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Exhibit 99(p)(1)
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.
[LOGO OF MUNDER CAPITAL MANAGEMENT]
November 7, 2000
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CODE OF ETHICS
Table of Contents
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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
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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
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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
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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-
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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
____________
/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.
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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.
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:
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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.
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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.
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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/
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;
__________
/2/ Note that the @Vantage Fund is not an "open-end" investment company.
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Accordingly, its shares are not exempt form the definition of a security or the
restrictions under the Code, including the pre-clearance requirements for Access
Persons.
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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
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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
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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,
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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 be 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.
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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:
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(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.
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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.
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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.
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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.
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Attachment A
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DEFINITIONS
"Access Person" shall mean: (a) every trustee, director, officer and
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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.
"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
_____________
/3/ "Control" shall be interpreted to have the same meaning as in Section
2(a)(9) of the Investment Company Act.
13
<PAGE>
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.
"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
______________
/4/ Note that @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.
14
<PAGE>
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.
15
<PAGE>
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/
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.
___________
/5/ While neither Munder not 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.
16
<PAGE>
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.
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.).
17
<PAGE>
Questions regarding the appropriateness of any gift should be directed to
the Legal Department.
18
<PAGE>
Attachment C
------------
Ctrl No: ___________________
[LOGO] 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 _____________________
--------------------------------------------------------------------------------
DATE Authorized By
--------------------------------------------------------------------------------
[_] No Open Orders Time Stamp
--------------------------------------------------------------------------------
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.
1
<PAGE>
Attachment D
------------
QUARTERLY REPORT FOR PERIOD ENDING ______________
This form must be returned to the compliance officer no later than
the 10/th/ 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 except transactions effected in an account over which neither you
nor I had any direct or indirect influence or control, if any).
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Date of Type of Number of Principal Broker, Dealer or
Transaction Transaction Title of Security Shares Price/Share Amount** Bank
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
(Use additional pages if necessary)
</TABLE>
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.
1
<PAGE>
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 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
1
<PAGE>
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)
________________________
/6/ The term "security" does not include open-end investment companies such as
the Munder Funds. However, it not include closed-end funds such as the
@Vantage Fund.
2
<PAGE>
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
3
<PAGE>
ATTACHMENT TO
ANNUAL CODE OF ETHICS QUESTIONNAIRE
Please explain all "No" responses to questions in Sections II and III
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please list each company for which you are, or a member of your Immediate Family
is, a director
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please list all Gifts you received or gave during the year covered by this
questionnaire
--------------------------------------------------------------------------------
Estimated
Month Giver/Receiver Gift Description Value
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Continue on additional sheet if necessary.)
4
<PAGE>
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
5
<PAGE>
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;
6
<PAGE>
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
7
<PAGE>
"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;
8
<PAGE>
(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).
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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
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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.
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