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Title: |
Code of Ethics for Access Persons |
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Entities: |
Freddie Mac; HSBC Investor Funds; Time Warner Inc.; Federal National Mortgage Association; Citigroup Inc. |
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Date: |
2005 |
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Size: |
Preview shows 31KB of 137KB total |
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Price: |
$59 |
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ID: |
#1928935 |
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Ethics
MCM Code of Ethics for Access Persons Page 1
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CODE OF ETHICS
For Access Persons of
The Munder Funds
and
Munder Capital Management
[MUNDER CAPITAL LOGO]
Effective May 17, 2005
{PAGE}
Ethics
MCM Code of Ethics for Access Persons Page 2
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CODE OF ETHICS
Table of Contents
{TABLE}
{S} {C}
I. INTRODUCTION................................................................. 4
A. Standards of Business Conduct for Munder Capital Management Personnel..... 4
B. General Principals of this Code of Ethics................................. 4
C. Applicability............................................................. 5
1. General Applicability of the Code...................................... 5
2. Application of the Code to Non-Interested Trustees..................... 5
3. Application of the Code to Interested Trustees......................... 5
4. Application of the Code to Personnel of Funds Sub-advised by MCM....... 6
5. Conflicts with Other Codes............................................. 6
II. RESTRICTIONS ON ACTIVITIES................................................... 6
A. Blackout Periods for Personal Trades...................................... 6
1. Pending Trades......................................................... 6
2. Seven-Day Blackout..................................................... 7
3. Exempt Transactions.................................................... 7
B. Transactions in Client Accounts of Securities In Which Portfolio
Managers Have Disclosable Interests....................................... 8
1. Pre-Clearance of Client Trades......................................... 8
2. Pre-Clearance Approval Process......................................... 10
C. Initial Public Offering and Limited Offering.............................. 11
D. Short-Term Trading........................................................ 12
1. Covered Securities..................................................... 12
2. Munder Funds Shares.................................................... 12
3. Exempt Transactions.................................................... 13
4. Return of Profits...................................................... 14
E. Gifts..................................................................... 14
1. Accepting Gifts........................................................ 14
2. Solicitation of Gifts.................................................. 14
3. Giving Gifts........................................................... 15
F. Service as a Director..................................................... 15
G. Amendments and Waivers.................................................... 15
III. COMPLIANCE PROCEDURES........................................................ 16
A. Pre-Clearance Requirements for Access Persons............................. 16
1. General Requirement.................................................... 16
2. Exempt Transactions.................................................... 16
3. Trade Authorization Requests........................................... 17
4. Representations and Warranties......................................... 18
5. Duration of Pre-Clearance Approval..................................... 18
6. Execution of Trades and Commissions.................................... 18
B. Reporting Requirements for Access Persons................................. 19
1. Brokerage Statements and Confirmations................................. 19
2. Quarterly Transaction Reports.......................................... 19
3. Initial and Annual Disclosure of Personal Holdings..................... 21
4. Certification of Compliance............................................ 21
5. Permitted Disclaimer................................................... 21
C. Distribution of the Code to Persons Subject to the Code................... 22
D. Quarterly Review.......................................................... 22
{/TABLE}
{PAGE}
Ethics
MCM Code of Ethics for Access Persons Page 3
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{TABLE}
{S} {C}
E. Reports to the Boards of Trustees/Directors............................... 22
1. Annual Reports......................................................... 22
2. Quarterly Reports...................................................... 23
IV. GENERAL POLICIES............................................................. 23
A. Anti-Fraud................................................................ 23
B. Involvement in Criminal Matters or Investment-Related Civil Proceedings... 23
V. REPORTING VIOLATIONS OF THE CODE............................................. 24
VI. SANCTIONS.................................................................... 24
VII. INVESTMENT ADVISER AND PRINCIPAL UNDERWRITER CODES........................... 24
VIII. RECORDKEEPING................................................................ 25
IX. CONFIDENTIALITY.............................................................. 25
X. OTHER LAWS, RULES AND STATEMENTS OF POLICY................................... 25
XI. FURTHER INFORMATION.......................................................... 25
{/TABLE}
Attachment A - Definitions
Attachment B - Disclosable Interest Approval Form
Attachment C-1 - Certification of Employee Transactions
Attachment C-2 - Brokerage Account Certification Statement
Attachment D-1 - Initial Report of Personal Holdings of Securities
Attachment D-2 - Annual Report of Personal Holdings of Securities
Attachment E - Annual Certification and Questionnaire
Attachment F - Contact Persons
Attachment G - Exchange-Traded Funds
Attachment H - List of Broad-Based Indices
Attachment I - Reportable Funds
{PAGE}
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MCM Code of Ethics for Access Persons Page 4
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CODE OF ETHICS
I. INTRODUCTION
A. Standards of Business Conduct for Munder Capital Management Personnel
Munder Capital Management and its division World Asset Management ("MCM")
seek to foster a reputation for integrity and professionalism. That reputation
is a vital business asset. As a registered investment adviser, MCM has a duty to
deal fairly with and act in the best interests of its clients and the personnel
of MCM have a duty to place the interests of MCM's clients ahead of their own.
The confidence and trust placed in MCM by its clients is something the personnel
of MCM should value and endeavor to protect.
To further these goals, MCM has adopted policies and procedures that
pertain to MCM's employees, officers, general partners and other persons
occupying a similar status or performing similar functions, as well as any other
persons who provide investment advice on behalf of MCM and are subject to MCM's
supervision and control. MCM's policies and procedures, including this Code of
Ethics, require the personnel of MCM to adhere to certain standards of conduct
and to comply with federal securities laws. Personnel of MCM should strive not
only to comply with MCM's policies and procedures, but to conduct themselves in
such a manner as to instill confidence and trust in MCM's clients.
B. General Principles of this Code of Ethics
This Code of Ethics ("Code") establishes rules of conduct for "Access
Persons" (as defined in Attachment A) of each of the entities comprising MCM and
the Munder Family of Funds(1) ("Munder Funds"). 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,
(1) Access Persons of MCM should always place the interests of Advisory Clients
(as defined in Attachment A) first; (2) Access Persons should 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 an Access Person's position of trust and responsibility; and (3) Access
Persons should not take inappropriate advantage of their positions.
----------
(1) The Munder Funds are comprised of various corporate entities currently
consisting of The Munder Framlington Funds Trust, the Munder @Vantage Fund and
the Munder Series Trust.
{PAGE}
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MCM Code of Ethics for Access Persons Page 5
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C. Applicability
1. General Applicability of the Code
This Code applies to all Access Persons (as defined in Attachment A)
of the Munder Funds and MCM.
2. Application of the Code to Non-Interested Trustees
This Code applies to Non-Interested Trustees (as defined in Attachment
A). However, a Non-Interested Trustee shall not be required to comply with
Sections III.A., III.B.1. and III.B.2. of this Code(2) with respect to a
personal securities transaction involving a Covered Security (as defined in
Attachment A) unless such Non-Interested Trustee, at the time of the
personal transaction, knew, or in the ordinary course of fulfilling his or
her official duties as a Trustee of a Munder Fund should have known, that
during the 15-day period immediately preceding the date of the Trustee'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
who are Access Persons solely because they are Trustees of the Munder
Funds. Specifically, the following provisions of the Code do not apply to
the Non-Interested Trustees who are Access Persons solely by reason of
their being Trustees of the Munder Funds: (i) the reporting of initial,
quarterly and annual disclosure of personal securities holdings; (ii)
restrictions relating to black-out periods, short-term trading, investments
in limited offerings and initial public offerings; and (iii) restrictions
regarding service as a director of a publicly-traded or privately held
company.
Please note that the restrictions in the Code on short-term trading in
shares of the Munder Funds by Access Persons also shall not apply to the
Non-Interested Trustees who are Access Persons solely as a result of their
being Trustees of the Munder Funds.
3. Application of the Code to Interested Trustees
This Code also applies to Interested Trustees. An Interested Trustee,
unlike a Non-Interested Trustee as described above in Section I.C.2., shall
be required to comply with Sections III.A. and III.B. of this Code with
respect to a personal securities transaction involving a Covered Security.
However, if the trustee is designated as an Interested Trustee solely
because of his or her prior business relationship with the Munder Funds or
MCM (i.e., is not "Investment Personnel", as defined in Attachment A), or
due to a direct or indirect Beneficial Ownership interest (as defined in
Attachment A) in any security issued by MCM or its parent company, the
Interested Trustee shall only
----------
(2) Sections III.A., III.B.1. and III.B.2. generally relate to the requirement
to pre-clear personal trades, provide duplicate brokerage confirmations and
statements and provide quarterly transaction reports.
{PAGE}
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MCM Code of Ethics for Access Persons Page 6
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be required to comply with the provisions of this Code relating to (a)
Quarterly Transaction Reports; and (b) Initial and Annual Holdings Reports
(as described in Section III.B.). Moreover, the provisions of this Code
regarding (i) restrictions on black-out periods and short-term trading;
(ii) restrictions on investments in limited offerings and initial public
offerings; and (iii) restrictions regarding services as a director of a
publicly-traded or privately held company, shall not apply.
Please note that the restrictions in the Code on short-term trading in
shares of the Munder Funds by Access Persons shall not apply to an
Interested Trustee solely because of such Trustee's prior business
relationship with the Munder Funds or MCM (i.e., is not "Investment
Personnel", as defined in Attachment A), or due to a direct or indirect
Beneficial Ownership interest (as defined in Attachment A) in any security
issued by MCM or its parent company.
4. Application of the Code to Personnel of Funds Sub-advised by MCM
This Code does not apply to the directors, officers and general
partners of funds for which MCM serves as a sub-adviser.
5. 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 (as defined in
Attachment A) 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's trade is a De Minimis Trade (as defined in Attachment A).
If the pending trade is a Limit Order, upon request of the Access
Person, the Designated Supervisory Person will determine the likelihood of
the Limit Order being "in the money" within the seven day blackout period.
This determination will be made by a review of the historical trading
activity, as well as information provided by the Trading
{PAGE}
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MCM Code of Ethics for Access Persons Page 7
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Department. If it is anticipated that the Limit Order is not likely to be
"in-the-money" within the seven-day blackout period, authorization may be
granted at the discretion of the Designated Supervisory Person.
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 trade in that Covered Security is executed, unless the
Advisory Client's trade is an Index Trade or the Access Person's trade is a
De Minimis Trade.
3. Exempt Transactions
The following transactions are exempt from the blackout periods
described above in Sections II.A.1. and II.A.2.:
a. 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);
b. Purchases that are effected as part of an automatic dividend
reinvestment plan, an employee stock purchase plan or program or other
automatic stock purchase plans or programs;
c. 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;
d. Purchases or sales that are non-volitional on the part of the
Access Person or a Fund;
e. Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to the
extent such rights were acquired from the issuer, and sales of such
rights so acquired;
f. Transactions in options on securities excluded from the
definition of Covered Security;
{PAGE}
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MCM Code of Ethics for Access Persons Page 8
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g. Transactions in commodities, futures, options on futures and
options on broad-based indices. Commodities, futures (including
currency futures and futures on securities comprising part of a
broad-based, publicly-traded market-based index of stocks), options on
futures, options on currencies and options on certain indices
designated by the Compliance Department as broad-based. The indices
designated by the Compliance Department as broad-based may be changed
from time to time and are listed in Attachment H. Options on indices
that are not designated as broad-based are subject to the blackout
periods; and
h. De Minimis Trades.
B. Transactions in Client Accounts of Securities In Which Portfolio
Managers Have Disclosable Interests
1. Pre-Clearance of Client Trades
a. Non-Model Portfolio Client Trades
If a portfolio manager or a member of his or her Immediate Family
(as defined in Attachment A) has a "Disclosable Interest" (as defined
in paragraph c below) in a Covered Security, then he or she must
obtain pre-clearance from the Designated Supervisory Person (or his or
her designee) before purchasing or selling a "Material" (as defined in
paragraph c. below) position in that Covered Security for Advisory
Client accounts that he or she manages (a "Proposed Client Trade")
unless:
i. the affected Advisory Client accounts follow a "Model
Portfolio" (as defined in paragraph c. below) and the
trade is caused by either a recent change in the Model
Portfolio or the portfolio manager's decision to
improve an account's alignment with the Model
Portfolio;
ii. the trade is made at an Advisory Client's request or
direction or caused by the addition or removal of funds
by an Advisory Client and such addition or removal
results in approximately proportionate purchases or
sales of all discretionary security positions in such
Advisory Client's account (subject, for example, to
normal rounding adjustments);
iii. the affected Advisory Client accounts are passively
managed to an index or Model Portfolio; or
iv. (a) delay in execution of the Proposed Client Trade
would, in the reasonable judgment of the portfolio
manager,
{PAGE}
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MCM Code of Ethics for Access Persons Page 9
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materially and adversely impact the relevant Advisory
Client accounts and (b) the portfolio manager does not
believe there are any circumstances relating to the
Proposed Client Trade that are likely to result in the
Designated Supervisory Person (or his or her designee)
failing to approve the trade based on the guidelines
provided herein. In such case, approval of the Advisory
Client trade must be sought as soon as practical, but
no later than the close of business on the day the
trade is placed for execution.
b. Model Portfolio Changes
If a portfolio manager "manages" or maintains a Model Portfolio
and has a Disclosable Interest in a Covered Security (or an equivalent
security, such as the notional value of an option on the Covered
Security), he or she must obtain pre-clearance from the Designated
Supervisory Person (or his or her designee) before making a change to
the Model Portfolio that will likely result in MCM portfolio managers
causing Advisory Client accounts to collectively purchase or sell a
Material position in that Covered Security (a "Proposed Model
Change").
c. Definitions for Section II.B.
Disclosable Interest. For the purpose of this Section II.B., a
"Disclosable Interest" in a Covered Security exists if the portfolio
manager or a member of his or her Immediate Family:
i. has or contemplates obtaining the direct or indirect
Beneficial Ownership of a Material position in a
Covered Security of an issuer (including an equivalent
security, such as the notional value of an option on
the Covered Security);
ii. has any position (employee, consultant, officer,
director, etc.) with an issuer of a Covered Security or
any of its affiliates; or
iii. has a present or proposed business relationship between
such issuer or its affiliates.
Material. For the purpose of this section II.B., a "Material"
position in a security shall mean:
i. in the case of a Covered Security then listed on the
Standard & Poor's Composite Index of 500 Stocks (the
"S&P 500"), a position with a value greater than
$30,000; and
{PAGE}
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MCM Code of Ethics for Access Persons Page 10
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ii. in the case of a Covered Security not listed on the S&P
500, a position with a value greater than $10,000.
In the case of non-Model Portfolio client trades, the size of a
purchase or sale shall be calculated by aggregating the purchases and
sales of all trades in a Covered Security for all Advisory Clients
managed by such portfolio manager on a single business day. In the
case of Model Portfolio client trades, the size of a purchase or sale
shall be calculated by aggregating the purchases and sales of all
likely trades in a Covered Security for all Advisory Clients following
such Model Portfolio on a single business day.
Model Portfolio. For the purpose of these procedures, a "Model
Portfolio" shall mean a theoretical, actively-managed portfolio of
securities maintained as a prototype for portfolio managers to follow
when managing accounts of Advisory Clients designated to be managed in
such style. Examples of Munder Model Portfolios include Demonstrated
GARP, Taxable Core, and Small Cap Growth.
2. Pre-Clearance Approval Process
The portfolio manager must submit a written request using the
Disclosable Interest Approval Form provided in Attachment B. Before
approving a Proposed Client Trade or Proposed Model Change, the Designated
Supervisory Person (or his or her designee) will review the nature and
appropriateness of the transaction, including the current intention of the
portfolio manager with respect to his or her personal holdings of the
security. Among other things, the Designated Supervisory Person (or his or
her designee) will:
o In the case of a Proposed Client Trade or Proposed Model Change
that is a purchase:
o Review the investment merits of the Proposed Client Trade or
Proposed Model Change with the CIO or, in his absence, at
least one other portfolio manager or experienced security
analyst knowledgeable about the security in question (and
not on the same portfolio management team as the portfolio
manager) to determine whether the Proposed Client Trade or
Proposed Model Change may be appropriate for the client
accounts or Model Portfolio; and
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