SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant X Filed by a party other than the registrant Check the
appropriate box:
X Preliminary proxy statement Definitive proxy statement Definitive
additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
The Munder Framlington Funds Trust
(Name of Registrant as Specified in Its Charter)
The Munder Framlington Funds Trust
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
X No fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
__ Fee paid previously with preliminary materials
__ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identifying the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
THE MUNDER FUNDS, INC.
THE MUNDER FUNDS TRUST
THE MUNDER FRAMLINGTON FUNDS TRUST
ST. CLAIR FUNDS, INC.
480 Pierce Street
Birmingham, Michigan 48009
Telephone: (800) __________
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
November 20, 1998
To the Shareholders of:
The Munder Funds, Inc.
The Munder Funds Trust
The Munder Framlington Funds Trust
St. Clair Funds, Inc.
NOTICE IS HEREBY GIVEN that a joint Special Meeting of shareholders
of The Munder Funds, Inc. (the "Company"), the Munder Funds Trust (the "Trust'),
the Munder Framlington Funds Trust ("Framlington") and St. Clair Funds, Inc.
("St. Clair") including shares of each series of the Company, the Trust,
Framlington and St. Clair (each a "Fund" and collectively the "Funds") will be
held at the offices of Munder Capital Management at 480 Pierce Street,
Birmingham, Michigan 48009, on November 20, 1998 at 10:00 (Eastern Time) for the
following purposes:
1. To consider and vote on approval or disapproval of a new Investment
Advisory Agreement for each Fund on substantially the same terms as
the Prior Investment Advisory Agreement for that Fund. (Shareholders
of each Fund will vote separately with respect to the Investment
Advisory Agreement for that Fund.)
2. To consider and vote on approval or disapproval of new Sub-Advisory
Agreements for the Framlington Funds on substantially the same terms
as the Prior Sub-Advisory Agreements for those Funds. (Shareholders
of each Framlington Fund will vote separately with respect to the
Sub-Advisory Agreement for that Fund.)
3. To transact such other business as may properly come before the
joint Special Meeting.
The Board of Directors/Trustees has fixed the close of business on
September 30, 1998 as the Record Date for determination of shareholders entitled
to notice of, and to vote at, the meeting.
EACH SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE MEETING IN PERSON
IS REQUESTED TO DATE, FILL IN, SIGN AND RETURN PROMPTLY THE ENCLOSED FORM OF
PROXY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES.
By Order of the Board of
Directors/Trustees
Lisa A. Rosen
Secretary
October __, 1998
<PAGE>
MUNDER FUNDS, INC.
MUNDER FUNDS TRUST
MUNDER FRAMLINGTON FUNDS TRUST
ST. CLAIR FUNDS, INC.
480 Pierce Street
Birmingham, Michigan 48009
800-______________
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and Notice of Joint Special Meeting with
accompanying form of proxy are being mailed to shareholders of The Munder Funds,
Inc. (the "Company"), the Munder Funds Trust (the "Trust"), the Munder
Framlington Funds Trust ("Framlington") and St. Clair Funds, Inc. ("St. Clair"),
including shares of each series of the Company, the Trust, Framlington and St.
Clair (each a "Fund" and collectively the "Funds"), on or about October, 1998.
They are being furnished in connection with the solicitation of proxies by the
Directors/Trustees of the Company, the Trust, Framlington and St. Clair for use
at the joint special meeting of shareholders on November 20, 1998, or any
adjournment thereof (the "Meeting") for the purposes set forth in the
accompanying notice of meeting.
The Boards of Directors/Trustees of the Company, the Trust,
Framlington and St. Clair are recommending that shareholders consider the
following proposals:
Proposal Funds Affected
1. To consider and vote on approval or ALL disapproval of new Investment
Advisory Agreements on substantially the same terms as the Prior Investment
Advisory Agreements
2. To consider and vote on approval or Munder Framlington
dis-approval of new Sub-Advisory International Growth Fund,
Agreements on substantially the same Munder Framlington Healthcare
terms as the Prior Sub-Advisory Fund, Munder Framlington
Agreements Emerging Markets Fund, and
Munder Framlington Global
Financial Services Fund only
3. To transact such other business as ALL may properly come before the Meeting
The annual reports for the Company, the Trust and Framlington for
the year ended June 30, 1998 and the annual reports for St. Clair for the year
ended December 31, 1997, including audited financial statements, as well as the
semi-annual reports for the Company, the Trust and Framlington for the period
ended December 31, 1997 and semi-annual report for St. Clair for the period
ended June 30, 1998 including unaudited financial statements, have previously
been sent to shareholders and are available upon request without charge by
calling the toll-free number referenced above.
If the accompanying form of proxy is executed properly and returned,
shares represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, shares
will be voted in favor of the proposals. A proxy may be revoked at any time
prior to the time it is voted by written notice to the Secretary of the Company,
the Trust, Framlington or St. Clair, or by attendance at the Meeting.
In the event that sufficient votes to approve the proposed items are
not received by 10:00 a.m. on November 20, 1998, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. In determining whether to adjourn the Meeting, the
following factors may be considered: the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any such adjournment will require an
affirmative vote by the holders of a majority of the shares present in person or
by proxy and entitled to vote at the Meeting. The persons named as proxies will
vote upon such adjournment after consideration of the best interests of all
shareholders of the Fund.
For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (that is, proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but which have
not been voted. For this reason, abstentions and broker "non-votes" will have
the effect of a "no" vote for purposes of obtaining the requisite approval of
the proposal.
Munder Capital management has retained First Data Investors Services
Group, Inc. ("First Data") to provide proxy solicitation services for the Fund.
The costs of soliciting proxies in the accompanying form, including the fees
paid to First Data, will be borne by Munder Capital Management and not the
Funds. In addition to solicitation by mail, proxies may be solicited by
Directors/Trustees, officers and regular employees and agents of the Company,
the Trust, Framlington and St. Clair without compensation. Brokerage firms and
others will be reimbursed for their expenses in forwarding proxy materials to
the beneficial owners and soliciting them to execute proxies.
In order to reduce the costs of preparing, printing and mailing the
proxy materials, the notices to shareholders having more than one account in the
Funds listed under the same social security number at a single address have been
combined. The proxy cards have been coded so that each shareholder's votes will
be counted for all such accounts.
The close of business on September 30, 1998 has been fixed as the
Record Date for the determination of shareholders entitled to notice of and to
vote at the Meeting. The following shares of each class of each Fund, $.01 par
value ($.001 for St. Clair), were outstanding as of close of business on the
Record Date:
<TABLE>
<S> <C> <C> <C> <C> <C>
Name of Fund Class A Class B Class C Class K Class Y
- ------------ ------- ------- ------- ------- -------
THE COMPANY:
Equity Funds
Munder Micro-Cap Equity Fund
Munder Mid-Cap Growth Fund
Munder Multi-Season Growth Fund
Munder Real Estate Equity Investment Fund
Munder Small-Cap Value Fund
Munder Value Fund Equity Selection Fund
Emerging Growth Fund
NetNet Fund
Munder Growth Opportunities Fund
Income Funds
Munder International Bond Fund
Munder Short Term Treasury Fund
Money Market Fund
Munder Money Market Fund
Lifestyle Funds
Munder All-Season Aggressive Fund
Munder All-Season Conservative Fund
Munder All-Season Moderate Fund
THE TRUST:
Equity Funds
Munder Accelerating Growth Fund
Munder Balanced Fund Munder Growth & Income Fund
Munder Index 500 Fund
Munder International Equity Fund
Munder Small Company Growth Fund
Income Funds
Munder Bond Fund
Munder Intermediate Bond Fund
Munder U.S. Government Income Fund
Munder Michigan Triple Tax-Free Bond Fund
Munder Tax-Free Bond Fund
Munder Tax-Free Intermediate Bond Fund
Money Market Funds
Munder Cash Investment Fund
Munder Tax-Free Money Market Fund
Munder U.S. Treasury Money Market Fund
FRAMLINGTON:
Equity Funds
Munder Framlington Emerging Markets Fund
Munder Framlington Healthcare Fund
Munder Framlington International Growth Fund
Munder Global Financial Services Fund
ST. CLAIR
Liquidity Plus Money Market Fund
Institutional S&P 500 Index Equity Fund
Institutional S&P MidCap Index Equity Fund
Institutional S&P SmallCap Index Equity Fund
Institutional Short Term Treasury Fund
Institutional Money Market
S&P 500 Index Equity Fund
S&P MidCap Index Equity Fund
S&P SmallCap Index Equity Fund
Aggregate Bond Index Fund
Foreign Equity Fund
</TABLE>
As of the Record Date, the aggregate ownership of Fund shares by all
the Directors/Trustees and officers of the Company, the Trust, Framlington and
St. Clair, as a group, and the percentage of outstanding shares represented by
such amounts, were as follows (Class A unless otherwise indicated):
Lee P. Munder and Terry H. Gardner are administrators of a pension
plan for employees of Munder Capital Management, which as of the Record Date
owned the following number and percentage of outstanding Fund shares (Class A
unless otherwise indicated):
Munder Capital Management and affiliates of Munder Capital
Management, through common ownership, owned beneficially the following number
and percentage of outstanding Fund shares (Class A unless otherwise indicated):
As of the Record Date, the following persons owned beneficially or
had the right to vote 5% or more of the outstanding shares of the Funds:
The presence in person or by proxy of the holders of a majority of
the outstanding Shares is required to constitute a quorum at the Meeting.
Approval of a New Investment Advisory Agreement or Sub-Advisory Agreement with
respect to a Fund, as set forth in Proposals I and II, will require the
affirmative vote of the holders of the lesser of either (A) 67% or more of that
Fund's shares present at the meeting if the holders of more than 50% of the
outstanding shares of the Fund are present or represented by proxy or (B) more
than 50% of the outstanding Fund shares ("1940 Act Majority").
The Company, the Trust, Framlington and St. Clair are not required
to hold annual shareholder meetings, although special meetings may be called
from time to time. Shareholder proposals to be presented at any subsequent
meeting of shareholders must be received at the office of the Company, the
Trust, Framlington or St. Clair within a reasonable time before the proxy
solicitation is made.
I. APPROVAL OR DISAPPROVAL OF NEW INVESTMENT
ADVISORY AGREEMENTS
Munder Capital Management ("MCM" or the "Investment Adviser")
currently serves as investment adviser of each of the Funds pursuant to
investment advisory agreements dated July 2, 1998, between the Investment
Adviser and the Company, the Trust, Framlington and St. Clair on behalf of each
Fund. MCM is organized as a Delaware general partnership. Prior to July 2, 1998,
the general partnership interest in MCM was owned by Old MCM, Inc. (44%), WAM
Holdings, Inc. (44%) and Munder Group L.L.C. (12%). WAM Holdings, Inc. is
wholly-owned by Comerica Inc. Mr. Lee P. Munder, Chairman of MCM, owned 83% of
Old MCM, Inc. (representing a 36% indirect interest in MCM) and 68% of Munder
Group L.L.C. (representing an 8% indirect interest in MCM). Mr. Munder, through
his ownership interest in Old MCM, Inc. and Munder Group L.L.C., owned or
controlled approximately 44% of MCM. Employees of MCM owned the remaining 12% of
MCM. On July 2, 1998, WAM Holdings II, Inc., a wholly-owned subsidiary of
Comerica Inc. purchased 85% of Old MCM, Inc.'s interest in MCM (representing a
37.4% interest in MCM) and 85% of Mr. Munder's interest in Munder Group L.L.C.
(representing a 6.9% interest in MCM) (the "Transaction"). As a result, Comerica
Inc. owns or controls approximately 88% of the partnership interests in MCM. The
Transaction may have constituted an "assignment" of the investment advisory
agreement (as defined in the 1940 Act), and therefore terminated the agreement
in accordance with its terms. The Investment Adviser proposed to the Board of
Directors/Trustees that the Company, the Trust, Framlington and St. Clair enter
into new investment advisory agreements on behalf of each Fund with the
Investment Adviser to take effect upon the closing of the Transaction.
At meetings held on April 7 and May 5, 1998, the Boards met to
consider the Transaction and its anticipated effect on the Investment Adviser
organization and investment advisory arrangements for the Funds. The
Directors/Trustees, including the Directors/Trustees who are not parties to the
Prior Investment Advisory Agreements or the New Investment Advisory Agreements
(as defined below) or interested persons (as defined in the 1940 Act) of any
such party (the "Independent Directors"), unanimously approved, subject to the
required shareholder approval described herein, proposed new investment advisory
agreements (the "New Investment Advisory Agreements") with the Investment
Adviser, on behalf of each of the Funds, and recommended approval of the New
Investment Advisory Agreements by the Funds' shareholders. A form of the New
Investment Advisory Agreements is attached as Exhibit A.
The Investment Adviser has represented to the Board of
Directors/Trustees that the Transaction would not result in any material change
to advisory services provided to the Funds, and that, subject to approval of the
New Investment Advisory Agreements by shareholders, the Transaction was not
expected to materially affect the level or quality of advisory services provided
to the Funds, and that the same personnel who currently render such services to
the Funds would continue to do so after the Transaction.
1940 Act Considerations
Section 15(a) of the 1940 Act prohibits any person from serving as an
investment adviser to a registered investment company except pursuant to a
written contract that has been approved by the shareholders of the company.
Section 15(a) also provides, as did the Prior Investment Advisory Agreements
pursuant to Section 15(a), for the automatic termination of such agreements upon
their assignment. An assignment is deemed to include any change of control of
the investment adviser. In order for the Investment Adviser to continue to
provide investment advisory services to the Funds, therefore, the shareholders
of each Fund must approve that Fund's New Investment Advisory Agreement.
Due to insufficient time to obtain consent of the Funds' shareholders
prior to the closing of the Transaction, the Company, the Trust, Framlington,
St. Clair and the Investment Adviser have obtained an order from the Securities
and Exchange Commission exempting them from compliance with Section 15(a) of the
1940 Act pending approval of the New Investment Advisory Agreements by each
Fund's shareholders. The order permitted the New Investment Advisory Agreements
to go into effect without shareholder approval and allow the Investment Adviser
to collect fees with respect to each Fund at the rates specified in the New
Investment Advisory Agreements commencing on July 2, 1998. Fees paid by the
Funds under the New Investment Advisory Agreements will be held in an
interest-bearing escrow account pending shareholder approval, which, pursuant to
the terms of the order, must be obtained no later than November 30, 1998.
If the shareholders of any Fund do not approve that Fund's New Investment
Advisory Agreement, the amount held in escrow under the New Investment Advisory
Agreement of the relevant Fund will be returned to that Fund.
In addition, the Company, the Trust, Framlington and St. Clair intend to
conform with the provisions of Section 15(f) of the 1940 Act, which provides, in
pertinent part, that an investment adviser may receive any amount or benefit in
connection with a sale of such investment adviser which results in an assignment
of an investment advisory contract if (1) for a period of three years after the
time of such event, 75% of the members of the board of directors of the
investment company which it advises are not "interested persons" (as defined in
the 1940 Act) of the new or old investment adviser; and (2) there is no "unfair
burden" imposed on the investment company as a result of the transaction.
The New and the Prior Investment Advisory Agreements
The Prior Investment Advisory Agreements for the Funds were last
approved by the Board of Directors/Trustees on May 5, 1998.
If the New Investment Advisory Agreements are approved by
shareholders, the Investment Adviser would continue to serve as investment
adviser to each Fund. The terms and conditions of the New Investment Advisory
Agreements are identical in all material respects to those of the Prior
Investment Advisory Agreements, with the exception of their effective dates and
termination dates and the escrow arrangements described above. Each of the New
Investment Advisory Agreements, if approved by the vote of the holders of a
majority of the outstanding shares of the relevant Fund (as defined in the 1940
Act), will continue in effect for a two-year period from July 2, 1998, and
thereafter from year to year, subject to approval annually by the Board of
Directors of the Company, the Trust, Framlington or St. Clair, as the case may
be, or by the vote of a 1940 Act Majority of the outstanding shares of that
Fund, and also, in either event, approval by a majority of the
Directors/Trustees, who are not parties to the New Investment Advisory
Agreements or interested persons (as defined in the 1940 Act) of any such party.
Each New Investment Advisory Agreement may be terminated, without penalty, on 60
days' written notice by the Board of Directors/Trustees, or by vote of holders
of a 1940 Act Majority of the relevant Fund's shares, or upon 90 days' written
notice by the Investment Adviser. Each New Investment Advisory Agreement will
also terminate automatically in the event of its assignment.
Under the New Investment Advisory Agreements, as under the Prior
Investment Advisory Agreements, the Investment Adviser will furnish continuing
investment supervision to the Funds and will be responsible for the management
of the Funds' portfolios. The responsibility for making decisions to buy, sell
or hold a particular security will rest with the Investment Adviser, subject to
review by the Board of Directors/Trustees. The Investment Adviser will furnish
office space, equipment and personnel in connection with the performance of its
investment management responsibilities.
Like the Prior Investment Advisory Agreements, the New Investment
Advisory Agreements provide that the Investment Adviser shall have no liability
to the Funds or any shareholder of any Fund for any error of judgment, mistake
of law, or any loss arising out of any investment or other act or omission in
the performance by the Investment Adviser of its duties under the agreement,
except for any liability, loss or damage resulting from willful misfeasance, bad
faith or gross negligence on the Investment Adviser's part or reckless disregard
of its duties under the agreement.
Advisory Fee
The fees under the New Investment Advisory Agreements are the same
as the fees under the Prior Investment Advisory Agreements for the respective
Funds. Under the New Investment Advisory Agreements, as under the Prior
Investment Advisory Agreements, the Funds will pay the Investment Adviser the
monthly fees set forth below.
<TABLE>
<S> <C> <C> <C>
Fees on Assets
Fees on Assets Between $250 Fees on Assets
up to $250 and $500 Exceeding
Million Million $500 Million
Munder Index 500 Fund.............. 0.20% 0.12% 0.07%
</TABLE>
Fees on Assets Fees on Assets
up to $500 Exceeding
Million $500 Million
Munder Multi-Season Growth Fund.... 1.00% 0.75%
<PAGE>
Fees on Assets Fees on Assets
up to $250 Exceeding
Million $250 Million
Munder Framlington Healthcare Fund and
Munder Framlington International
Growth Fund.......... 1.00% 0.75%
Fees on
Average Daily
Net Assets
Munder Micro-Cap Equity............ 1.00%
Munder Accelerating Growth Fund,
Munder Equity Selections, Emerging
Growth Fund, Munder Global
Financial Services Fund, Munder
Growth & Income Fund, Munder
International Equity Fund, Munder
Small-Cap Value Fund, Munder Small
Company Growth Fund, Munder Growth
Opportunities Fund and Munder
Framlington Global Financial
Services Fund...................... 0.75%
Munder Mid-Cap Growth Fund, Munder
Real Estate Equity Investment Fund
and Munder Value Fund.............. 0.74%
Munder Balanced Fund............... 0.65%
The Income Funds (excluding Munder
Short Term Treasury Fund).......... 0.50%
The Money Market Funds (excluding
Munder Money Market Fund).......... 0.35%
Munder Money Market Fund........... 0.40%
Munder Framlington Emerging Markets
Fund............................... 1.25%
For the fiscal year ended June 30, 1998 (and for the period from
commencement of operations to June 30, 1998 for the Global Financial Services
Fund and Growth Opportunities Fund), the Advisors received fees after waivers,
if any, of $524,133 for the Balanced Fund, $1,900,685 for the Growth & Income
Fund, $884,003 for the Index 500 Fund, $1,628,425 for the International Equity
Fund, $3,045,349 for the Small Company Growth Fund, $1,116,093 for the Bond
Fund, $2,770,357 for the Intermediate Bond Fund, $1,386,132 for the U.S. Income
Fund, $261,589 for the Michigan Bond Fund, $1,107,292 for the Tax-Free Bond
Fund, $1,542,255 for the Tax-Free Intermediate Bond Fund, $3,750,786 for the
Cash Investment Fund, $1,075,987 for the Tax-Free Money Market Fund, $470,094
for the U.S. Treasury Money Market Fund, $6,169,411 for the Multi-Season Fund,
$612,857 for the Real Estate Fund, $454,600 for the Money Market Fund,
$1,066,142 for the Value Fund, $516,840 for the International Growth Fund,
$554,427 for the Emerging Markets Fund, $143,897 for the Healthcare Fund,
$304,989 for the Micro-Cap Equity Fund, $1,028,013 for the Small-Cap Value Fund,
$135,827 for the Short-Term Treasury Fund, $253,258 for the International Bond
Fund, $62,684 for NetNet Fund, $302 for the Global Financial Services Fund and
$193 for the Growth Opportunities Fund.
For the period ended June 30, 1998, the Advisor voluntarily waived
advisory fees and/or reimbursed expenses in the amounts of $421,846 for the
Index 500 Fund, $75,264 for the Micro-Cap Equity Fund, $1,214,795 for the
Multi-Season Growth Fund, $110,473 for the Emerging Markets Fund, $112,541 for
the Healthcare Fund, $105,456 for the International Growth Fund, $62,711 for the
Short-Term Treasury Fund, $33,890 for the NetNet Fund and $2 for the Growth
Opportunities Fund.
Pursuant to a sub-advisory agreement with the Adviser, Framlington
Overseas Investment Management Limited (the "Sub-Adviser") provides sub-advisory
services to the Framlington Funds and is responsible for the management of each
Fund's portfolio, including all decisions regarding purchases and sales of
portfolio securities. For its services with regard to the Munder Framlington
International Growth Fund and the Munder Framlington Healthcare Fund, the
Adviser pays the Sub-Adviser a monthly fee equal on an annual basis of up to
0.50% of each Fund's average daily net assets up to $250 million, reduced up to
0.375% of each Fund's average daily net assets in excess of $250 million. For
its services with regard to the Munder Framlington Emerging Markets Fund, the
Adviser pays the Sub-Adviser a monthly fee equal on an annual basis of up to
0.625% of the Fund's average daily net assets. For its services with regard to
the Munder Global Financial Services Fund, the Adviser pays the Sub-Adviser a
namely fee equal on an annual basis of up to 0.375% of the Fund's average daily
net assets.
Shareholders should refer to Exhibit A for the complete terms of the
New Investment Advisory Agreements.
In the event that shareholders of a Fund do not approve the New
Investment Advisory Agreement for that Fund, the Board of Directors/Trustees of
the Company could seek to obtain for that Fund interim advisory services from
the Investment Adviser or from another advisory organization. Thereafter, the
Board of Directors would either negotiate a new investment advisory agreement
with an advisory organization selected by the Board or make other appropriate
arrangements, in either event subject to approval by the shareholders of that
Fund.
Information Regarding the Investment Adviser
The Investment Adviser is a Delaware general partnership with
principal offices at 480 Pierce Street, Birmingham, Michigan 48009. The general
partners of the Investment Adviser are WAM Holdings, Inc., WAM Holdings II,
Inc., Old MCM, Inc. and Munder Group, L.L.C. Old MCM, Inc. and Munder Group,
L.L.C. have offices at the same address as the Investment Adviser. WAM Holdings,
Inc. and WAM Holdings II, Inc. have offices at 500 Woodward Avenue, 33rd Floor,
Detroit, Michigan 48275-3391, and are wholly-owned subsidiaries of Comerica Bank
which, in turn, is a wholly-owned subsidiary of Comerica Inc., a publicly-held
bank holding company. Employees of the Investment Adviser may acquire
partnership interests in the Investment Adviser from time to time through Munder
Group, L.L.C., which was organized for that purpose.
Banking laws and regulations, including the Glass-Steagall Act as
presently interpreted by the Board of Governors of the Federal Reserve System,
prohibit a bank holding company registered under the Federal Bank Holding
Company Act of 1956 or any bank or non-bank affiliate thereof from sponsoring,
organizing, controlling or distributing the shares of a registered open-end
investment company continuously engaged in the issuance of its shares, and
prohibit banks generally from underwriting securities. However, a holding
company or affiliate, and banks generally, can act as adviser to an investment
company and can purchase shares of an investment company as agent for and upon
the order of customers. The Investment Adviser believes that it may perform the
services contemplated by the New Investment Advisory Agreement without violating
these banking laws or regulations. However, future changes in legal requirements
relating to the permissible activities of banks and their affiliates, as well as
future interpretations of current requirements, could prevent the Investment
Adviser from continuing to perform investment advisory services for the Funds.
If the Investment Adviser were prohibited from performing investment advisory
services for the Funds, it is expected that the Board of Directors/Trustees
would select another qualified firm. Any new advisory agreement would be subject
to shareholder approval.
The Evaluation By the Board of Directors/Trustees
The Board of Directors/Trustees has determined that, by approving
the New Investment Advisory Agreements on behalf of the Funds, the Funds can
best assure themselves that services currently provided by the Investment
Adviser will continue to be provided without interruption.
At meetings held on April 7, 1998 and May 5, 1998, the
Directors/Trustees considered information with respect to whether the New
Investment Advisory Agreements with the Investment Adviser were in the best
interests of the Funds and their shareholders. The Directors/Trustees
considered, among other factors, representations by the Investment Adviser that
the Transaction would not materially affect the investment advisory operations
of the Investment Adviser or the level or quality of advisory services provided
to the Funds; that, subject to Board and shareholder approval, the same
personnel at the Investment Adviser who provide services to the Funds would
continue to do so after the Transaction; that the Funds' advisory fees would not
change as a result of the Transaction; and that the Funds would not be subjected
to any unfair burden as a result of the Transaction. The Directors/Trustees also
considered the terms of the Transaction, and the resulting differences in the
ownership and control of the Investment Adviser. The Directors/Trustees also
considered, as they have in the past, the nature and quality of services
expected to be provided by the Investment Adviser and information regarding
fees, expense rates, performance and profitability. In evaluating the Investment
Adviser's ability to provide services to the Company, the Directors/Trustees
considered information as to the Investment Adviser's business organization,
financial resources and personnel and other matters, including the continuing
interests of Comerica Inc., and Mr. Munder and employees in the Investment
Adviser.
Based upon its review, the Board of Directors/Trustees concluded
that the New Investment Advisory Agreements with the Investment Adviser are
reasonable, fair and in the best interests of the Funds and their shareholders,
and that the fees provided in the New Investment Advisory Agreements are fair
and reasonable in light of the usual and customary charges made by others for
services of the same nature and quality. Accordingly, after consideration of the
above factors, and such other factors and information as it deemed relevant, the
Board of Directors/Trustees, including all of the Independent
Directors/Trustees, unanimously approved the New Investment Advisory Agreements
and voted to recommend their approval by the Funds' shareholders.
The Board of Directors/Trustees recommend that the shareholders of
each Fund vote FOR approval of the New Investment Advisory Agreements with
respect to that Fund.
<PAGE>
II. APPROVAL OR DISAPPROVAL OF NEW SUB-ADVISORY
AGREEMENTS FOR FRAMLINGTON
Pursuant to sub-advisory agreements with the Investment Adviser,
Framlington Overseas Investment Management Limited (the "Sub-Adviser") provides
sub-advisory services to the Framlington Funds and is responsible for the
management of each Fund's portfolio, including all decisions regarding purchases
and sales of portfolio securities. In the case of Munder Global Financial
Services Fund, the Investment Adviser is responsible for the selection of
securities of U.S. issuers, and the Sub-Adviser is responsible for the selection
of securities of foreign issuers. As discussed above under Proposal I, the
Transaction may have resulted in a change of control of the Investment Adviser
which may have constituted an "assignment" (as defined in the 1940 Act) of these
sub-advisory agreements (the "Prior Sub-Advisory Agreements"). As required by
the 1940 Act, the Prior Sub-Advisory Agreements provided for their automatic
termination in the event of an assignment. It was proposed to the Board of
Trustees of Framlington that Framlington enter into new sub-advisory agreements
with the adviser and Sub-Adviser to take effect upon the day of the Transaction.
On April 7, and May 5, 1998, the Board met to consider the
Transaction and its effect on the Munder organization and investment management
arrangements for Framlington. The Trustees of Framlington, including the
Independent Trustees, unanimously approved, subject to the required shareholder
approval described herein, proposed new sub-advisory agreements between the
Investment Adviser and the Sub-Adviser (the "New Sub-Advisory Agreements") for
the Framlington Funds, and recommended approval of the New Sub-Advisory
Agreements by the shareholders. A form of the New Sub-Advisory Agreements is
attached as Exhibit B.
Due to insufficient time to obtain consent of the Funds'
shareholders prior to the closing of the Transaction, Framlington, the
Investment Adviser and the Sub-Adviser obtained an order from the Securities and
Exchange Commission exempting them from compliance with Section 15(a) of the
1940 Act pending approval of the New Sub-Advisory Agreements by each Fund's
shareholders. The requested order permitted the New Sub-Advisory Agreements to
go into effect without shareholder approval and allows the Sub-Adviser to
collect fees with respect to each Fund at the rates specified in the New
Sub-Advisory Agreements commencing on July 2, 1998. Fees paid by the Investment
Adviser under the New Sub-Advisory Agreements will be held in an
interest-bearing escrow account pending shareholder approval, which, pursuant to
the terms of the application, must be obtained no later than November 30, 1998.
If the shareholders of any Fund do not approve that Fund's New
Sub-Advisory Agreement, the amount held in escrow under the New Sub-Advisory
Agreement of the relevant Fund will be returned to the Investment Adviser or
paid to the Fund if the New Investment Advisory Agreements discussed in Proposal
I are not approved. In addition, if the shareholders of any Fund do not approve
the New Sub-Advisory Agreement for that Fund and the Transaction is consummated,
the Board of Trustees of Framlington and the Investment Adviser may seek to
obtain alternative sub-advisory services for that Fund, either from the
Sub-Adviser or from another advisory organization, subject to approval by the
shareholders of that Fund.
The terms and conditions of each New Sub-Advisory Agreement are
substantially identical to those of the Prior Sub-Advisory Agreement. Each New
Sub-Advisory Agreement, became effective on July 2, 1998 and subject to
shareholder approval, will continue in effect for an initial two-year term
expiring and thereafter from year to year, subject to approval annually by the
Board of Trustees or by vote of a 1940 Act Majority of the outstanding shares of
the relevant Fund and also, in either event, approval by a majority of the
Independent Trustees at a meeting called for the purpose of voting on such
approval. Like the Prior Sub-Advisory Agreements, the New Sub-Advisory
Agreements provide that they will terminate automatically in the event of their
assignment and that they may be terminated by Framlington on behalf of a Fund,
the Investment Adviser or the Sub-Adviser on 60 days' written notice, provided
that termination by Framlington on behalf of a Fund is approved by the vote of a
majority of Framlington's Board of Trustees or by the vote of a 1940 Act
Majority of the outstanding shares of the relevant Fund.
Like the Prior Sub-Advisory Agreements for Munder Framlington
International Growth Fund and Munder Framlington Healthcare Fund, the New
Sub-Advisory Agreements for those Funds each provides that the Investment
Adviser will pay the Sub-Adviser a monthly fee equal on an annual basis to 0.50%
of the Fund's average daily net assets up to $250 million, reduced up to 0.375%
of each Fund's average daily net assets in excess of $250 million. Like the
Prior Sub-Advisory Agreement for Munder Framlington Emerging Markets Fund, the
New Sub-Advisory Agreement provides that the Investment Adviser will pay the
Sub-Adviser a fee equal on annual basis to 0.675% of the Fund's average daily
net assets. Like the Prior Sub-Advisory Agreement for Munder Framlington Global
Financial Services Fund, the New Sub-Advisory Agreement provides that the
Investment Adviser will pay the Sub-Adviser a fee equal on an annual basis of up
to 0.75% of the fund average daily net assets. During the fiscal year ended June
30, 1998, the Investment Adviser paid sub-advisory fees for the Framlington
Funds in the following amounts: International Growth Fund $257,757, Healthcare
Fund $71,144, Emerging Markets Fund $298,040 and Global Financial Services Fund
$185.
The Trustees' Recommendation
At their meetings on April 7, and May 5, 1998, the Trustees of
Framlington considered, in addition to the matters discussed above under
Proposal I, the nature and scope of services to be rendered under the New
Sub-Advisory Agreements, the performance of the Funds since commencement of
operations, the quality of the Sub-Adviser and its personnel, and the
appropriateness of the fees that are paid under the New Sub-Advisory Agreements.
Based on this review, the Trustees concluded that the sub-advisory
services are reasonably worth the full amount of the fee plus any benefits that
incidentally may accrue to the Sub-Adviser and that the terms of the New
Sub-Advisory Agreements are fair and reasonable. Accordingly, the Board of
Trustees, including a majority of the Trustees who are not parties to the New
Sub-Advisory Agreements or interested persons of any such party, unanimously
approved the New Sub-Advisory Agreements and voted to recommend their approval
by the shareholders of each Framlington Fund.
The Board of Trustees of Framlington recommend that the shareholders
of Munder Framlington Emerging Markets Fund, Munder Framlington Healthcare Fund
and Munder Framlington International Growth Fund and Munder Framlington Global
Financial Services Fund vote FOR approval of the New Sub-Advisory Agreement with
respect to that Fund.
Other Business
Management knows of no other business to be presented at the
meeting. If any additional matters should be properly presented, it is intended
that the enclosed proxy will be voted in accordance with the judgment of the
persons named in the proxy.
Administrator
State Street Bank and Trust Company ("State Street"), whose
principal business address is 225 Franklin Street, Boston, Massachusetts 02110,
serves as administrator for the Company, the Trust, Framlington and pursuant to
administration agreements (each, an "Administration Agreement"). State Street
has agreed to maintain office facilities for the Company, the Trust, Framlington
and St. Clair; provide accounting and bookkeeping services for the Funds;
oversee the computation of each Fund's net asset value, net income and realized
capital gains, if any; furnish statistical and research data, clerical services,
and stationery and office supplies; prepare and file various reports with the
appropriate regulatory agencies; and prepare various materials required by the
SEC. State Street may enter into an agreement with one or more third parties
pursuant to which such third parties will provide administrative services on
behalf of the Funds.
State Street has entered into a Sub-Administration Agreement with
the Distributor under which the Distributor provides certain administrative
services with respect to the Funds. State Street pays the Distributor a fee for
these services out of its own resources at no cost to the Funds.
Principal Underwriter
Pursuant to Underwriting Agreements with the Company, the Trust,
Framlington and St. Clair, Funds Distributor Inc., One Boston Place, Boston,
Massachusetts 02108 (the "Distributor") serves as principal underwriter of the
Funds' shares. The Distributor is a broker-dealer registered with the Securities
and Exchange Commission and is a member of the National Association of
Securities Dealers, Inc.
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN
THE ENCLOSED PROXY PROMPTLY
By Order of the Board of Directors/Trustees
Lisa A. Rosen
Secretary
September 29, 1998
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made this 2nd day of July, 1998, between The Munder Framlington
Funds Trust (the "Trust") on behalf of each Fund (collectively, the "Funds") set
forth on Schedule A attached hereto, and Munder Capital Management (the
"Advisor"), a Delaware partnership.
WHEREAS, the Trust is a Massachusetts business trust authorized to issue
shares in series and is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"), and each
Fund is a series of the Trust;
WHEREAS, the Advisor is registered as an investment advisor under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, the Trust wishes to retain the Advisor to render investment
advisory services to the Funds, and the Advisor is willing to furnish such
services to the Funds;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the Trust and the Advisor as follows:
1. Appointment
(a) The Trust hereby appoints the Advisor to act as investment advisor to
the Funds for the periods and on the terms set forth herein. The Advisor accepts
the appointment and agrees to furnish the services set forth herein for the
compensation provided herein.
(b) In the event that the Trust establishes one or more portfolios other
than the Funds listed on Schedule A attached hereto, with respect to which it
desires to retain the Investment Advisor to act as investment advisor hereunder,
it shall notify the Investment Advisor in writing. If the Investment Advisor is
willing to render such services under this Agreement it shall notify the Trust
in writing whereupon such portfolio shall become a Fund hereunder and shall be
subject to the provisions of this Agreement to the same extent as the Fund named
above except to the extent that said provisions (including those relating to the
compensation payable by the Fund to the Investment Advisor) are modified with
respect to such Fund in writing by the Trust and the Investment Advisor at the
that time.
2. Services as Investment Advisor
Subject to the general supervision and direction of the Board of Trustees
of the Trust, the Advisor will (a) provide overall management to the Funds in
accordance with each Fund's investment objective and policies as stated in the
Fund's Prospectus and the Statement of Additional Information filed with the
Securities and Exchange Commission, as they may be amended from time to time;
(b) make investment decisions for the Funds; (c) oversee the placement of
purchase and sale orders on behalf of the Funds; (d) employ professional
portfolio managers and securities analysts to provide research services to the
Funds; (e) maintain books and records with respect to each Fund's securities
transactions; and (f) provide periodic and special reports to the Board of
Trustees of the Trust, as requested. In providing those services, the Advisor
will provide the Funds with ongoing research, analysis, advice and judgments
regarding individual investments, general economic conditions and trends and
long-range investment policy. In addition, the Advisor will furnish the Funds
with whatever statistical information the Funds may reasonably request with
respect to the securities that the Funds may hold or contemplate purchasing.
The Advisor further agrees that, in performing its duties hereunder, it
will:
(a) comply with the 1940 Act and all rules and regulations thereunder and
under the Advisers Act, the Internal Revenue Code of 1986, as amended (the
"Code"), and all other applicable federal and state law and regulations, and
with any applicable procedures adopted by the Trustees;
(b) use reasonable efforts to manage each Fund so that it will qualify,
and continue to qualify, as a regulated investment company under Subchapter M of
the Code and regulations issued thereunder;
(c) maintain books and records with respect to each Fund's securities
transactions, render to the Board of Trustees of the Trust such periodic and
special reports as the Board may reasonably request, and keep the Trustees
informed of developments materially affecting each Fund's portfolio;
(d) make available to the Funds' administrator and the Trust, promptly
upon their request, such copies of its investment records and ledgers with
respect to the Funds as may be required to assist the administrator and the
Trust in their compliance with applicable laws and regulations. The Advisor will
furnish the Trustees with such periodic and special reports regarding the Funds
as they may reasonably request; and
(e) immediately notify the Trust in the event that the Advisor or any of
its affiliates: (1) becomes aware that it is subject to a statutory
disqualification that prevents the Advisor from serving as investment advisor
pursuant to this Agreement; or (2) becomes aware that it is the subject of an
administrative proceeding or enforcement action by the Securities and Exchange
Commission or other regulatory authority. The Advisor further agrees to notify
the Trust immediately of any material fact known to the Advisor respecting or
relating to the Advisor that is not contained in the Trust's Registration
Statement regarding the Funds, or any amendment or supplement thereto, but that
is required to be disclosed therein, and of any statement contained therein that
becomes untrue in any material respect.
3. Documents
The Trust has delivered properly certified or authenticated copies of each
of the following documents to the Advisor and will deliver to it all future
amendments and supplements thereto, if any:
(a) certified resolution of the Board of Trustees of the Trust authorizing
the appointment of the Advisor and approving the form of this Agreement;
(b) the Registration Statement describing the Fund as filed with the
Securities and Exchange Commission and any amendments thereto; and
(c) exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration Statement
described above.
<PAGE>
4. Brokerage
In selecting brokers or dealers to execute transactions on behalf of the
Funds, the Advisor will use its best efforts to seek the best overall terms
available. In assessing the best overall terms available for any Fund
transaction, the Advisor will consider all factors it deems relevant, including,
but not limited to, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers-dealers to execute a
particular transaction, and in evaluating the best overall terms available, the
Advisor is authorized to consider the brokerage and research services (as those
terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as
amended (the "1934 Act")) provided to the Funds and/or other accounts over which
the Advisor or its affiliates exercise investment discretion. The parties hereto
acknowledge that it is desirable for the Trust that the Advisor have access to
supplemental investment and market research and security and economic analysis
provided by brokers-dealers who may execute brokerage transactions at a higher
cost to the Trust than may result when allocating brokerage to other brokers on
the basis of seeking the most favorable price and efficient execution.
Therefore, the Advisor may cause the Fund to pay a broker-dealer which furnishes
brokerage and research services a higher commission than that which might be
charged by another broker-dealer for effecting the same transaction, provided
that the Advisor determines in good faith that such commission is reasonable in
relation the value of the brokerage and research services provided by such
broker-dealer, viewed in terms of either the particular transaction or the
overall responsibilities of the Advisor to the Fund. It is understood that the
services provided by such brokers may be useful to the Advisor in connection
with the Advisor's services to other clients. In accordance with Section 11(a)
of the 1934 Act and Rule 11a2-2(T) thereunder and subject to any other
applicable laws and regulations, the Advisor and its affiliates are authorized
to effect portfolio transactions for the Funds and to retain brokerage
commissions on such transactions.
5. Records
The Advisor agrees to maintain and to preserve for the periods prescribed
under the 1940 Act any such records as are required to be maintained by the
Advisor with respect to the Funds by the 1940 Act. The Advisor further agrees
that all records which it maintains for the Funds are the property of the Funds
and it will promptly surrender any of such records upon request.
6. Standard of Care
The Advisor shall exercise its best judgment in rendering the services
under this Agreement. The Advisor shall not be liable for any error of judgment
or mistake of law or for any loss suffered by a Fund or the Funds' shareholders
in connection with the matters to which this Agreement relates, provided that
nothing herein shall be deemed to protect or purport to protect the Advisor
against any liability to a Fund or to its shareholders to which the Advisor
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or by reason of the
Advisor's reckless disregard of its obligations and duties under this Agreement.
As used in this Section 6, the term "Advisor" shall include any officers,
Trustees, employees, or other affiliates of the Advisor performing services with
respect to a Fund.
<PAGE>
7. Compensation
In consideration of the services rendered pursuant to this Agreement, each
Fund will pay the Advisor a fee as set forth on Schedule B attached hereto. This
fee shall be computed and accrued daily and payable monthly; however, with
respect to any Fund for which the effective date of this Agreement is prior to
November 30, 1998, the fee shall be maintained in an interest-bearing escrow
account until such time as shareholders of the Fund approve the payment of fees
pursuant to this agreement. If shareholders do not approve such payment of fees
on or before November 30, 1998, the balance in the escrow account shall be paid
to the Fund. For the purpose of determining fees payable to the Advisor, the
value of a Fund's average daily net assets shall be computed at the times and in
the manner specified in the Fund's Prospectus or Statement of Additional
Information.
8. Expenses
The Advisor will bear all expenses in connection with the performance of
its services under this Agreement and will bear the costs and expenses payable
to Sub-Advisors under the Sub-Advisory Agreements. Each Fund will bear certain
other expenses to be incurred in its operation, including: taxes, interest,
brokerage fees and commissions, if any, fees of Trustees of the Trust who are
not officers, Trustees or employees of the Advisor or any Sub-Advisor;
Securities and Exchange Commission fees and state blue sky fees; charges of
custodians and transfer and dividend disbursing agents; the Fund's proportionate
share of insurance premiums; outside auditing and legal expenses; costs of
maintenance of the Fund's existence; costs attributable to investor services,
including, without limitation, telephone and personal expenses; charges of an
independent pricing service, costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing shareholders; costs of shareholders' reports and
meetings of the shareholders of the Fund and of the officers of Board of
Trustees of the Trust; and any extraordinary expenses.
9. Services to Other Companies or Accounts
The investment advisory services of the Advisor to the Funds under this
Agreement are not to be deemed exclusive, and the Advisor, or any affiliate
thereof, shall be free to render similar services to other investment companies
and clients (whether or not their investment objective and policies are similar
to those of a Fund) and to engage in activities so long as its services
hereunder are not impaired thereby.
10. Duration and Termination
This Agreement shall become effective on the date of this Agreement
provided that with respect to any Fund, this Agreement shall not take effect
unless it has been approved (a) by a vote of a majority of the Board of Trustees
of the Trust, including a majority of those Trustees who are not "interested
persons" (as defined in the 1940 Act) of any party to this Agreement cast in
person at a meeting called for the purpose of voting on such approval and (b) by
vote of a majority of that Fund's outstanding securities and shall continue in
effect with respect to the Fund, unless sooner terminated as provided herein,
for two years from such date and shall continue from year to year thereafter,
provided each continuance is specifically approved at least annually by (i) the
vote of a majority of the Board of Trustees of the Trust or (ii) a vote of a
"majority" (as defined in the 1940 Act) of the Fund's outstanding voting
securities, provided that in either event the continuance is also approved by a
majority of the Board of Trustees who are not "interested persons" (as defined
in the 1940 Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This Agreement is
terminable with respect to the Funds, or any Fund, without penalty, on sixty
(60) days' written notice by the Board of Trustees of the Trust or by vote of
the holders of a "majority" (as defined in the 1940 Act) of the shares of the
affected Funds or upon ninety (90) days' written notice by the Advisor.
Termination of this Agreement with respect to any given Fund, shall in no way
affect the continued validity of this Agreement or the performance thereunder
with respect to any other Fund. This Agreement will be terminated automatically
in the event of its "assignment" (as defined in the 1940 Act).
11. Amendment
No provision of this Agreement may be changed, waived or discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement with respect to any Fund shall be
effective until approved by an affirmative vote of (i) a majority of the
outstanding voting securities of that Fund, and (ii) a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested persons"
(as defined in the 1940 Act) of any party to this Agreement, cast in person at a
meeting called for the purpose of voting on such approval, if such approval is
required by applicable law.
12. Use of Name
It is understood that the name of Munder Capital Management or any
derivative thereof or logo associated with that name is the valuable property of
the Advisor and its affiliates, and that the Trust and each Fund have the right
to use such name (or derivable or logo) only so long as this Agreement shall
continue with respect to a given Fund. Upon termination of this Agreement, or
upon termination of this Agreement with respect to a given Fund, the Trust and
the Fund shall forthwith cease to use such name (or derivable or logo) and the
Trust shall promptly amend its Articles of Incorporation to change the Fund name
to comply herewith.
The words "The Munder Framlington Funds Trust" and "Trustees" or "Board of
Trustees" used herein refer respectively to the Trust created and the Trustees,
as trustees of the Trust but not individually or personally acting from time to
time under a Declaration of Trust dated October 30, 1996 which is hereby
referred to and a copy of which is on file at the office of the Secretary of The
Commonwealth of Massachusetts and at the principal office of the Trust. The
obligations of "The Munder Framlington Funds Trust" entered into the name or on
behalf thereof by any of the Trustees, officers, representatives or agents of
the Trust are made not individually, but in such capacities, and are not binding
upon any of the Trustees, shareholders, officers, representatives or agents of
the Trust personally, but bind only the Trust Property, and all persons dealing
with any class of shares of the Trust must look solely to the Trust Property
belonging to such class for the enforcement of any claims against the Trust.
13. Miscellaneous
(a) This Agreement constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof.
(b) Titles or captions of sections in this Agreement are inserted only as
a matter of convenience and for reference, and in no way define, limit, extend
or describe the scope of this Agreement or the intent of any provisions thereof.
(c) This Agreement may be executed in several counterparts, all of which
together shall for all purposes constitute one Agreement, binding on all the
parties.
(d) This Agreement and the rights and obligations of the parties hereunder
shall be governed by, and interpreted, construed and enforced in accordance with
the laws of the State of Michigan.
(e) If any provisions of this Agreement or the application thereof to any
party or circumstances shall be determined by any court of competent
jurisdiction to be invalid or unenforceable to any extent, the remainder of this
Agreement or the application of such provision to such person circumstance,
other than these as to which it so determined to be invalid or unenforceable,
shall not be affected thereby, and each provision hereof shall be valid and
shall be enforced to the fullest extent permitted by law.
(f) Notices of any kind to be given to the Advisor by the Trust shall be
in writing and shall be duly given if mailed or delivered to the Advisor at 480
Pierce Street, Birmingham, Michigan 48009, or at such other address or to such
individual as shall be specified by the Advisor to the Trust. Notices of any
kind to be given to the Trust by the Advisor shall be in writing and shall be
duly given if mailed or delivered to 480 Pierce Street, Birmingham, Michigan
48009, or at such the address to such individual as shall be specified by the
Trust to the Advisor.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first above
written.
THE MUNDER FRAMLINGTON FUNDS TRUST
By: /s/Lisa A. Rosen
MUNDER CAPITAL MANAGEMENT
By: /s/ Terry H. Gardner
<PAGE>
SCHEDULE A
Munder Framlington Emerging Markets Fund
Munder Framlington Healthcare Fund
Munder Framlington International Growth Fund
Munder Framlington Global Financial Services Fund
<PAGE>
SCHEDULE B
Fund Annual Fees (as a Percentage
of Average Daily Net Assets)
Munder Framlington Global Financial Services 0.75%
Fund
Munder Framlington Emerging Markets Fund 1.25%
Munder Framlington Healthcare Fund and 1.00% of net assets up to
Munder Framlington International Growth Fund $250 million; plus 0.75% of
net assets of $250 million or
more
<PAGE>
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT, made as of the 2nd day of July, 1998, among Munder Capital
Management (the "Advisor"), a Delaware partnership, Framlington Overseas
Investment Management Limited (the "Sub-Advisor"), a subsidiary of Framlington
Group Limited, a pubic holding company, incorporated in England and in Wales and
registered under the Investment Advisers Act of 1940, as amended (the "Advisers
Act"), and The Munder Framlington Funds Trust (the "Trust"), a Massachusetts
business trust and a diversified open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act").
WHEREAS, the Advisor has entered into an Investment Advisory Agreement,
dated July 2, 1998 with the Trust (the "Investment Advisory Agreement"),
pursuant to which the Advisor will act as investment advisor to the Trust;
WHEREAS, the shares of beneficial interest of the Trust are divided
into more than one separate series; and
WHEREAS, the Advisor wishes to retain the Sub-Advisor to render investment
advisory services to the portfolios of the Trust listed on Appendix A attached
hereto (the "Funds"), and the Sub-Advisor is willing to furnish such services to
the Funds;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the Trust, the Advisor and the Sub-Advisor
as follows:
1. Appointment
The Advisor hereby appoints the Sub-Advisor to act as sub-investment
advisor to the Funds for the periods and on the terms set forth herein. The
Sub-Advisor accepts the appointment and agrees to furnish the services set forth
herein for the compensation provided herein.
2. Services as Sub-Investment Advisor
Subject to the general supervision and direction of the Board of Trustees
of the Trust and the Advisor, the Sub-Advisor will (a) manage the investments of
each Fund in accordance with the Fund's investment objective and policies as
stated in the Fund's Prospectuses and the Statement of Additional Information
filed with the Securities and Exchange Commission, as they may be amended from
time to time; (b) make investment decisions for each Fund; (c) place purchase
and sale orders on behalf of each Fund; and (d) select brokers-dealers to
execute trades on behalf of the Funds.
The Sub-Advisor further agrees that, in performing its duties hereunder,
it will:
(a) comply with the 1940 Act and all rules and regulations thereunder, the
Advisers Act, the Internal Revenue Code, of 1986, as amended (the "Code"), and
all other applicable federal and state laws and regulations, and with any
applicable procedures adopted by the Trust's Trustees as advised to the
Sub-Advisor from time to time;
(b) use reasonable efforts to manage each Fund so that it will qualify,
and continue to qualify, as a regulated investment company under Subchapter M of
the Code and regulations issued thereunder;
(c) maintain books and records with respect to the Funds' securities
transactions, render to the Advisor or Board such periodic and special reports
as the Board of Trustees of the Trust may reasonably request, and keep the
Advisor and the Trustees informed of developments materially affecting the
Funds' portfolios;
(d) make available to the Funds' administrator and the Trust, promptly
upon their request, such copies of the investment records and ledgers with
respect to the Funds as may be required to assist the administrator and the
Trust in their compliance with applicable laws and regulations; and
(e) immediately notify the Trust in the event that the Sub-Advisor or any
of its affiliates: (1) becomes aware that it is subject to a statutory
disqualification that prevents the Sub-Advisor from serving as investment
advisor pursuant to this Agreement; or (2) becomes aware that it is the subject
of an administrative proceeding or enforcement action by the Securities and
Exchange Commission or other regulatory authority. The Sub-Advisor further
agrees to notify the Trust immediately of any material fact known to the
Sub-Advisor respecting or relating to the Sub-Advisor that is not contained in
the Trust's Registration Statement regarding the Funds, or any amendment or
supplement thereto, but that is required to be disclosed therein, and of any
statement contained therein that becomes untrue in any material respect.
3. Documents
The Advisor has delivered properly certified or authenticated copies of
each of the following documents to the Sub-Advisor and will deliver to it all
future amendments and supplements thereto, if any:
(a) certified resolution of the Board of Trustees of the Trust authorizing
the appointment of the Sub-Advisor and approving the form of this Agreement;
(b) the Registration Statement describing the Funds as filed with the
Securities and Exchange Commission and any amendments thereto; and
(c) exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration Statement
described above.
4. Brokerage
In selecting brokers-dealers to execute transactions on behalf of the
Funds, the Sub-Advisor will use its best efforts to seek the best overall terms
available. In assessing the best overall terms available for any Fund
transaction, the Sub-Advisor will consider all factors it deems relevant,
including, but not limited to, the breadth of the market in the security, the
price of the security, the financial condition and execution capability of the
broker-dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers-dealers to execute a
particular transaction, and in evaluating the best overall terms available, the
Sub-Advisor is authorized to consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934,
as amended (the "1934 Act")) provided to the Funds and/or other accounts over
which the Sub-Advisor or its affiliates exercise investment discretion. The
parties hereto acknowledge that it is desirable for the Trust that the
Sub-Advisor have access to supplemental investment and market research and
security and economic analysis provided by brokers-dealers who may execute
brokerage transactions at a higher cost to the Trust than may result when
allocating brokerage to other brokers on the basis of seeking the most favorable
price and efficient execution. Therefore, the Sub-Advisor may cause a Fund to
pay a broker-dealer which furnishes brokerage and research services a higher
commission than that which might be charged by another broker-dealer for
effecting the same transaction, provided that the Sub-Advisor determines in good
faith that such commission is reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer, viewed in terms
of either the particular transaction or the overall responsibilities of the
Sub-Advisor to the Funds. It is understood that the services provided by such
brokers may be useful to the Sub-Advisor in connection with the Sub-Advisor's
services to other clients. In accordance with Section 11(a) of the 1934 Act and
Rule 11a2-2(T) thereunder and subject to any other applicable laws and
regulations, the Sub-Advisor and its affiliates are authorized to effect
portfolio transactions for the Funds and to retain brokerage commissions on such
transactions.
5. Records
The Sub-Advisor agrees to maintain and to preserve for the periods
prescribed under the 1940 Act any such records as are required to be maintained
by the Sub-Advisor with respect to the Funds by the 1940 Act. The Sub-Advisor
further agrees that all records which it maintains for the Funds are the
property of the Funds and it will promptly surrender any of such records upon
request.
6. Standard of Care
The Sub-Advisor shall exercise its best judgment in rendering the services
under this Agreement. The Sub-Advisor shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Advisor, the Funds or
the Funds' shareholders in connection with the matters to which this Agreement
relates, provided that nothing herein shall be deemed to protect or purport to
protect the Sub-Advisor against any liability to the Advisor, the Funds or to
the Funds' shareholders to which the Sub-Advisor would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Sub-Advisor's reckless disregard
of its obligations and duties under this Agreement. As used in this Section 6,
the term "Sub-Advisor" shall include any officers, directors, employees, or
other affiliates of the Sub-Advisor performing services with respect to the
Funds.
7. Compensation
In consideration of the services rendered pursuant to this Agreement, the
Advisor will pay the Sub-Advisor a fee at an annual rate based on the Funds'
average daily net assets as set forth on Appendix A. This fee shall be computed
and accrued daily and payable monthly; however, with respect to any Fund for
which the effective date of this Agreement is prior to November 30, 1998, the
fee shall be maintained in an interest-bearing escrow account until such time as
shareholders of the Fund approve the payment of fees pursuant to this agreement.
If shareholders do not approve such payment of fees on or before November 30,
1998, the balance in the escrow account shall be paid to the Fund. For the
purpose of determining fees payable to the Sub-Advisor, the value of the Funds'
average daily net assets shall be computed at the times and in the manner
specified in the Funds' Prospectuses or Statement of Additional Information. As
to each Fund, if, in any fiscal year, the Advisor determines to waive fees
payable to it by the Fund or reimburse expenses to the Fund, the Sub-Advisor
will bear that portion of the fee waiver or expense reimbursement which bears
the same relation to such fee waiver or expense reimbursement as the fee payable
by the Fund to the Sub-Advisor during such year bears to the total of (i) the
annual fee payable by the Fund to the Sub-Advisor plus (ii) the annual fee
payable by the Fund to the Advisor, in each case without giving effect to the
fee waiver or expense reimbursement.
8. Expenses
The Sub-Advisor will bear all expenses in connection with the performance
of its services under this Agreement. Each Fund will bear certain other expenses
to be incurred in its operation, including: taxes, interest, brokerage fees and
commissions, if any, fees of Trustees of the Trust who are not officers,
directors, or employees of the Advisor or any Sub-Advisor; Securities and
Exchange Commission fees and state blue sky qualification fees; charges of
custodians and transfer and dividend disbursing agents; the Fund's proportionate
share of insurance premiums; outside auditing and legal expenses; costs of
maintenance of the Fund's existence; costs attributable to investor services,
including, without limitation, telephone and personal expenses; charges of an
independent pricing service; costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing shareholders; costs of shareholders' reports and
meetings of the shareholders of the Fund and of the officers or Board of
Trustees of the Trust; and any extraordinary expenses.
9. Services to Other Companies or Accounts
The investment advisory services of the Sub-Advisor to the Funds under
this Agreement are not to be deemed exclusive, and the Sub-Advisor, or any
affiliate thereof, shall be free to render similar services to other investment
companies and other clients (whether or not their investment objectives and
policies are similar to those of the Funds) and to engage in the activities, so
long as its services hereunder are not impaired thereby.
10. Duration and Termination
This Agreement shall become effective on the date first above written and
shall continue in effect, unless sooner terminated as provided herein, for two
years from such date and shall continue from year to year thereafter, provided
each continuance is specifically approved at least annually by (i) the vote of a
majority of the Board of Trustees of the Trust or (ii) a vote of a "majority"
(as defined in the 1940 Act) of each Fund's outstanding voting securities,
provided that in either event the continuance is also approved by a majority of
the Board of Trustees who are not "interested persons" (as defined in the 1940
Act) of any party to this Agreement, by vote cast in person at a meeting called
for the purpose of voting on such approval. This Agreement is terminable,
without penalty, (a) on sixty (60) days' written notice by the Board of Trustees
of the Trust or by vote of holders of a "majority" (as defined in the 1940 Act)
of each Fund's shares, (b) on 90 days' written notice by the Advisor or (c) on
ninety (90) days' written notice by the Sub-Advisor. This Agreement will be
terminated automatically in the event of its "assignment" (as defined in the
1940 Act).
All transactions already initiated hereunder at the time of termination
shall be completed in accordance with the Sub-Advisor's usual practice.
On termination, the Sub-Advisor shall be entitled to charge the Advisor no
additional fee save for:
a) a proportion of the fee, corresponding to that part of the period
by reference to which any periodic fees are payable, which has
expired at the date of termination;
b) any additional expenses which the Sub-Advisor necessarily incurs in
terminating this Agreement.
11. Amendment
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective with respect to a
Fund until approved by an affirmative vote of (i) a majority of the outstanding
voting securities of the Fund, and (ii) a majority of the Trustees of the Trust,
including a majority of Trustees who are not interested persons of any party to
this Agreement, cast in person at a meeting called for the purpose of voting on
such approval, if such approval is required by applicable law.
12. Names
It is understood that the name "Framlington Overseas Investment Management
Limited" or any derivative thereof or logo associated with that name is the
valuable property of the Sub-Advisor and its affiliates, and that each Fund has
the right to use such name (or derivative thereof or associated logo) only so
long as this Agreement shall continue with respect to that Fund. Upon
termination of this Agreement, each Fund shall forthwith cease to use such name
(or derivative thereof or associated logo) and the Trust shall promptly amend
its Declaration of Trust to change its name and the name of each Fund to comply
herewith.
The words "The Munder Framlington Funds Trust" and "Trustees" or "Board of
Trustees" used herein refer respectively to the Trust created and the Trustees,
as trustees of the Trust but not individually or personally acting from time to
time under a Declaration of Trust dated October 30, 1996 which is hereby
referred to and a copy of which is on file at the office of the Secretary of the
Commonwealth of Massachusetts and at the principal office of the Trust. The
obligations of "The Munder Framlington Funds Trust" entered into in the name or
on behalf thereof by any of the Trustees, officers, representatives or agents of
the Trust are made not individually, but in such capacities, and are not binding
upon any of the Trustees, shareholders, officers, representatives or agents of
the Trust personally, but bind only the Trust Property, and all persons dealing
with any class of shares of the Trust must look solely to the Trust Property
belonging to such class for the enforcement of any claims against the Trust.
13. Miscellaneous
(a) This Agreement constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof.
(b) Titles or captions of sections contained in this Agreement are
inserted only as a matter of convenience and for reference, and in no way
define, limit, extend or describe the scope of this Agreement or the intent of
any provisions thereof.
(c) This Agreement may be executed in several counterparts, all of which
together shall for all purposes constitute one Agreement, binding on all the
parties.
(d) This Agreement and the rights and obligations of the parties hereunder
shall be governed by, and interpreted, construed and enforced in accordance with
the laws of the State of Michigan.
(e) If any provisions of this Agreement or the application thereof to any
party or circumstances shall be determined by any court of competent
jurisdiction to be invalid or unenforceable to any extent, the remainder of this
Agreement or the application of such provision to such person or circumstance,
other than these as to which it is so determined to be invalid or unenforceable,
shall not be affected thereby, and each provision hereof shall be valid and
shall be enforced to the fullest extent permitted by law.
(f) Notices of any kind to be given to the Sub-Advisor by the Advisor
shall be in writing and shall be duly given if mailed or delivered to the
Sub-Advisor at 155 Bishopsgate, London EC2M 3XJ, England, or at such other
address or to such individual as shall be specified by the Sub-Advisor to the
Advisor. Notices of any kind to be given to the Advisor by the Sub-Advisor shall
be in writing and shall be duly given if mailed or delivered to 480 Pierce
Street, Birmingham, Michigan 48009, or at such the address or to such individual
as shall be specified by the Trust to the Sub-Advisor.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
THE MUNDER FRAMLINGTON FUNDS TRUST
Dated: July , 1998 By:
MUNDER CAPITAL MANAGEMENT
Dated: July , 1998 By:
FRAMLINGTON OVERSEAS INVESTMENT
MANAGEMENT LIMITED
Dated: July , 1998 By:
<PAGE>
APPENDIX A
Annual Fees (as a Percentage of
Funds Average Daily Net Assets)
Framlington Emerging Markets Fund 0.625%
Framlington International Growth Fund 0.50% of net
assets up to $250 million; plus 0.375%
of net assets of $250 million or more
Framlington Healthcare Fund 0.50% of net assets up to $250
million; plus 0.375% of net assets of
$250 million or more
Munder Framlington Global Financial 0.375%
Services Fund
<PAGE>
APPENDIX B
ADDITIONAL IMRO PROVISIONS
1. Framlington Overseas Investment Management (the "Sub-Advisor") is
regulated in the conduct of its investment business in the United Kingdom
by IMRO, the Investment Management Regulatory Organization.
2. Services
The Sub-Advisor will provide discretionary investment management services
for Munder Capital Management (the "Advisor"). Further details of the
services to be provided are set out in the Investment Sub-Advisory
Agreement (the "Agreement"). Such services are to be provided on the basis
that the Advisor falls within the category of non-private investor.
3. Fees
Details of the Sub-Advisory fees are set out in Clause 7. Any remuneration
received by the Sub-Advisor hereunder shall supplement any other
remuneration receivable by the Sub-Advisor in connection with transactions
effected by the Sub-Advisor with or for the Advisor under this or any
other agreement with the Advisor.
4. Termination
The provisions in respect of termination of the Agreement are set out in
Clause 10. Termination of the Agreement by either party shall be without
prejudice to the completion of any transaction already initiated which
shall be completed in accordance with market practice.
5. The Portfolio
The investment objectives and any restrictions on the types of investments
and markets in which transactions may be affected are prescribed in
applicable laws (see Clause 2 of the Agreement) and are set-out in each
prospectus for Class Y, Class K, Class A, B, C shares (the "Prospectus")
and the Statement of Additional Information or as notified to and accepted
by the Sub-Advisor in accordance with the terms of the Agreement.
6. Subject to the Prospectus and Statement of Additional Information, the
Sub-Advisor shall be entitled without prior reference to the Advisor to
effect on behalf of the Advisor transactions:
a) in investments the price of which may be being stabilized; and
b) in units in Collective Investment Schemes which are not Regulated
Collective Investment Schemes and which are not regulated in
accordance with the 1940 Act and other applicable laws.
7. The Sub-Advisor may commit the Advisor to supplement the Funds either by
borrowing or by committing the Advisor to a contract the performance of
which may require the Advisor to supplement the Funds but such borrowing
may only take place in accordance with the 1940 Act.
<PAGE>
Borrowing shall only be effected on a short-term basis ancillary to the
proper management of the Funds pending settlement of other transactions or
to protect against currency fluctuations and in any event will be in
accordance with relevant regulations and the guidelines set out in the
Prospectus.
8. Valuation, Reports and Records
The Sub-Advisor shall send to the Advisor, at least once every 6 months, a
statement of the contents and valuation of the Funds, the transactions
entered into during such period and other information required by the IMRO
Rules to be contained in such statement. Such statement may contain a
measure of performance of the Funds by reference to the appropriate
indices.
The Sub-Advisor shall forward contract notes to the administrator of the
Funds, State Street Bank and Trust Company, as soon as possible after the
transaction at the address set out in the Prospectus or to such other
address as the Advisor may provide to the Sub-Advisor for that purpose.
9. Complaints
The Sub-Advisor has in operation, and ensures compliance with, a written
procedure for the effective consideration and proper handling of any
complaints the Advisor may have. The Advisor also has the right to make a
complaint direct to the Investment Ombudsman, at 6 Fredericks Place,
London EC2R 8BT.
Such procedure ensures that (unless a complaint can be settled instantly
and directly by the representative or employee of the Sub-Advisor
responsible for the matters involved in the complaint and does not involve
sums which are material in relation to the financial circumstances of the
complainant) the complaint is considered by an officer or employee of
appropriate seniority who was not himself concerned in the matter or
(where this is not possible) by a person of appropriate standing who is
not an officer or employee of the Sub-Advisor.
10. Compensation
In the event that the Sub-Advisor is unable to meet any liabilities to the
Advisor, the Advisor can apply to the Sub-Advisor or to IMRO for a
statement describing the rights to compensation.
11. Hedging
Where a liability in one currency is to be matched by an asset in a
different currency or where all or part of the investments are denominated
in a currency other than sterling, a movement of exchange rates may have a
separate effect, unfavorable as well as favorable, on the gain or loss
otherwise experienced on the investment.
12. Investments Not Readily Realisable
In relation to any Investments Not Readily Realisable in which the Funds
may be invested, the Advisor is advised that these are not readily
realisable, that there can not be any certainty that market makers will be
prepared to deal in them and that proper information for determining their
current value may not be available. The Sub-Advisor will notify the
Advisor of any transaction in an Investment Not Readily Realisable in the
six monthly statements, or as requested by the Advisor.
13. Margined Transactions, Options, Futures and Contracts for Differences
The Sub-Advisor shall be entitled without prior reference to, or the
written consent of, the Advisor, to effect transactions in Margined
Transactions, Options, Futures and Contracts for Differences. The Advisor
is warned that the markets can be highly volatile and that such
investments may carry a high risk of loss. The Sub-Advisor will only carry
out such transactions in accordance with the Agreement, and the provisions
of the Prospectus, the Statement of Additional Information, and applicable
laws and regulations.
14. Warrants
Warrants often involve a high degree of gearing so that a relatively small
movement in the price of the security to which the warrant relates may
result in a disproportionately large movement, unfavourable as well as
favourable, in the price of the warrant.
"Investment Not Readily has the meaning assigned to it by the IMRO Rules and
includes, inter
Realisable" alia, investments (which are not life policies or
units in Regulated Collective Investment Schemes) which
are not traded on or under the rules of a recognized
investment exchange and investments which are so traded,
but not with sufficient frequency or regularity for a
reliable quoted price for such transactions to be
available.
"Margined Transactions" has the meaning assigned to it by the IMRO
Rules and includes, inter alia, a transaction relating
to a Future, an Option or a Contract for Differences
under the terms of which the Advisor may be liable to
make deposits in cash or collateral to secure
performance of obligations which he may have to perform
when the transaction fails to be completed or upon the
earlier closing out of his position.
<PAGE>
PRELIMINARY PROXY MATERIALS -- FOR SEC USE ONLY
PROXY
THE MUNDER FRAMLINGTON FUNDS TRUST
SPECIAL MEETING OF SHAREHOLDERS
November 20, 1998
The undersigned hereby appoints his attorneys and proxies with full power
of substituion to vote and act with respect to all shares of The Munder
Framlington Funds Trust ("Framlington") held by the undersigned, at the Special
Meeting of the Shareholders of the Fund to be held at 10:00 a.m., Eastern Time,
on Friday, November 20, 1998, at the offices of the Fund, 480 Pierce Street,
Birmingham, Michigan 48009, and at any adjournment thereof (the "Meeting"), and
instructs them to vote as indicated on the matters referred to in the Proxy
Statement for the Meeting, receipt of which is hereby acknowledged, with
discretionary power to vote upon such other business as may properly come before
the Meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST. The Board
of Trustees recommends that you vote FOR the following proposal:
I. To approve a new Sub-Advisory Agreement for the Funds.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy will be voted as specified. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL OF THE NOMINEES AND FOR ALL OF THE PROPOSALS
Receipt of the Notice of Special Meeting and Proxy Statement is hereby
acknowledged.
Dated , 1998
Name of Shareholder(s) -- Please print or
type
Signature(s) of Shareholder(s)
Signature(s) of Shareholder(s)
This proxy must be signed by the beneficial owner of Fund shares. If signing as
attorney, executor, guardian or in some representative capacity or as an officer
of a corporation, please, add title as such.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT IN
THE ENCLOSED POSTAGE-PAID ENVELOPE
