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Title: Code of Conduct / Conflict of Interest Policy Number: C 5
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Date: January, 2000 Page Number: 1 of 7
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CODE OF CONDUCT/CONFLICT OF INTEREST
PERSONAL TRANSACTIONS AND CONFLICTS OF INTEREST
Personal trading by any Company employee shall not interfere with or take
precedence over Company business. All Company personnel must exercise extreme
care in handling personal investments, in order to avoid actual or perceived
conflicts with the execution of orders for customers.
Specific restrictions apply to Company employees actively involved in making
investment decisions, herein referred to as "Designated Employees." This
specifically includes:
- Senior officers and Managing Directors
- Trading personnel
- Portfolio managers
- Support personnel for the above (i.e. assistants, secretaries, etc.) who
may have access to information regarding investment decisions.
- Any other persons deemed required to report such transactions as determined
by the Compliance Officer.
A personal transaction is defined as a transaction for the Designated Employee's
own account, family accounts and accounts in which he or she has discretionary
investment control in terms of purchase or disposition. This could include but
is not limited to accounts of the employee's husband, wife, minor children or
other dependent relations, or a trust in which he or she is an income or
principal beneficiary. If the person also has discretionary investment control
over family-related accounts, the definition of personal transactions would also
include discretionary transactions for sisters, brothers, parents or
parents-in-law and brothers/sisters-in-law.
THE FOLLOWING RESTRICTIONS AND PROCEDURES APPLY TO ALL COMPANY DESIGNATED
EMPLOYEES:
PROHIBITION AGAINST USE OF MATERIAL INSIDE INFORMATION
Investment personnel often have access to proprietary and market sensitive
information, through contact with company management for example, that may be
deemed to be "material inside information". Strict standards of confidentiality
must be observed in order to prevent misuse of this information and to protect
the Company's professional reputation and integrity.
"Material inside information" can be defined as any information about a company
which has not been generally disclosed to the marketplace, the dissemination of
which is likely to significantly affect the market price of the company's
securities or to be considered important by reasonable investors in determining
whether to trade in such securities.
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Title: Code of Conduct / Conflict of Interest Policy Number: C 5
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Date: January, 2000 Page Number: 2 of 7
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Employees in possession of material inside information should communicate that
information to the Compliance Officer of the Company without otherwise
discussing the information with co-workers or others. The employee is prohibited
from trading on the information or from discussing the information inside or
outside the Company until the Compliance Officer determines the information
either is not material or has been made public. The use or disclosure of such
information may subject an employee, the Company, or persons outside of the
Company to whom the information is communicated to severe liabilities, both
civil and criminal, under federal and state securities laws. The Compliance
Officer will regularly review client and employee accounts and investigate for
patterns of heavy or inappropriate trading in particular securities.
Employees are prohibited from soliciting or accepting disclosure of inside
information from fellow employees or soliciting or accepting access to files
that contain inside information.
FAIR DEALING VS. SELF DEALING
All Company personnel must act in a manner consistent with the obligation to
deal fairly with all customers when disseminating information or taking
investment action. Self-dealing for personal benefit or the benefit of the
Company at the expense of clients will not be tolerated.
FRONT RUNNING
Employees are prohibited from "front running" an order or recommendation, even
if he or she is not handling either the order or recommendation. Front running
consists of executing a personal transaction in the same or underlying
securities, options, rights, warrants, convertible securities or other related
securities in advance of corporate transactions of a similar nature based on the
knowledge of the forthcoming transaction or recommendation. For purposes of this
restriction, personal transactions which are executed seven calendar days or
less prior to a client transaction, and where the employee directly handles such
client transactions, shall be considered front running and are expressly
prohibited. Notwithstanding the above time limit, care should be taken with any
personal transaction executed for securities that the Company recommends to
clients to avoid the appearance of front running or self dealing.
RESTRICTION ON PURCHASING INITIAL PUBLIC OFFERINGS
No underwritten new or secondary issues, whether offered on a firm or best
efforts basis, may be purchased except in the open market after official
termination of the underwriting. The only exception is in the case of mutual
funds, which can be purchased on the initial offering.
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Title: Code of Conduct / Conflict of Interest Policy Number: C 5
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Date: January, 2000 Page Number: 3 of 7
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PRIVATE PLACEMENTS
No Designated Employee may acquire, directly or indirectly, any securities in a
private placement without the prior approval of the Compliance Officer, who must
be provided with full details of the proposed transaction (including
certification that the investment opportunity did not arise by virtue of the
designated person's activities on behalf of any fund advised by the Company).
TRADING
No trades may be done directly through the institutional trading desk of a
broker/dealer that also handles any of the Company's or its client's business;
only a normal retail relationship is permitted.
Short-term trading is prohibited. Short-term trading is defined to include any
combination of purchases and sales, or sales and purchases, where the securities
are held for less than 60 calendar days. You will be required to disgorge any
profits if you violate this short term trading rule. The prohibition on
short-term trading does not apply to mutual funds, including funds advised by
the Company.
Designated Employees are prohibited from executing transactions in securities
within seven days before and after a transaction for a client account for which
that person is responsible.
Designated Employees are prohibited from executing transactions in securities
for which a registered investment company advised by the Company has pending buy
or sell orders.
In order to assist employees in maintaining compliance with these provisions,
personal securities transactions MUST be pre-cleared with the compliance officer
or trading desk, with appropriate written documentation obtained. Any deviation
from these trading policies must be pre-cleared with the Compliance Officer or
General Counsel. AN EXAMPLE OF THIS FORM IS LOCATED IN THE BACK OF THIS HANDBOOK
(EXHIBIT B). If a securities transaction is not pre-cleared it will be
considered a violation.
COMERICA STOCK
Comerica stock may be purchased by employees of Munder Capital, subject to the
normal procedures contained in this policy, and any procedures that may be
directed to MCM employees by Comerica compliance personnel. Should such
procedures be received from Comerica compliance personnel, Munder employees will
be notified of appropriate changes to these procedures.
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Title: Code of Conduct / Conflict of Interest Policy Number: C 5
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Date: January, 2000 Page Number: 4 of 7
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COMMISSIONS
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.
APPOINTMENT TO INVESTMENT ADVISORY POSITION
Before taking on any position which involves giving investment advice or acting
in a fiduciary capacity, i.e., acting as an administrator, co-trustee, joining
the board of an endowment fund, etc., Designated Employees must obtain written
approval from the Compliance Officer or CEO of the Company. Annually, all
employees will be required to identify and confirm those organizations for which
they serve on Boards or with which they have other reportable relationships. AN
EXAMPLE OF THIS FORM IS LOCATED IN THE BACK OF THIS HANDBOOK. (EXHIBIT C)
REPORTING REQUIREMENTS
Within 10 days following the end of the calendar quarter, each access person
defined above must submit to the Compliance Officer a statement of all
securities purchased and sold during the previous calendar quarter.
AN EXAMPLE OF THIS FORM IS LOCATED IN THE BACK OF THIS HANDBOOK. (EXHIBIT D)
Within 10 days of becoming an access person, and annually thereafter, you will
be required to report/confirm the accounts and securities over which you are
responsible under these guidelines. Appropriate forms and reports will be
disseminated at that time. AN EXAMPLE OF THIS FORM IS LOCATED IN THE BACK OF
THIS HANDBOOK. (EXHIBIT E)
REPORTING OF PERSONAL BROKERAGE ACCOUNTS AND INVESTMENTS
Certain Designated Employees may be required to report all cash and margin
accounts and investments involving the beneficial ownership of securities to the
Compliance Officer of the Company. In addition, securities that are beneficially
owned but not held in any account must be reported to the Compliance Officer.
The Compliance Officer will determine those personnel required to submit copies
of supporting documentation (e.g., brokerage statements, confirmations, or
similar documents) on a timely basis.
Accounts to be reported could include, but are not limited to, joint accounts,
trust accounts, and investment partnerships or clubs in which the employee
participates that are eligible to trade in securities. A security could include
but is not limited to any note, stock, treasury stock, bond debenture or
evidence of indebtedness.
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Title: Code of Conduct / Conflict of Interest Policy Number: C 5
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Date: January, 2000 Page Number: 5 of 7
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Securities that you beneficially own include securities, whether or not
registered in your name, over which you can exert direct or indirect control in
terms of voting rights, purchase or disposition. This also includes securities
which you may not currently own but have the right to acquire, through the
exercise of an option, for example. Securities held in the name of other
individuals or in the name of an estate, trust or partnership, where you have
the power to directly control the purchase or sale of securities, such as the
authority to exercise voting rights or to indirectly influence such decisions,
are considered beneficially owned by you. Additionally, securities held by your
spouse, child or other relative sharing your home are considered beneficially
owned by you on the theory that, absent special circumstances, you are able to
exercise a controlling influence over the purchase, sale or voting of such
securities.
COMPLIANCE
MONTHLY REPORTING REQUIREMENTS
For those persons designated by the Compliance Officer, duplicate monthly
account statement(s), confirmations, or similar documentation of each
transaction in all accounts over which you have beneficial ownership must be
submitted to the Compliance Officer directly from the broker/custodian. Have all
duplicate transaction confirmations and/or statements mailed directly to:
Compliance Officer
Munder Capital Management
PO Box 1840
Birmingham, MI 48012-1840
In the event a securities transaction is completed without the use of a
brokerage firm, you should immediately report the transaction directly to the
Compliance Officer.
Reporting of security holdings of family members over which you do not have
beneficial ownership (i.e. securities owned by your parents, in-laws, children
above minor age not living at home) is not required. However, this information
must be provided upon request of the Compliance Officer.
Each monthly statement must include all transaction activity conducted during
the month in each account, as well as all transfers in and out of the account.
EXCLUDED TRANSACTIONS
Transactions that are specifically excluded from required reporting are:
- Transactions in securities that are direct obligations of the United
States Government.
- Any transaction involving a "non-security", i.e. savings account,
certificate of deposit, etc.
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Title: Code of Conduct / Conflict of Interest Policy Number: C 5
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Date: January, 2000 Page Number: 6 of 7
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- Transactions that are non-volitional, including, but not limited to
automatic reinvestments under dividend reinvestment plans, conversions
of stock under warrants, options or mergers.
- Transactions effected in any account over which the Designated Person
has no direct or indirect influence or control, including
discretionary accounts in which the Designated Person has no influence
or control over trades.
- Purchases or sales of options on indices.
- Transactions involving mutual funds and money market funds.
ROLE OF COMPLIANCE
The Compliance Officer or his/her designee reviews the records of all personal
accounts and securities transactions to ensure that no abuse of these guidelines
and procedures has occurred. Information collected and maintained by the
Compliance Officer is kept in strict confidence. In addition, on a case-by-case
basis, the Compliance Officer may provide advance approval of purchases or sales
which would otherwise be prohibited by this Code of Conduct upon his or her
determination that such purchase or sale is only remotely potentially harmful to
clients of the Company because such purchase or sale would be unlikely to affect
a high institutional market, or because such purchase or sale is clearly not
related economically to the securities held, purchased or sold by clients of the
Company.
RISK OF NON-COMPLIANCE
Any violation of these guidelines can be grounds for the immediate termination
of your employment at the Company. In some cases, such as the use of material
inside information, a breach may violate federal and state civil and criminal
statutes and may subject you to fines, imprisonment and/or monetary damages. You
will be expected to conduct your activities in accordance with these guidelines,
and to reaffirm each year that you have thoroughly read and understand this Code
of Conduct by signing a statement of acknowledgment.
Notwithstanding the above, in order to underscore the importance of compliance
with these provisions, the following penalties will apply to violations of these
policies (IN ADDITION TO the possible disgorging of any profits and other
sanctions noted in the above paragraph):
First violation: no monetary penalty
Second violation: $250 penalty
Any subsequent violation: appropriate disciplinary action, as determined by
the CEO and the Compliance Officer.
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Title: Code of Conduct / Conflict of Interest Policy Number: C 5
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Date: January, 2000 Page Number: 7 of 7
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SUMMARY
It is impossible to anticipate all possible conflict of interest situations that
may arise. In dealing with such situations, you should act according to the
guidelines outlined here as well as abide by legal and regulatory requirements.
When there is any doubt about the propriety of certain conduct, or if a
situation is unclear, you should seek the counsel of the Compliance Officer.
ACKNOWLEDGMENT
It shall be the responsibility of each present employee to file with the
Compliance Officer of the Company a written statement certifying that the
employee has received and reviewed this policy. Signature constitutes agreement
to abide by such Code. New employees shall complete an Acknowledgment of Receipt
coincident with employment. Statements for all employees shall be filed at
one-year intervals. AN EXAMPLE OF THIS FORM IS LOCATED IN THE BACK OF THIS
HANDBOOK. (EXHIBIT J)
