nonpublic information;
b. trading by a non-insider, while in possession of
material, nonpublic information, where the information
either was disclosed to the non-insider in violation of
an insider's duty to keep it confidential or was
misappropriated;
c. recommending the purchase or sale of securities on the
basis of material, nonpublic information;
d. communicating material, nonpublic information to others;
or
e. providing substantial assistance to someone who is
engaged in any of the above activities.
The elements of insider trading and the penalties for such
unlawful conduct are described below. Any employee who, after reviewing
these Policies and Procedures has any question regarding insider trading
should consult with the Legal Department. Often, a single question can
forestall disciplinary action or complex legal problems.
5. TENDER OFFERS
Tender offers represent a particular concern in the law of insider
trading for two reasons. First, tender offer activity often produces
extraordinary gyrations in the price of the target company's securities.
Trading during this time period is more likely to attract regulatory
attention (and produces a disproportionate percentage of insider trading
cases). Second, the SEC has adopted a rule which expressly forbids trading
and "tipping" while in possession of material, nonpublic information
regarding a tender offer received from the tender offeror, the target
company or anyone acting on behalf of either. Employees should exercise
particular caution any time they become aware of nonpublic information
relating to a tender offer.
6. SELECTIVE DISCLOSURE DEFINED
Selective disclosure occurs when an issuer of publicly traded
securities, or person acting on its behalf, discloses material nonpublic
information to securities industry professionals, institutional investors,
and certain other persons (including portfolio managers and securities
analysts) who would reasonably be expected to trade or provide trading
advice on the basis of the information. In the event of such occurrence,
the issuer is required to make immediate or prompt (depending on whether
the disclosure was intentional) public disclosure of such information. The
regulation covers only communications by an issuer's senior management, its
investor relations professionals, and others who regularly communicate with
market professionals and security holders.
Issuer selective disclosure bears a close resemblance to insider
trading since a few individuals gain an informational edge, and the ability
to use that edge to profit, from their superior access to corporate
insiders, rather than from their skill, acumen, or diligence. Likewise,
selective disclosure as an adverse impact on market integrity by causing
investors to lose confidence in the fairness of the markets when they know
that other participants may exploit "unerodable informational advantages"
derived not from hard work or insights, but from their access to corporate
insiders. There is also the danger that corporate management to treat
material information as a commodity to be used to gain or maintain favor
with particular analysts or investors. Employees should exercise particular
caution any time they speak privately with the senior management of an
issuer or its public relations professionals to make sure they are not
obtaining material, nonpublic information. Employees may not sign
confidentiality agreements with issuers without the prior review and
approval of the Legal Department as they may be an indication of material,
nonpublic information.
7. CONTACT THE LEGAL DEPARTMENT.
To protect yourself, our clients, and Munder, you should contact
the Legal Department IMMEDIATELY if you believe that you may have received
material, nonpublic information.
B. PROCEDURES DESIGNED TO DETECT AND PREVENT INSIDER TRADING
The following procedures have been established to aid Munder and
all employees in avoiding insider trading, and to aid Munder in preventing,
detecting, and imposing sanctions against insider trading. Every employee
must follow these procedures or risk serious sanctions, including
dismissal, substantial personal liability and criminal penalties. Any
questions about these procedures should be directed to the Legal
Department.
1. INITIAL QUESTIONS.
Before trading in the securities of a company about which an
employee may have potential inside information, an employee, whether
trading for himself or herself or others, should ask himself or herself the
following questions:
a. Is the Information Material? Is this information that an
investor would consider important in making his or her
investment decisions? Is this information that would
substantially affect the market price of the securities
if generally disclosed? While an exhaustive list is not
is not possible, the following items are some types of
information or events that should be reviewed carefully
to determine whether they are material:
(1) earnings information;
(2) mergers, acquisitions, tender offers, joint
ventures, or changes in assets;
(3) new products or discoveries, or developments
regarding customers or suppliers (e.g., the
acquisition or loss of a contract);
(4) changes in control or in management;
(5) change in auditors or auditor notification that
the issuer may no longer rely on an auditor's
audit report;
(6) events regarding the issuer's securities (e.g.,
defaults on senior securities, calls of
securities for redemption, repurchase plans,
stock splits or changes in dividends, changes to
the rights of security holders, public or
private sales of additional securities); and
(7) bankruptcies or receiverships.
b. Is the Information Nonpublic? To whom has this
information been provided? Has the information been
effectively communicated to the market place by being
published in Reuters, The Wall Street Journal or other
publications of general circulation?
2. MATERIAL AND NONPUBLIC INFORMATION
If, after consideration of the above, any employee believes that
the information is material and nonpublic, or if an employee has questions
as to whether the information is material and nonpublic, he or she should
take all the following steps:
a. Report the matter immediately to the Legal Department;
b. Do not purchase or sell the Securities either on your own
behalf or on the behalf of others;
c. Do not communicate the information to anyone, other than
to the Legal Department.
d. After the Legal Department has reviewed the issue, the
employee will be instructed to continue the prohibitions
against trading and communication, or, if the Legal
Department determines that the information is not
material and nonpublic, he or she will be allowed to
trade and communicate the information.
3. CONFIDENTIALITY
Information in an employee's possession that is identified as
material and nonpublic may not be communicated to anyone, include persons
within Munder, except as otherwise provided herein. In addition, care
should be taken so that such information is secure. For example, files
containing material, nonpublic information should be sealed, access to
computer files containing material, nonpublic information should be
restricted and conversations containing such information, if appropriate at
all, should be conducted in private (for example, not by cellular telephone
to avoid potential interception).
4. ASSISTANCE OF THE LEGAL DEPARTMENT
If, after consideration of the items set forth in Section B.2.,
doubt remains as to whether information is material or nonpublic, or if
there is any unresolved question as to the applicability or interpretation
of the foregoing procedures, or as to the propriety of any action, it must
be discussed with the Legal Department before trading or communicating the
information to anyone.
5. REPORTING REQUIREMENT
In accordance with Munder's Code of Ethics, every employee must
arrange for the Legal Department to receive directly from the broker,
dealer, or bank in question, duplicate copies of each confirmation for each
reportable securities transaction and periodic statement for each brokerage
account in which such employee has a beneficial interest.
C. INSIDER TRADING EXPLANATIONS
1. WHO IS AN INSIDER?
The concept of "insider" is broad. It includes officers, directors
and employees of a company. In addition, a person can be a "temporary
insider" if he or she enters into a special confidential relationship in
the conduct of a company's affairs and as a result is given access to
information solely for the company's purposes. A temporary insider can
include, among others, a company's attorneys, accountants, consultants,
bank lending officers and the employees of such organizations. In addition,
Munder may become a temporary insider. According to the United States
Supreme Court, the company must expect the outsider to keep the disclosed
nonpublic information confidential, and the relationship must at least
imply such a duty before the outsider will be considered an insider.
2. WHAT IS MATERIAL INFORMATION?
Trading on inside information is not a basis for liability unless
the information is material. "Material information" generally is defined as
information for which there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment
decisions, or information that is reasonably certain to have a substantial
effect on the price of a company's securities. It need not be important
that it would have changed the investor's decision to buy or sell. No
simple "bright line" test exists to determine when information is material;
assessments of materiality involve a highly fact-specific inquiry. For this
reason, you should direct any question about whether information is
material to the Legal Department.
Material information often relates to a company's results and
operations including, for example, dividend changes, earnings results,
changes in previously released earnings estimates, significant merger or
acquisition proposals or agreements, major litigation, liquidation problems
and extraordinary management developments. Material information also may
relate to the market for a company's securities. Information about a
significant order to purchase or sell securities may, in some contexts, be
deemed material.
Material information does not have to relate to a company's
business. For example, the United States Supreme Court considered as
material certain information about the contents of a forthcoming newspaper
column that was expected to affect the market price of a security. In that
case, a Wall Street Journal reporter was found criminally liable for
disclosing to others the dates that reports on various companies would
appear in The Wall Street Journal and whether those reports would be
favorable or unfavorable.
3. WHAT IS NONPUBLIC INFORMATION?
Information is nonpublic until it has been effectively
disseminated broadly to investors in the market place. One must be able to
point to some fact to show that the information is generally public. For
example, information found in a report filed with the SEC, or appearing in
Dow Jones, Reuters Economic Services, The Wall Street Journal, or other
publications of general circulation would be considered public.
4. WHAT ARE THE PENALTIES FOR INSIDER TRADING?
Penalties for trading on or communicating material, nonpublic
information are severe, both for individuals involved in such unlawful
conduct and their employers. A person can be subject to some or all of the
penalties below even if he or she does not personally benefit from the
violation. Penalties include: (a) civil injunctions; (b) treble damages;
(c) disgorgement of profits; (d) jail sentences; (e) fines for the person
who committed the violation of up to three times the profit gained or loss
avoided, whether or not the person actually benefited; and (f) fines for
the employer or other controlling person of up to the greater of $
1,000,000 or three times the amount of the profit gained or loss avoided.
In addition to the foregoing, any violation of this Policy with
Respect to Insider Trading can be expected to result in serious sanctions,
including dismissal of the person or persons involved.
(10/00)
