MUNDER FRAMLINGTON FUNDS TRUST, 485APOS, 1998-03-30

MUNDER FRAMLINGTON FUNDS TRUST
485APOS, 1998-03-30

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<PAGE>

As filed with the Securities and Exchange Commission
on March 30, 1998
Registration Nos. 333-15205
811-07897

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933[X]

Pre-Effective Amendment No. ---- [ ]

Post-Effective Amendment No. 4 [X]

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940[X]

Amendment No. 5 [X]

(Check appropriate box or boxes)

The Munder Framlington Funds Trust
(Exact Name of Registrant as Specified in Charter)

480 Pierce Street, Birmingham, Michigan 48009
(Address of Principal Executive Offices) (Zip code)

Registrant's Telephone Number: (248) 647-9200

Cynthia Surprise
Vice President and Associate Counsel
State Street Bank and Trust Company
1776 Heritage Drive, AFB2
North Quincy, MA 02171
(Name and Address of Agent for Service)
Copies to:

Lisa Anne Rosen, Esq. Paul R. Roye, Esq.
Munder Capital Management Dechert Price & Rhoads
480 Pierce Street 1775 Eye Street, NW
Birmingham, Michigan 48009 Washington, DC 20006

[X] It is proposed that this filing will become effective 75 days after filing
pursuant to paragraph (a)(2) of Rule 485

<PAGE>

THE MUNDER FRAMLINGTON FUNDS TRUST

CROSS-REFERENCE SHEET

Pursuant to Rule 495(a)

Prospectus for The Munder Framlington Funds Trust
(Munder Framlington Global Financial Services Fund Class A, B and C Shares)

PART A
------

ITEM HEADING
---- -------
<S> <C> <C>
1. Cover Page Cover Page

2. Synopsis Fund Highlights; Financial
Information

3. Condensed Financial Information Not Applicable

4. General Description of Cover Page; Fund Highlights; Fund
Registrant Information; Structure and
Management of Fund

5. Management of the Fund Structure and Management of Fund;
Dividends, Distributions and Taxes;
Performance

6. Capital Stock and Other Structure and Management of Fund;
Securities Purchases and Exchanges of Shares;
Redemption of Shares; Dividends,
Distributions and Taxes

7. Purchase of Securities Being Purchases and Exchanges of Shares
Offered

8. Redemption or Repurchase Redemptions of Shares

9. Pending Legal Proceedings Not Applicable
</TABLE>

<PAGE>

THE MUNDER FRAMLINGTON FUNDS TRUST

CROSS-REFERENCE SHEET

Pursuant to Rule 495(a)

Prospectus for The Munder Framlington Funds Trust
(Munder Framlington Global Financial Services Fund Class K Shares)

<TABLE>
<CAPTION>
Part A
------
Item Heading
---- -------
<S> <C> <C>
1. Cover Page Cover Page

2. Synopsis Fund Highlights; Financial
Information

3. Condensed Financial Information Not Applicable

4. General Description of Cover Page; Fund Highlights; Fund
Registrant Information; Structure and
Management of Fund

5. Management of the Fund Structure and Management of Fund;
Dividends, Distributions and Taxes;
Performance

6. Capital Stock and Other Structure and Management of Fund;
Securities Purchases and Exchanges of Shares;
Redemption of Shares; Dividends,
Distributions and Taxes

7. Purchase of Securities Being Purchases and Exchanges of Shares
Offered

8. Redemption or Repurchase Redemptions of Shares

9. Pending Legal Proceedings Not Applicable
</TABLE>

<PAGE>

THE MUNDER FRAMLINGTON FUNDS TRUST

CROSS-REFERENCE SHEET

Pursuant to Rule 495(a)

Prospectus for The Munder Framlington Funds Trust
(Munder Framlington Global Financial Services Fund Class Y Shares)

Part A
------
Item Heading
---- -------
<S> <C> <C>
1. Cover Page Cover Page

2. Synopsis Fund Highlights; Financial
Information

3. Condensed Financial Information Not Applicable

4. General Description of Cover Page; Fund Highlights; Fund
Registrant Information; Structure and
Management of Fund

5. Management of the Fund Structure and Management of Fund;
Dividends, Distributions and Taxes;
Performance

6. Capital Stock and Other Structure and Management of Fund;
Securities Purchases and Exchanges of Shares;
Redemption of Shares; Dividends,
Distributions and Taxes

7. Purchase of Securities Being Purchases and Exchanges of Shares
Offered

8. Redemption or Repurchase Redemptions of Shares

9. Pending Legal Proceedings Not Applicable
</TABLE>

<PAGE>

THE MUNDER FRAMLINGTON FUNDS TRUST

CROSS-REFERENCE SHEET
Pursuant to Rule 495(a)

Prospectus for The Munder Framlington Funds Trust
(Munder Framlington Global Financial Services Fund )

Part B
------
<S> <C> <C>
10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and See Prospectus --"Structure and
History Management of the Fund;" General;
Directors and Officers

13. Investment Objectives and Fund Investments; Investment
Policies Limitations; Portfolio Transactions

14. Management of the Fund See Prospectus --"Structure and
Management of the Fund;" Directors and
Officers; Miscellaneous

15. Control Persons and Principal See Prospectus --Holders of Securities
"Structure and Management of the
Fund;" Miscellaneous

16. Investment Advisory Services Investment Advisory Services and Other
and Other Service Arrangements; See Prospectus -
-"Structure and Management of the
Fund"

17. Brokerage Allocation and Other Portfolio Transactions

18. Capital Stock and Other See Prospectus --"Structure and
Securities Management of the Fund;" Additional
Information Concerning Shares

19. Purchase, Redemption and Additional Purchase and Redemption
Pricing of Securities Being Information; Net Asset Value;
Offered Additional Information Concerning
Shares

20. Tax Status Taxes

21. Underwriters Investment Advisory and Other Service
Arrangements

22. Calculation of Performance Performance Information
Data

23. Financial Statements Not applicable
</TABLE>

<PAGE>

THE MUNDER FRAMLINGTON FUNDS TRUST

The purpose of this Post-Effective Amendment filing is to add one new
portfolio to the Munder Framlington Funds Trust's Registration Statement, namely
the Munder Framlington Global Financial Services Fund.

The Prospectuses and Statements of Additional Information for the Munder
Framlington International Growth Fund, Munder Framlington Emerging Markets Fund
and Munder Framlington Healthcare Fund are not included in this filing.

<PAGE>

PROSPECTUS

CLASS A, CLASS B AND CLASS C SHARES

The Munder Framlington Global Financial Services Fund (the "Fund") is a
mutual fund that seeks to provide long-term capital appreciation. The Fund
invests primarily in equity securities of U.S. and foreign companies which are
principally engaged in the financial services industry. The Fund is a portfolio
of The Munder Framlington Funds Trust ("Framlington"), an open-end investment
company.

Munder Capital Management (the "Advisor") serves as investment advisor of
the Fund.

This Prospectus explains the objective, policies, risks and fees of the
Fund. You should read this Prospectus carefully before investing and retain it
for future reference. A Statement of Additional Information ("SAI") has been
filed with the Securities and Exchange Commission (the "SEC") and is
incorporated by reference into this Prospectus. The SAI may be obtained free of
charge by calling the Fund at (800) 438-5789. In addition, the SEC maintains a
web site (http://www.sec.gov) that contains the SAI and other information
regarding the Fund.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. AN
INVESTMENT IN THE FUND INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.

SECURITIES OFFERED BY THIS PROSPECTUS HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

CALL TOLL-FREE FOR SHAREHOLDER SERVICES:
(800) 438-5789

THE DATE OF THIS PROSPECTUS IS JUNE___, 1998

<PAGE>

TABLE OF CONTENTS

PAGE
----

Fund Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
What are the key facts regarding the Fund?. . . . . . . . . . . . . . . 3

Fund Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Who may want to invest in the Fund? . . . . . . . . . . . . . . . . . . 6
What are the Fund's investments and investment practices? . . . . . . . 6
What are the risks of investing in the Fund?. . . . . . . . . . . . . . 9

Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
How is the Fund's performance calculated? . . . . . . . . . . . . . . .10
Where can I obtain performance data?. . . . . . . . . . . . . . . . . .10

Purchases and Exchange of Shares . . . . . . . . . . . . . . . . . . . . . .11
Which share class should I choose for my investment?. . . . . . . . . .11
What price do I pay for shares? . . . . . . . . . . . . . . . . . . . .11
When can I purchase shares? . . . . . . . . . . . . . . . . . . . . . .14
What is the minimum required investment?. . . . . . . . . . . . . . . .14
How can I purchase shares?. . . . . . . . . . . . . . . . . . . . . . .14
How can I exchange shares?. . . . . . . . . . . . . . . . . . . . . . .15

Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
What price do I receive for redeemed shares?. . . . . . . . . . . . . .15
When can I redeem shares? . . . . . . . . . . . . . . . . . . . . . . .17
How can I redeem shares?. . . . . . . . . . . . . . . . . . . . . . . .17
When will I receive redemption amounts? . . . . . . . . . . . . . . . .18

Structure and Management of the Fund . . . . . . . . . . . . . . . . . . . .18
How is the Fund structured? . . . . . . . . . . . . . . . . . . . . . .18
Who manages and services the Fund?. . . . . . . . . . . . . . . . . . .18
What are my rights as a shareholder?. . . . . . . . . . . . . . . . . .20

Dividends, Distributions and Taxes . . . . . . . . . . . . . . . . . . . . .20
When will I receive distributions from the Fund?. . . . . . . . . . . .20
How will distributions be made? . . . . . . . . . . . . . . . . . . . .21
Are there tax implications of my investments in the Fund? . . . . . . .21

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . .22

<PAGE>

FUND HIGHLIGHTS

WHAT ARE THE KEY FACTS REGARDING THE FUND?

Q: WHAT IS THE FUND'S GOAL?

A: The Fund seeks to provide long-term capital appreciation.

Q: WHAT IS THE FUND'S STRATEGY?

A: The Fund invests primarily in equity securities of U.S. and foreign
companies which are primarily engaged in the financial services industry and
companies providing services within to the financial services industry.

Q: WHAT ARE THE FUND'S RISKS?

A: The Fund's net asset value, which is determined on every business day,
will change daily. The net asset value changes are due to many factors
including national and international economic conditions, changes in the
price of securities owned by the Fund as a result of rises and falls in the
stock market in general, perceptions about the stock of particular companies
and perceptions about particular industries. You should note that you could
lose a portion of the amount you invest in the Fund. As a result of large
investments in foreign securities, the Fund is riskier than a domestic fund
due to factors such as freezes on convertibility and differences in
accounting and reporting standards, less government regulation and greater
volatility. Also, this Fund concentrates its investment in a single industry
and could experience larger price fluctuations than a fund invested in a
broader range of industries.

Q: WHAT ARE THE OPTIONS FOR INVESTMENT IN THE FUND?

A: The Fund has registered five classes of shares: Class A, B, C, K and Y.
Class K and Class Y Shares, which are only offered to institutional and other
qualified investors, are offered in other prospectuses.

MAXIMUM FRONT END MAXIMUM
CLASS RULE 12B-1 FEES* SALES LOAD** CDSC***
------- ---------------- ----------------- -------
<S> <C> <C> <C>

Class A 0.25% 5.5% None+
Class B 1% None 5%
Class C 1% None 1%, if redeemed within
1 year of purchase

__________________

</TABLE>

* An annual fee for distributing shares and servicing shareholder accounts
based on the Fund's average daily net assets.

** A one-time fee charged at the time of purchase of shares. The fee
declines based on the amount you invest.

*** A contingent deferred sales charge ("CDSC") is a one-time fee charged at
the time of redemption. The fee declines based on the length of time you
hold the shares.

+ A CDSC of 1% is imposed on certain redemptions of Class A Shares if
redeemed within one year of purchase.

If you invest over $250,000, you must buy Class A or Class C Shares.

Q: HOW DO I BUY AND SELL SHARES OF THE FUND?

A: Funds Distributor, Inc. (the "Distributor") sells shares of the Fund.
You may purchase shares from the Distributor through broker-dealers or other
financial institutions or from the Fund's transfer agent, First Data Investor
Services Group, Inc. (the "Transfer Agent"), by mailing the attached Account
Application Form with a check to the Transfer Agent. You must invest at
least $250 ($50 through the Automatic Investment Plan) initially and at least
$50 for subsequent purchases.

Shares may be redeemed (sold back to the Fund) by mail or by telephone.

<PAGE>

You may also acquire the Fund's shares by exchanging shares of the same
class of other funds of Framlington, The Munder Funds, Inc. (the "Company") and
The Munder Funds Trust (the "Trust"), and may exchange Fund shares for shares of
the same class of other funds of Framlington, the Company and the Trust.

Q: WHAT SHAREHOLDER PRIVILEGES DOES THE FUND OFFER?

A: CLASS A SHARES CLASS B SHARES CLASS C SHARES
-------------- -------------- --------------
<S> <C> <C> <C>

AUTOMATIC INVESTMENT PLAN AUTOMATIC INVESTMENT PLAN AUTOMATIC INVESTMENT PLAN
AUTOMATIC WITHDRAWAL PLAN AUTOMATIC WITHDRAWAL PLAN AUTOMATIC WITHDRAWAL PLAN
RETIREMENT PLANS RETIREMENT PLANS RETIREMENT PLANS
TELEPHONE EXCHANGES TELEPHONE EXCHANGES TELEPHONE EXCHANGES
RIGHTS OF ACCUMULATION REINVESTMENT PRIVILEGE REINVESTMENT PRIVILEGE
LETTER OF INTENT
QUANTITY DISCOUNTS
REINVESTMENT PRIVILEGE

</TABLE>

Q: WHEN AND HOW ARE DISTRIBUTIONS MADE?

A: Dividend distributions are made from the dividends and interest earned
on investments. The Fund pays dividends at least annually and distributes
capital gains at least annually. Unless you elect to receive distributions
in cash, all dividends and capital gains distributions will be automatically
used to purchase additional shares of the Fund.

Q: WHO MANAGES THE FUND'S ASSETS?

A: Munder Capital Management is the Fund's investment advisor. The Advisor
provides overall investment management services for the Fund. Framlington
Overseas Investment Management Limited (the "Sub-Advisor") is responsible for
all purchases and sales of securities held by the Fund.

FINANCIAL INFORMATION

SHAREHOLDER TRANSACTION EXPENSES (1)

The purpose of this table is to assist you in understanding the expenses
a shareholder in the Fund will bear directly.

<TABLE>
<CAPTION>
Class A Class B Class C
Shares Shares Shares
------- ------- -------
<S> <C> <C> <C>
Maximum Sales Charge on Purchase (as a % of Offering Price)......... 5.5%(2) None None
Sales Charge Imposed on Reinvested Dividends........................ None None None
Maximum Deferred Sales Charge....................................... None(3) 5%(4) None(5)
Redemption Fees (6)................................................. None None None
Exchange Fees....................................................... None None None

</TABLE>

________________

Notes:
(1) Does not include fees which institutions may charge for services they
provide to you.
(2) The sales charge declines as the amount invested increases.
(3) A 1% CDSC applies to redemption of Class A Shares within one year of
purchase that were purchased with no initial sales charge as part of an
investment of $1,000,000 or more.
(4) The CDSC payable upon redemption of Class B Shares declines over time.
(5) A 1% CDSC applies to redemptions of Class C Shares within one year of
purchase.
(6) The Fund's transfer agent may charge a fee of $7.50 for wire redemptions
under $5,000.

<PAGE>

FUND OPERATING EXPENSES

The purpose of this table is to assist you in understanding the expenses
charged directly to the Fund, which investors in the Fund will bear
indirectly for the current fiscal year. Such expenses include payments to
Trustees, auditors, legal counsel and service providers (such as the
Advisor), registration fees and distribution fees. The fees shown below are
estimated for the Fund's current fiscal year. Because of the 12b-1 fee,
you may over the long term pay more than the amount of the maximum permitted
front-end sales charge.

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

Class A Class B Class C
Shares Shares Shares
------- ------- -------
<S> <C> <C> <C>
Advisory Fees................................... .75% .75% .75%
12b-1 Fees...................................... .25% 1.00% 1.00%
Other Expenses.................................. [ ]% [ ]% [ ]%
Total Fund Operating Expenses................... [ ]% [ ]% [ ]%

</TABLE>

EXAMPLE

This example shows the amount of expenses you would pay (directly or
indirectly) on a $1,000 investment in the Fund assuming (1) a 5% annual
return and (2) redemption at the end of the following time periods (including
the deduction of the deferred sales charge, if any) and (3) no redemption at
the end of the time periods. THIS EXAMPLE IS NOT A REPRESENTATION OF PAST OR
FUTURE PERFORMANCE OR OPERATING EXPENSES; ACTUAL PERFORMANCE OR OPERATING
EXPENSES MAY BE LARGER OR SMALLER THAN THOSE SHOWN.

Class A Class B Class C
Shares Shares Shares
------- ------- -------
<S> <C> <C> <C>

1 Year
- Redemption.......................... $[ ] $[ ] $[ ]
- No Redemption....................... $[ ] $[ ] $[ ]
3 Years
- Redemption.......................... $[ ] $[ ] $[ ]
- No Redemption....................... $[ ] $[ ] $[ ]

</TABLE>
FUND INFORMATION

This Prospectus describes Class A, Class B and Class C Shares of the
Fund. This section summarizes the Fund's principal investments. The sections
entitled "What are the Fund's Investments and Investment Practices?" and
"What are the Risks of Investing in the Fund?" and the SAI give more
information about the Fund's investment techniques and risks.

GOAL AND PRINCIPAL INVESTMENTS. The Fund's goal is to provide long-term
capital appreciation. Under normal market conditions, the Fund invests at
least 65% of its assets in equity securities of U.S. and foreign companies
which are principally engaged in the financial services industry and
companies providing services primarily within the financial services
industry. The Fund focuses specifically on companies which are likely to
benefit from growth or consolidation in the financial services industry.

<PAGE>

Examples of companies in the financial services industry are:
-commercial, industrial and investment banks
-savings and loan associations
-brokerage companies
-consumer and industrial finance companies
-real estate and leasing companies
-insurance companies
-holding companies for each of the above

A company is "principally engaged" in the financial services industry if
at least 50% of its gross income, net sales or net profits comes from
activities in the financial services industry or if the company dedicates
more than 50% of its assets to the production of revenues from the financial
services industry.

Under normal market conditions, the Fund invests at least 65% of its
assets in at least three different countries, including the United States.

The Sub-Advisor allocates assets among countries based on its analysis
of the trends in the financial services industry in particular regions, the
relative valuation of financial services companies in different regions and
its assessment of the prospects for a particular equity market and its
currency.

PORTFOLIO MANAGEMENT. A committee of professional managers employed
by the Sub-Advisor makes decisions for the Fund.

WHO MAY WANT TO INVEST IN THE FUND?

The Fund may be appropriate for investors who want to pursue growth
aggressively by concentrating a portion of their investment on domestic and
foreign securities within the financial services industry. The Fund is
designed for those investors who are actively interested in, and can accept
the risks of, industry-focused investing. Because of its narrow focus, the
performance of the Fund is closely tied to and affected by, the financial
services industry.

WHAT ARE THE FUND'S INVESTMENTS AND INVESTMENT PRACTICES?

The Fund will invest in EQUITY SECURITIES which includes common stocks,
preferred stocks, warrants and other securities convertible into common
stocks. Many of the common stocks the Fund will buy will not pay dividends;
instead, stocks will be bought for the potential that their prices will
increase, providing capital appreciation for the Fund. The value of Equity
Securities will fluctuate due to many factors, including the past and
predicted earnings of the issuer, the quality of the issuer's management,
general market conditions, the forecasts for the issuer's industry and the
value of the issuer's assets. Holders of Equity Securities only have rights
to value in the company after all the debts have been paid, and they could
lose their entire investment in a company that encounters financial
difficulty. Warrants are rights to purchase securities at a specified time
at a specified price.

The Fund may invest in FOREIGN SECURITIES. Foreign Securities are
securities issued by non-U.S. companies and governments. Investments in
Foreign Securities are riskier than investments in U.S. companies because (i)
foreign companies may be subject to different accounting, auditing and
financial reporting standards than U.S. companies, (ii) there is generally
less public information available about foreign companies, (iii) there may be
less governmental regulation and supervision of foreign stock exchanges,
securities markets and companies and (iv) foreign securities may be less
liquid and more volatile than U.S. securities markets.

The Fund may purchase AMERICAN DEPOSITARY RECEIPTS ("ADRS"), EUROPEAN
DEPOSITARY RECEIPTS ("EDRS") AND GLOBAL DEPOSITARY RECEIPTS ("GDRS"). ADRs
are issued by U.S. financial institutions and EDRs and GDRs are issued by
European financial institutions. They are receipts evidencing ownership of
underlying Foreign Securities.

<PAGE>

The Fund may invest in FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS,
which are obligations of the Fund to purchase or sell a specific currency at
a future date at a set price. These contracts may decrease the Fund's loss
due to a change in currency value, but also limit gains from currency changes.

The Fund may invest in FUTURES CONTRACTS AND OPTIONS ON FUTURES
CONTRACTS. Futures contracts are contracts in which the Fund agrees, at
maturity, to make delivery of or receive securities, the cash value of an
index or foreign currency. Futures contracts and options on futures contracts
are used for hedging purposes or to maintain liquidity. The Fund may not
purchase or sell a futures contract unless immediately after any such
transaction the sum of the aggregate amount of margin deposits on its
existing futures positions and the amount of premiums paid for related
options is 5% or less of its total assets. The Fund will set aside cash or
other liquid securities to "cover" the Fund's position in futures. See the
SAI for more details and additional limitations.

The Fund may purchase or sell OPTIONS. The Fund may buy options giving
it the right to require a buyer to buy a security held by the Fund (put
options), buy options giving it the right to require a seller to sell
securities to the Fund (call options), sell (write) options giving a buyer
the right to require the Fund to buy securities from the buyer or write
options giving a buyer the right to require the Fund to sell securities to
the buyer during a set time at a set price. Options may relate to stock
indices, individual securities, foreign currencies or futures contracts. See
the SAI for more details and additional limitations.

The Fund may purchase securities on a "WHEN-ISSUED" basis and may
purchase or sell securities on a "FORWARD COMMITMENT" basis. Although the
price to be paid by the Fund is set at the time of the agreement, the Fund
usually does not pay for the securities until they are received. The value of
securities may change between the time the price is set and payment. When
the Fund purchases securities for future delivery, the Fund's custodian will
set aside cash or liquid securities to "cover" the Fund's position. The Fund
does not intend to purchase securities for future delivery for speculative
purposes.

The Fund may enter into REPURCHASE AGREEMENTS. Under a repurchase
agreement, the Fund agrees to purchase securities from a seller and the
seller agrees to repurchase the securities at a later time, typically within
seven days, at a set price. The seller agrees to set aside collateral at
least equal to the repurchase price. This ensures that the Fund will receive
the purchase price at the time it is due, unless the seller defaults or
declares bankruptcy, in which event the Fund will bear the risk of possible
loss due to adverse market action or delays in liquidating the underlying
obligation.

The Fund may invest in REVERSE REPURCHASE AGREEMENTS. Under a reverse
repurchase agreement, the Fund sells securities and agrees to buy them back
later at an agreed upon time and price. Reverse repurchase agreements are
used to borrow money for temporary purposes.

The Fund may LEND SECURITIES to broker-dealers and other financially
sound institutional investors who will pay the Fund for the use of the
securities, thus potentially increasing the Fund's returns. The borrower
must set aside cash or liquid securities equal to the value of the securities
borrowed at all times during the terms of the loan. Loans may not exceed 25%
of the value of the Fund's total assets. Risks involved in such transactions
include possible delay in recovering the loaned securities and possible loss
of the securities or the collateral if the borrower fails financially.

The Fund may buy shares of registered MONEY MARKET FUNDS. The Fund will
bear a portion of the expenses of any investment company whose shares they
purchase, including operating costs and investment advisory, distribution and
administration fees. These expenses would be in addition to the Fund's own
expenses. The Fund may invest up to 10% of its assets in other investment
companies and no more than 5% of its assets in any one investment company.

The Fund may invest in CASH EQUIVALENTS, which are high-quality,
short-term money market instruments including, among other things, commercial
paper, bankers' acceptances and negotiable certificates of deposit of banks
or savings and loan associations, short-term corporate obligations and
short-term securities issued by, or guaranteed by, the U.S. Government and
its agencies or instrumentalities. These instruments will be used primarily
pending investment, to meet anticipated redemptions or as a temporary
defensive measure. If the Fund is investing defensively, it may not be
pursuing its investment objective.

<PAGE>

The Fund may purchase FIXED INCOME SECURITIES. Fixed Income Securities
are securities which either pay interest at set times at either fixed or
variable rates, or which realize a discount upon maturity. Fixed Income
Securities include corporate bonds, debentures, notes and other similar
corporate debt instruments, zero coupon bonds (discount debt obligations that
do not make interest payments) and variable amount master demand notes that
permit the amount of indebtedness to vary in addition to providing for
periodic adjustments in the interest rate.

The Fund may invest in LOWER-RATED DEBT SECURITIES. Lower-Rated Debt
Securities are securities which are rated below investment grade by Standard
& Poor's Ratings Service ("S&P"), Moody's Investors Service, Inc. ("Moody's")
or other nationally recognized rating agency. Lower-Rated Debt Securities
are considered riskier than investment grade securities. The Fund may invest
up to 5% of its assets in lower-rated convertible securities, lower-rated
corporate bonds or commercial paper. These high yield, high risk securities
are commonly referred to as junk bonds.

The Fund may purchase U.S. GOVERNMENT SECURITIES, which are securities
issued by, or guaranteed by, the U.S. Government or its agencies or
instrumentalities. Such securities include U.S. Treasury bills, which have
initial maturities of less than one year, U.S. Treasury notes, which have
initial maturities of one to ten years, U.S. Treasury bonds, which generally
have initial maturities of greater than ten years, and obligations of the
Federal Home Loan Mortgage Corporation, Federal National Mortgage Association
and Government National Mortgage Association.

The Fund may invest up to 15% of the value of its net assets in ILLIQUID
SECURITIES. Illiquid Securities are securities for which there is no ready
market, which inhibits the ability to sell them and obtain their full market
value, or which are legally restricted as to their resale by the Fund.

The Fund may invest in ASSET-BACKED SECURITIES which include debt
securities backed by mortgages, installment sales contracts and credit card
receivables.

The Fund may invest in STRIPPED SECURITIES which include participation
in trusts that hold U.S. Treasury and agency securities which represent
either the interest payments or principal payments on the securities or
combinations of both.

The Fund may invest in REAL ESTATE INVESTMENT TRUSTS ("REITS") which are
companies, usually traded publicly, that manage a portfolio of real estate.
Risks involved in such investments include vulnerability to decline in real
estate prices and new construction rates.

The Fund may make SHORT SALES of securities. A Short Sale is a
transaction in which the Fund sells a security it does not own in
anticipation that the market price of that security will decline. When the
Fund makes a short sale, it must borrow the security sold short and deliver
it to the broker-dealer through which it made the short sale as collateral
for its obligation to deliver the security upon conclusion of the sale. The
Fund may also sell securities that it owns or has the right to acquire at no
additional cost but does not intend to deliver to the buyer, a practice known
as selling short "against the box." See the SAI for more details.

The Fund may BORROW MONEY in an amount up to 5% of its assets for
temporary purposes and in an amount up to 33 1/3% of its assets to meet
redemptions. This is a "fundamental" policy which only can be changed by
shareholders.

Under SEC regulations, the Fund may not invest more than 5% of its total
assets in the equity securities of any company that derives more than 15% of
its revenues from brokerage or investment management activities.

The Fund is classified as a "diversified fund" which means that with
respect to 75% of its assets, the Fund cannot invest more than 5% of its
assets in a single issuer (other than the U.S. Government and its agencies and
instrumentalities). In addition, the Fund cannot invest more than 25% of its
assets in a single issuer.

<PAGE>

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Investing in the Fund may be less risky than investing in individual
stocks due to the diversification of investing in a portfolio of many
different stocks; however, such diversification does not eliminate all risks.
Because the Fund invests mostly in Equity Securities, rises and falls in the
stock market in general, as well as in the value of particular Equity
Securities held by the Fund, can affect the Fund's performance. Your
investment in the Fund is not guaranteed. The net asset value of the Fund
will change daily and you might not recoup the amount you invest in the Fund.

Consistent with a long-term investment approach, investors in the Fund
should be prepared and able to maintain their investments during periods of
adverse market conditions. By itself, the Fund does not constitute a
balanced investment program and there is no guarantee that the Fund will
achieve its investment objective since there is uncertainty in every
investment.

A fund's risk is mostly dependent on the types of securities it
purchases and its investment techniques. The Fund is authorized to use
options, futures and forward foreign currency exchange contracts, which are
types of derivative instruments. Derivative instruments are instruments that
derive their value from a different underlying security, index or financial
indicator. The use of derivative instruments exposes the Fund to additional
risks and transaction costs. Risks inherent in the use of derivative
instruments include: (1) the risk that interest rates, securities prices and
currency markets will not move in the direction that a portfolio manager
anticipates; (2) imperfect correlation between the price of derivative
instruments and movements in the prices of the securities, interest rates or
currencies being hedged; (3) the fact that skills needed to use these
strategies are different than those needed to select portfolio securities;
(4) inability to close out certain hedged positions to avoid adverse tax
consequences; (5) the possible absence of a liquid secondary market for any
particular instrument and possible exchange-imposed price fluctuation limits,
either of which may make it difficult or impossible to close out a position
when desired; (6) leverage risk, that is, the risk that adverse price
movements in an instrument can result in a loss substantially greater than
the Fund's initial investment in that instrument (in some cases, the
potential loss is unlimited); and (7) particularly in the case of
privately-negotiated instruments, the risk that the counterparty will not
perform its obligations, which could leave the Fund worse off than if it had
not entered into the position.

Investing in the Fund, with its larger investment in Foreign Securities,
may involve more risk than investing in a U.S. fund for the following
reasons: (1) there may be less public information available about foreign
companies than is available about U.S. companies; (2) foreign companies are
not generally subject to the uniform accounting, auditing and financial
reporting standards and practices applicable to U.S. companies; (3) foreign
markets have less volume than U.S. markets, and the securities of some
foreign companies are less liquid and more volatile than the securities of
comparable U.S. companies; (4) there may be less government regulation of
stock exchanges, brokers, listed companies and banks in foreign countries
than in the United States; (5) the Fund may incur fees on currency exchanges
when it changes investments from one country to another; (6) the Fund's
foreign investments could be affected by expropriation, confiscatory
taxation, nationalization of bank deposits, establishment of exchange
controls, political or social instability or diplomatic developments;
(7) fluctuations in foreign exchange rates will affect the value of the
Fund's portfolio securities, the value of dividends and interest earned,
gains and loses realized on the sale of securities, net investment income and
unrealized appreciation or depreciation of investments; and (8) possible
imposition of dividend or interest withholding by a foreign country.

Financial services companies are subject to extensive governmental
regulation which may limit both the amount and types of loans and other
financial commitments they can make, and the interest rates and fees they can
charge. Profitability is largely dependent on the availability and cost of
capital funds, and can fluctuate significantly when interest rates change.
Credit losses resulting from financial difficulties of borrowers can
negatively impact the industry. Insurance companies may be subject to severe
price competition. Legislation is currently being considered which would
reduce the separation between commercial and investment banking businesses.
If enacted this could significantly impact the industry and the Fund. The
Fund may be riskier than a fund investing in a broader range of industries.

Although securities of large and well-established companies in the
financial services industry will be held in the Fund's portfolio, the Fund
also will invest in medium, small and/or newly-public companies which may be
subject to greater share price fluctuations and declining growth,
particularly in the event of rapid changes in the industry and/or increased
competition. Securities of those smaller and/or less seasoned companies may,
therefore, expose shareholders of the Fund to above-average risk.

<PAGE>

To the extent that the Fund invests in illiquid securities, the Fund
risks not being able to sell securities at the time and the price that it
would like. The Fund may therefore have to lower the price, sell substitute
securities or forego an investment opportunity, each of which might adversely
affect the Fund.

The risks of various investment techniques the Fund uses are described
in more detail in the SAI.

PERFORMANCE

HOW IS THE FUND'S PERFORMANCE CALCULATED?

There are various ways in which the Fund may calculate and report its
performance. Performance is calculated separately for each class of shares.

One method is to show the Fund's total return. Cumulative total return
is the percentage change in the value of an amount invested in a class of
shares of the Fund over a stated period of time and takes into account
reinvested dividends plus in the case of Class A Shares, the payment of the
maximum sales charge and, in the case of Class B and Class C Shares, the
maximum CDSC. Cumulative total return most closely reflects the actual
performance of the Fund. However, a shareholder who opts to receive
dividends in cash, a Class A shareholder who paid a sales charge lower than
5.5%, or a Class B or C shareholder who paid lower than the maximum CDSC will
have a different return than the reported performance.

Average annual total return refers to the average annual compounded
rates of return over a specified period on an investment in shares of the
Fund determined by comparing the initial amount invested to the ending
redeemable value of the amount, taking into account reinvested dividends, the
payment of the maximum sales charge on Class A Shares, and the payment of the
maximum CDSC on Class B and Class C Shares.

The Fund may also publish its current yield. Yield is the net
investment income generated by a share of the Fund during a 30-day period
divided by the maximum offering price per share on the 30th day. "Maximum
offering price" includes the sales charge for Class A Shares.

The Fund may sometimes publish total returns that do not take into
account sales charges and such returns will be higher than returns which
include sales charges. You should be aware that (i) past performance does
not indicate how the Fund will perform in the future; and (ii) the Fund's
return and net asset value will fluctuate, so you cannot use the Fund's
performance data to compare it to investments in certificates of deposit,
savings accounts or other investments that provide a fixed or guaranteed
yield.

The Fund may compare its performance to that of other mutual funds, such
as the performance of mutual funds reported by Lipper Analytical Services,
Inc. or information reported in national financial publications such as
MORNINGSTAR, INC., MONEY MAGAZINE, FORBES, BARRON'S, THE WALL STREET JOURNAL
and THE NEW YORK TIMES, or in local or regional publications. The Fund may
also compare its total return to broad-based indices. These indices show the
value of selected portfolios of securities (assuming reinvestment of interest
and dividends) which are not managed by a portfolio manager. The Fund may
report how they are performing in comparison to the Consumer Price Index, an
indication of inflation reported by the U.S. Government.

WHERE CAN I OBTAIN PERFORMANCE DATA?

The WALL STREET JOURNAL and certain local newspapers report information
on the performance of mutual funds. In addition, performance information is
contained in the Fund's annual report dated June 30 of each year and
semi-annual report dated December 31 of each year, which will automatically
be mailed to shareholders. To obtain copies of financial reports or
performance information, call (800) 438-5789.

<PAGE>

PURCHASES AND EXCHANGES OF SHARES

WHICH SHARE CLASS SHOULD I CHOOSE FOR MY INVESTMENT?

The Fund offers Class A, Class B and Class C Shares. Each Class has its
own cost structure, allowing you to choose the one that best meets your
requirements given the amount of your purchase and the intended length of
your investment. You should consider both ongoing annual expenses and
initial or contingent deferred sales charges in estimating the costs of
investing in a particular class of shares.

CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
- Front end sales - No front end sales - No front end sales
charge. There are charge. All your charge or CDSC,
several ways to money goes to work except for a CDSC
reduce these sales for you right away. for redemptions made
charges. within the first
year after
- Lower annual - Higher annual investing. All your
expenses than Class expenses than Class money goes to work
B and Class C A Shares. for you right away.
Shares.

- A CDSC on shares you - Shares do not
sell within six convert to another
years of purchase. class.

- Automatic conversion - Higher annual
to Class A Shares expenses than Class
approximately six A Shares.
years after
issuance, thus
reducing future
annual expenses.

- CDSC is waived for
certain redemptions.

</TABLE>

The Fund also issues Class K and Class Y Shares, which have different
sales charges, expense levels and performance. Class K and Class Y Shares
are available to limited types of investors. Call (800) 438-5789 to obtain
more information concerning Class K and Class Y Shares.

WHAT PRICE DO I PAY FOR SHARES?

Class A Shares are sold at the "net asset value next determined" by the
Fund plus any "applicable sales charge" and Class B and Class C Shares are
sold at the "net asset value next determined" by the Fund. These terms are
explained below. You should be aware that broker-dealers (other than the
Fund's Distributor) may charge investors additional fees if shares are
purchased through them.

NET ASSET VALUE. Except in certain limited circumstances, the Fund
determines its net asset value ("NAV") on each day the New York Stock
Exchange ("NYSE") is open for trading (a "Business Day") at the close of such
trading (normally 4:00 p.m. Eastern time). The Fund calculates NAV
separately for each class of shares. The "net asset value next determined"
is the NAV calculated at 4:00 p.m. on the day the purchase order for shares
is received, if the purchase order is received prior to or at 4:00 p.m., and
is the net asset value calculated at 4:00 p.m. on the next Business Day, if
the purchase order is received after 4:00 p.m. NAV is calculated by totaling
the value of all of the assets of the Fund allocated to a particular class of
shares, subtracting the Fund's liabilities and expenses charged to that class
and dividing the result by the number of shares of that class outstanding.

<PAGE>

APPLICABLE SALES CHARGE. Except in the circumstances described below,
you must pay a sales charge at the time of purchase of Class A Shares. The
sales charge as a percentage of your investment decreases as the amount you
invest increases. The current sales charge rates and commissions paid to
selected dealers are as follows:

SALES CHARGE
AS A PERCENTAGE OF DEALER REALLOWANCE
------------------ AS A PERCENTAGE OF THE
YOUR INVESTMENT NET ASSET VALUE INVESTMENT
--------------- --------------- --------------
<S> <C> <C> <C>
Less than $25,000................. 5.50% 5.82% 5.00%
$25,000 but less than $50,000...... 5.25% 5.54% 4.75%
$50,000 but less than $100,000..... 4.50% 4.71% 4.00%
$100,000 but less than $250,000.... 3.50% 3.63% 3.25%
$250,000 but less than $500,000.... 2.50% 2.56% 2.25%
$500,000 but less than $1,000,000.. 1.50% 1.52% 1.25%
$1,000,000 or more................. None* None* (see below)**
</TABLE>
__________________

* No initial sales charge applies on investments of $1 million or more.
However, a CDSC of 1% is imposed on certain redemptions within one year
of purchase.

** The Distributor will pay a 1% commission to dealers who initiate and are
responsible for purchases of $1 million or more.

The Distributor may pay the entire commission to dealers. If that
occurs, the dealer may be considered an "underwriter" under Federal
securities laws.

SALES CHARGE WAIVERS. We will waive the initial sales charge on sales
of Class A Shares to the following types of purchasers:

(1) individuals with an investment account or relationship with the
Advisor;

(2) full-time employees and retired employees of the Advisor, employees
of the Fund's services providers and immediate family members of such
persons;

(3) registered broker-dealers that have entered into selling
agreements with the Distributor, for their own accounts or for
the retirement plans for their employees or sold to registered
representatives for full-time employees (and their families)
that certify to the Distributor at the time of purchase that
such purchase is for their own account (or for the benefit of
their families);

(4) certain qualified employee benefit plans as described
below;

(5) individuals who reinvest a distribution from a qualified
retirement plan for which the Advisor serves as an investment
advisor;

(6) individuals who reinvest the proceeds of redemptions from
Class Y Shares of the Fund of Framlington, the Company or
Trust, within 60 days of redemption;

(7) banks and other financial institutions that have entered
into agreements with Framlington, the Company or the Trust to
provide shareholder services for customers ("Customers")
(including Customers of such banks and other financial
institutions, and the immediate family members of such
Customers);

(8) fee-based financial planners or employee benefit plan
consultants acting for the accounts of their clients;

(9) employer sponsored retirement plans which are
administered by Universal Pensions, Inc. ("UPI Plans"); and

(10) employer sponsored 401(k) plans that are administered by
Merrill Lynch Group Employee Services ("Merrill Lynch Plans")
which meet the criteria described below under "Qualified
Employer Sponsored Retirement Plan".

<PAGE>

QUALIFIED EMPLOYER SPONSORED RETIREMENT PLANS

We will waive the initial sales charge on purchases of Class A Shares by
employer sponsored retirement plans that are qualified under Section 401(a)
or Section 403(b) of the Code (each, a "Qualified Employee Benefit Plan")
that (1) invest $1,000,000 or more in Class A Shares of investment portfolios
offered by Framlington, the Company or the Trust or (2) have at least 75
eligible plan participants. In addition, we will waive the CDSC 1% charged
on certain redemptions within one year of purchase for Qualified Employee
Benefit Plan purchases that meet the above criteria. A 1% commission will be
paid by the Distributor to dealers and other entities (as permitted by
applicable Federal and state law) who initiate and are responsible for
Qualified Employee Benefit Plan purchases that meet the above criteria. For
purposes of this sales charge waiver, Simplified Employee Pension Plans
("SEPs"), Individual Retirement Accounts ("IRAs") and UPI Plans are not
considered to be Qualified Employee Benefit Plans.

We will also waive (i) the initial sales charge on Class A Shares on
purchases by UPI Plans or employees participating in an employer-sponsored or
administered retirement program operating under Section 408A of the Code and
(ii) the CDSC of 1% imposed on certain redemptions within one year of
purchase for these accounts. The Distributor will pay a 1% commission to
dealers and others (as permitted by applicable Federal and state law) who
initiate and are responsible for UPI Plan purchases.

We will waive the initial sales charge for all investments by Merrill
Lynch Plans if (i) the Plan is recordkept on a daily valuation basis by
Merrill Lynch Group Employee Services ("Merrill Lynch") and, on the date the
plan sponsor ("the Plan Sponsor") signs the Merrill Lynch Recordkeeping
Service Agreement, the Plan has $3 million or more in assets invested in
broker/dealer funds not advised or managed by Merrill Lynch Asset Management,
L.P. ("MLAM") that are made available pursuant to a Services Agreement
between Merrill Lynch and the Fund's principal underwriter or distributor and
in funds advised or managed by MLAM (collectively, the "Applicable
Investments"); or (ii) the Plan is recordkept on a daily valuation basis by
an independent recordkeeper whose services are provided through a contract or
alliance arrangement with Merrill Lynch, and on the date the Plan Sponsor
signs the Merrill Lynch Recordkeeping Service Agreement, the Plan has $3
million or more in assets, excluding money market funds, invested in
Applicable Investments; or (iii) the Plan has 500 or more eligible employees,
as determined by the Merrill Lynch plan conversion manager, on the date the
Plan Sponsor signs the Merrill Lynch Recordkeeping Service Agreement.

SALES CHARGE REDUCTIONS. You may qualify for reduced sales charges in
the following cases:

- LETTER OF INTENT. If you intend to purchase at least $25,000 of Class
A, Class B and Class C Shares of the Fund you may wish to complete the
Letter of Intent Section of your Account Application Form. By doing
so, you agree to invest a certain amount over a 13-month period. You
would pay a sales charge on any Class A Shares you purchase during the
13 months based on the total amount to be invested under the Letter of
Intent. You can apply any investments you made in any of the funds
during the preceding 90-day period toward fulfillment of the Letter of
Intent (although there will be no refund of sales charge you paid
during the 90-day period). You should inform the Transfer Agent that
you have a Letter of Intent each time you make an investment.

You are not obligated to purchase the amount specified in the
Letter of Intent. If you purchase less than the amount specified,
however, you must pay the difference between the sales charge paid
and the sales charge applicable to the purchases actually made.
The Custodian will hold such amount in escrow. The Custodian will
pay the escrowed funds to your account at the end of the 13 months
unless you do not complete your intended investment.

- QUANTITY DISCOUNTS. You may combine purchases of Class A Shares that
are made by you, your spouse, your children under age 21 and your IRA
when calculating the sales charge. You must notify your broker or
the Transfer Agent to qualify.

<PAGE>
- RIGHT OF ACCUMULATION. You may add the value of any shares of
non-money market funds of Framlington, the Company or the Trust you
already own to the amount of your next Class A Shares investment for
purposes of calculating the sales charge at the time of current
purchase. You must notify your broker or the Transfer Agent to
qualify.

Certain brokers may not offer these programs or may impose conditions on
use of these programs. You should consult with your broker prior to
purchasing the Fund's shares.

For further information on the sales charge waivers and reductions call
the Fund at (800) 438-5789.

WHEN CAN I PURCHASE SHARES?

Shares of the Fund are sold on a continuous basis and can be purchased
on any Business Day.

WHAT IS THE MINIMUM REQUIRED INVESTMENT?

The minimum initial investment for Class A, Class B and Class C Shares
of the Fund is $250 and subsequent investments must be at least $50.
Purchases in excess of $250,000 must be for Class A or Class C Shares.

HOW CAN I PURCHASE SHARES?

You can purchase Class A, Class B and Class C Shares in a number of
different ways. You may place orders directly through the Distributor or the
Transfer Agent or through arrangements with your authorized broker.

- BY BROKER. Any broker authorized by the Distributor can sell you
shares of the Fund. Please note that brokers may charge you fees for
their services.

- BY MAIL. You may open an account by mailing a completed and signed
Account Application Form and a check or other negotiable bank draft
(payable to The Munder Funds) for $250 or more to: THE MUNDER FUNDS,
C/O FIRST DATA INVESTOR SERVICES GROUP, P.O. BOX 5130, WESTBOROUGH,
MASSACHUSETTS 01581-5130. Be sure to specify on your Account
Application Form the class of shares being purchased. If the class
is not specified, your purchase will automatically be invested in
Class A Shares. For additional investments send a letter stating
the Fund and share class you wish to purchase, your name and your
account number with a check for $50 or more to the address listed
above.

- BY WIRE. To open a new account, you should call the Fund at (800)
438-5789 to obtain an account number and complete wire instructions
prior to wiring any funds. Within seven days of purchase, you must
send a completed Account Application Form containing your certified
taxpayer identification number to the Transfer Agent at the address
provided above. Wire instructions must state the name of the Fund,
share class, your registered name and your account number. Your bank
wire should be sent through the Federal Reserve Bank Wire System to:

Boston Safe Deposit and Trust Company
Boston, MA
ABA # 011001234
DDA # 16-798-3
Account No.:

You may make additional investments at any time using the wire
procedures described above. Note that banks may charge fees for
transmitting wires.

<PAGE>

- AUTOMATIC INVESTMENT PLAN ("AIP"). Under the AIP, you may arrange
for periodic investments in the Fund through automatic deductions
from a checking or savings account. To enroll in the AIP you should
complete the AIP Application Form or call the Fund at (800) 438-5789.
The minimum pre-authorized investment amount is $50. You may
discontinue the AIP at any time. We may discontinue the AIP on
30 days' written notice to you.

- REINVESTMENT PRIVILEGE. Once a year you may reinvest
redemption proceeds from Class A, B and C Shares of the Fund
(or Class A, B and C Shares of another non-money market fund
of the Company, the Trust or Framlington) in shares of the
same class of the Fund without any sales charges, if the
reinvestment is made within 60 days of redemption. You or your
broker must notify the Transfer Agent in writing at the time
of reinvestment in order to eliminate the sales charge.

The Transfer Agent will send confirmations of the opening of an account
and of all subsequent purchases, exchanges or redemptions in the account. If
your account has been set up by a broker or other investment professional,
account activity will be detailed in their statements to you. You will not
be issued a share certificate, unless you request one in writing. We reserve
the right to (i) reject any purchase order if, in our opinion, it is in the
Fund's best interest to do so and (ii) suspend the offering of shares of any
Class for any period of time.

See the SAI for further information regarding purchases of the Fund's
shares.

HOW CAN I EXCHANGE SHARES?

You may exchange shares of the Fund for shares of other funds of
Framlington, the Company or the Trust based on their relative net asset
values. Class A Shares of a money market fund of the Company or the Trust
that were (1) acquired through the use of the exchange privilege and (2) can
be traced back to a purchase of shares in one or more investment portfolios
of Framlington, the Company or the Trust for which a sales charge was paid,
can be exchanged for Class A Shares of a fund of Framlington, the Company or
the Trust. Class B and Class C Shares will continue to age from the date of
the original purchase and will retain the same CDSC rate as they had before
the exchange.

You must meet the minimum purchase requirements for the fund of
Framlington, the Company or the Trust that you purchase by exchange. If you
are exchanging into shares of a fund with a higher sales charge, you must pay
the difference at the time of the exchange. Please note that a share
exchange is a taxable event and accordingly, you may realize a taxable gain
or loss. Before making an exchange request, read the Prospectus of the fund
you wish to purchase by exchange. You can obtain a Prospectus for any fund
of Framlington, the Company and the Trust by contacting your broker or the
Fund at (800) 438-5789. Brokers may charge a fee for handling exchanges.

- EXCHANGES BY TELEPHONE. You may give exchange instructions by
telephone to the Fund at (800) 438-5789. You may not exchange shares
by telephone if you hold share certificates. We reserve the right to
reject any telephone exchange request and to place restrictions on
telephone exchanges.

- EXCHANGES BY MAIL. You may send exchange orders to your broker or to
us at The Munder Funds c/o First Data Investor Services Group, P.O.
Box 5130, Westborough, Massachusetts 01581-5130.

We may modify or terminate the exchange privilege at any time. You will
be given notice of any material modifications except where notice is not
required.

REDEMPTIONS OF SHARES

WHAT PRICE DO I RECEIVE FOR REDEEMED SHARES?

The redemption price is the net asset value next determined after we
receive the redemption request in proper order. We will reduce the amount of
any applicable CDSC. See "Purchases of Shares-What Price Do I Pay for
Shares?" for an explanation of how the net asset value next determined is
calculated.

15
<PAGE>

CONTINGENT DEFERRED SALES CHARGES. You pay a CDSC when you redeem:

- Class A Shares that are part of an investment of at least $1 million
within one year of buying them

- Class B Shares within six years of buying them

- Class C Shares within one year of buying them

The CDSC schedule for Class B Shares purchased after June 27, 1995 is
set forth below. See the SAI for the CDSC schedule for Class B Shares
purchased before that time. The CDSC is based on the original net asset
value at the time of your investment or the net asset value at the time of
redemption, whichever is lower.

CLASS B SHARES

YEARS SINCE PURCHASE CDSC
- -------------------- ----
<S> <C>
First........................ 5.00%
Second....................... 4.00%
Third........................ 3.00%
Fourth....................... 3.00%
Fifth........................ 2.00%
Sixth........................ 1.00%
Seventh and thereafter....... 0.00%

</TABLE>

The Distributor pays sales commissions of 4.00% of the purchase price of
Class B Shares of the Fund to brokers at the time of sale that initiate and
are responsible for purchases of Class B Shares of the Fund.

You will not pay a CDSC to the extent that the value of the redeemed
shares represents:

-reinvestment of dividends or capital gain distributions
-capital appreciation of shares redeemed

When you redeem shares, we will assume you are redeeming first shares
representing investment of dividends and capital gain distributions, then any
appreciation on shares redeemed, and then remaining shares held by you for
the longest period of time. We will calculate the holding period of shares
of the Fund acquired through an exchange of shares of the Munder Money Market
Fund from the date that the shares of the Fund were initially purchased.
Shares acquired in an exchange of shares of another Fund of Framlington, the
Company or the Trust that were purchased on or before June 27, 1995 are
subject to any CDSC applicable to those shares. Consult the SAI for CDSC
schedule for shares purchased on or before June 27, 1995.

CDSC WAIVERS. We will waive the CDSC payable upon redemptions of shares
which you purchased after June 27, 1995 for:

- redemptions made within one year after the death of a shareholder or
registered joint owner
- minimum required distributions made from an IRA or other retirement
plan account after you reach age 70 1/2
- involuntary redemptions made by the Fund

Consult the SAI for Class B Share CDSC waivers which apply when you redeem
shares purchased on or before June 27, 1995.

We will waive the CDSC for Class B Shares for all redemptions by Merrill
Lynch Plans if: (i) the Plan is recordkept on a daily valuation basis by
Merrill Lynch; or (ii) the Plan is recordkept on a daily valuation basis by
an independent recordkeeper whose services are provided through a contract or
alliance arrangement with Merrill Lynch; or (iii) the Plan has less than 500
eligible employees, as determined by the Merrill Lynch plan conversion
manager, on the date the Plan Sponsor signs the Merrill Lynch Recordkeeping
Service Agreement.

16
<PAGE>

WHEN CAN I REDEEM SHARES?

You can redeem shares on any Business Day, provided all required
documents have been received by the Transfer Agent. The Fund may temporarily
stop redeeming shares when the NYSE is closed or trading on the NYSE is
restricted, when an emergency exists and the Fund cannot sell its assets or
accurately determine the value of its assets or if the SEC orders the Fund to
suspend redemptions.

HOW CAN I REDEEM SHARES?

You may redeem shares of the Fund in several ways:

- BY MAIL. You may mail your redemption request to: THE MUNDER FUNDS,
C/O FIRST DATA INVESTOR SERVICES GROUP, P.O. BOX 5130, WESTBOROUGH,
MASSACHUSETTS 01581-5130. The redemption request should state the
name of the Fund, share class, account number, amount of redemption,
account name and where to send the proceeds. All account owners must
sign. If a stock certificate has been issued to you, you must
endorse the stock certificate and return it together with the written
redemption request.

A SIGNATURE GUARANTEE is required for the following redemption
requests: (a) redemption proceeds greater than $50,000; (b)
redemption proceeds not being made payable to the owner of the
account; (c) redemption proceeds not being mailed to the address of
record on the account or (d) if the redemption proceeds are being
transferred to another Munder Funds account with a different
registration. You can obtain a signature guarantee from a
financial institution such as a commercial bank, trust company,
savings association or from a securities firm having membership on
a recognized stock exchange.

- BY TELEPHONE. You can redeem your shares by calling your broker or
the Fund at (800) 438-5789. There is no minimum requirement for
telephone redemptions paid by check. The Transfer Agent may deduct a
wire fee (currently $7.50) for wire redemptions under $5,000.

If you are redeeming at least $1,000 of shares and you
have authorized expedited redemption on your Account
Application Form, simply call the Fund prior to 4:00 p.m.
(Eastern time), and request the funds be mailed to the
commercial bank or registered broker-dealer you designated on
your Account Application Form. We will send your redemption
amount to you on the next Business Day. We reserve the right
at any time to change or impose fees for this expedited
redemption procedure.

We record all telephone calls for your protection and
take measures to identify the caller. If the Transfer Agent
properly acts on telephone instructions and follows reasonable
procedures to ensure against unauthorized transactions,
neither the Company, the Distributor nor the Transfer Agent
will be responsible for any losses. If these procedures are
not followed, the Transfer Agent may be liable to you for
losses resulting from unauthorized instructions.

During periods of unusual economic or market activity, you may
experience difficulties or delays in effecting telephone redemptions.
In such cases you should consider placing your redemption request by
mail.

- AUTOMATIC WITHDRAWAL PLAN ("AWP"). If you have an account value of
$2,500 or more in the Fund, you may redeem shares on a monthly,
quarterly, semi-annual or annual basis. The minimum withdrawal is
$50. We usually process withdrawals on the 20th day of the month and
promptly send you your redemption amount. You may enroll in the AWP
by completing the AWP Application Form available through the Transfer
Agent. To participate in the AWP you must have your dividends
automatically reinvested and may not hold share certificates. You
may change or cancel the AWP at any time upon notice to the Transfer
Agent. You should not buy Class A Shares (and pay a sales

<PAGE>

charge) while you participate in the AWP and you must pay an any
applicable CDSCs when you redeem shares.

- INVOLUNTARY REDEMPTION. We may redeem your account if its value
falls below $500 as a result of redemptions (but not as a result of a
decline in net asset value). You will be notified in writing and
allowed 60 days to increase the value of your account to the minimum
investment level.

WHEN WILL I RECEIVE REDEMPTION AMOUNTS?

We will typically send redemption amounts to you within seven Business
Days after you redeem shares. We may hold redemption amounts from the sale
of shares you purchased by check until the purchase check has cleared, which
may be as long as 15 days.

STRUCTURE AND MANAGEMENT OF THE FUND

HOW IS THE FUND STRUCTURED?

Framlington is an open-end management investment company, which is a
mutual fund that sells and redeems shares every day that it is open for
business. It is managed under the direction of its governing Board of
Trustees, which is responsible for the overall management of Framlington and
supervises the Fund's service providers. Framlington is a Massachusetts
business trust.

WHO MANAGES AND SERVICES THE FUND?

INVESTMENT ADVISOR. The Fund's investment advisor is Munder Capital
Management, a Delaware general partnership with its principal offices at 480
Pierce Street, Birmingham, Michigan 48009. The principal partners of the
Advisor are Old MCM, Inc. ("MCM"), Munder Group LLC and WAM Holdings, Inc.
("WAM"). MCM was founded in February 1985 as a Delaware corporation and was
a registered investment advisor. WAM is an indirect, wholly-owned subsidiary
of Comerica Incorporated ("Comerica"). Mr. Lee P. Munder, the Advisor's
chairman, indirectly owns or controls approximately 45% and Comerica owns or
controls approximately 44% of the partnership interests in the Advisor. As
of December 31, 1997, the Advisor and its affiliates had approximately $45
billion in assets under management, of which $22.2 billion were invested in
equity securities, $9 billion were invested in money market or other
short-term instruments, and $9.3 billion were invested in other fixed income
securities and $4.5 billion in non-discretionary assets.

The Advisor provides overall investment management services for the
Fund. Framlington Overseas Investment Management Limited, the Fund's
Sub-Advisor, provides research and credit analysis and is responsible for all
purchases and sales of securities held by the Fund. The Sub-Advisor is an
indirect subsidiary of Framlington Holdings Limited which is, in turn, owned
49% by the Advisor and 51% by Credit Commercial de France S.A., a French
banking corporation listed on the Societe des Bourses Francaises.

The Advisor is entitled to receive a fee at an annual rate equal to
0.75% of the average daily net assets of the Fund.

The Advisor may, from time to time, make payments to banks,
broker-dealers or other financial institutions for certain services to the
Fund and/or their shareholders, including sub-administration, sub-transfer
agency and shareholder servicing. The Advisor may make such payments out
of its own resources and there are no additional costs to the Fund or their
shareholders.

The Sub-Advisor is entitled receive an advisory fee equal to one half of
the fee paid to the Advisor by the Fund as compensation for its services as
Sub-Advisor. The Advisor pays fees to the Sub-Advisor. The Fund pays no
fees directly to the Sub-Advisor.

<PAGE>

The Sub-Advisor selects broker-dealers to execute portfolio transactions
for the Fund based on best price and execution terms. The Sub-Advisor may
consider as a factor the number of shares sold by the broker-dealer.

PERFORMANCE OF SUB-ADVISOR

The table below contains certain performance information by the
Sub-Advisor relating to a unit trust organized under the laws of the United
Kingdom managed by the same personnel of the Sub-Advisor with similar
investments objectives and policies to those of the Fund.

The trust account performance is provided by Micropal, an independent
research organization that is a recognized source of performance data in the
UK unit trust industry. The data is U.S. dollar adjusted on the basis of
exchange rates provided by Datastream using WM/Reuters closing rates. The
performance figures are net of brokerage commissions, actual investment
advisory fees and initial sales charge. The data assume the reinvestment of
net income and capital gain distributions. The trust account returns are
calculated using beginning offer and ending bid prices for periods ended
December 31, 1997.

You should not rely on the following performance data of the
Sub-Advisor's client account as an indication of future performance of the
Fund. It should be noted that the management of the Fund will be affected by
regulatory requirements under the Investment Company Act of 1940 (the "1940
Act") and requirements of the Internal Revenue Code of 1986, as amended, to
qualify as a regulated investment company.

PERIOD ENDED U.K. MICROPAL
DECEMBER 31, 1997 FINANCIAL UNIT TRUST INTERNATIONAL
----------------- FUND GROWTH INDEX
--------- ------------------------
<S> <C> <C>

1 Year........................... 25.31% 1.82%
3 Years.......................... 111.59% 32.52%
5 Years.......................... 179.61% 74.37%
10 Years......................... 474.69% 134.95%
Inception on November 3, 1986.... 502.99% 188.87%

</TABLE>

Performance for the Financial Fund trust account is calculated on an
offer-bid basis; U.S. Dollar adjusted total return net of all management fees
but not reflective of U.K. tax. Source: Micropal.

Micropal Unit Trust International Growth Index performance shows total
return in U.S. Dollars but does not reflect the deduction of fees, expenses
and taxes. Source: Datastream.

Micropal Unit Trust International Growth Index is [to be completed].

ADMINISTRATOR. State Street Bank and Trust Company ("State Street" or
the "Administrator") is the Fund's administrator. The Administrator is
located at 225 Franklin Street, Boston, Massachusetts 02110. The
Administrator generally assists Framlington in all aspects of its
administration and operations. As compensation for its services, State
Street is entitled to receive fees, based on the aggregate daily net assets
of the Fund and certain other investment portfolios that are advised by the
Advisor for which it provides services, computed daily and payable monthly at
the annual rate of 0.113% on the first $2.8 billion of net assets, plus
0.103% on the next $2.2 billion of net assets, plus 0.101% on the next $2.5
billion of net assets, plus 0.095% on the next $2.5 billion of net assets,
plus 0.080% on the next $2.5 billion of net assets, plus 0.070% on all net
assets in excess of $12.5 billion (with a $75,000 minimum fee per annum in
the aggregate for all portfolios with respect to the Administrator).

If the assets of the Framlington Funds do not exceed $120 million, the
ultimate rate charged the Framlington Funds will be reduced by their pro-rata
portion of the total fees if calculated at the rates of 0.062% of the first
$2.8 billion of net assets, plus 0.052% of the next $2.2 billion of net
assets, plus 0.050% of all net assets in excess of $5 billion.

<PAGE>

State Street has entered into a Sub-Administration Agreement with the
Distributor under which the Distributor provides certain administrative
services with respect to the Fund. State Street pays the Distributor a fee
for these services out of its own resources at no cost to the Fund.

TRANSFER AGENT. First Data Investor Services Group, Inc. is the Fund's
Transfer Agent. The Transfer Agent is a wholly-owned subsidiary of First
Data Corporation and is located at 53 State Street, Boston, Massachusetts
02109.

CUSTODIAN. Comerica Bank (the "Custodian") whose principal business
address is One Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226,
provides custodial services to the Fund. No compensation is paid to the
Custodian for such services. Comerica receives a fee of 0.01% of the
aggregate average daily net assets of the Fund beneficially owned by Comerica
and its customers for certain Shareholder services provided by Comerica to
the Fund. State Street also serves as Sub-Custodian to the Fund.

DISTRIBUTOR. Funds Distributor, Inc. is the distributor of the Fund's
shares and is located at 60 State Street, Suite 1300, Boston, Massachusetts
02109. It markets and sells the Fund's shares.

For additional description of the services performed by the
Administrator, the Transfer Agent, the Custodian, the Sub-Custodian and the
Distributor, see the SAI.

DISTRIBUTION SERVICES ARRANGEMENT

Under Rule 12b-1 of the 1940 Act, the Fund has adopted a Service Plan
with respect to its Class A Shares and Service and Distribution Plans with
respect to its Class B and Class C Shares. Under the Plans, the Fund uses
its assets to finance activities relating to the distribution of shares to
investors and the provision of certain shareholder services. The Distributor
is paid a service fee at an annual rate of up to 0.25% of the value of the
average daily net assets of the Fund's Class A Shares. The Distributor is
also paid a service fee at an annual rate of 0.25% and a distribution fee at
an annual rate of up to 0.75% of the value of the average daily net assets of
the Fund's Class B and Class C Shares. The Distributor uses the service fees
primarily to pay ongoing trail commissions to securities dealers (which may
include the Distributor itself) and other financial organizations which
provide shareholder services for the Fund. These services include, among
other things, processing new shareholder account applications, reporting to
the Fund's Transfer Agent all transactions by customers and serving as the
primary information source to customers concerning the Fund.

WHAT ARE MY RIGHTS AS A SHAREHOLDER?

All shareholders have equal voting, liquidation and other rights. You
are entitled to one vote for each share you hold and a fractional vote for
each fraction of a share you hold. You will be asked to vote on matters
affecting Framlington as a whole and affecting the Fund. You will not vote
by Class unless expressly required by law or when the Trustees determine that
the matter to be voted on affects only the interests of the holders of a
particular class of shares. Framlington will not hold annual shareholder
meetings, but special meetings may be held at the written request of
shareholders owning more than 10% of outstanding shares for the purpose of
removing a Trustee. Under Massachusetts law, it is possible that a
shareholder may be liable for Framlington's obligations. If a shareholder
were required to pay a debt of the Fund, however, Framlington has committed
to reimburse the shareholder in full for their assets. The SAI contains more
information regarding voting rights.

As of the date of this Prospectus, Funds Distributor, Inc. has the right
to vote a majority of the outstanding shares of the Fund and therefore it is
considered to be a controlling person.

DIVIDENDS, DISTRIBUTIONS AND TAXES

WHEN WILL I RECEIVE DISTRIBUTIONS FROM THE FUND?

<PAGE>

the dividends or interest earned on investments after expenses. The Fund
pays dividends from net income, if any, at least annually.

The Fund's net realized capital gains (including net short-term capital
gains), if any, are distributed at least annually.

It is possible that the Fund may make a distribution in excess of the
Fund's current and accumulated earnings and profits. You will treat such a
distribution as a return of capital which is applied against and reduces your
basis in your shares. To the extent that the amount of any such distribution
exceeds your basis in your shares, you will treat the excess as gain from a
sale or exchange of the shares.

HOW WILL DISTRIBUTIONS BE MADE?

The Fund will pay dividend and capital gains distributions in additional
shares of the same class of the Fund. If you wish to receive distributions
in cash, either indicate this request on your Account Application Form or
notify the Fund at (800) 438-5789.

ARE THERE TAX IMPLICATIONS OF MY INVESTMENTS IN THE FUND?

This section contains a brief summary of the tax implications of
ownership in the Fund's shares. A more detailed discussion of Federal income
tax considerations is contained in the SAI. You should consult your tax
advisor regarding the impact of owning the Fund's shares on your own personal
tax situation including the applicability of any state and local taxes.

In general, as long as the Fund meets the requirements to qualify as a
regulated investment company ("RIC") under Federal tax laws, it will not be
subject to Federal income tax on its income and capital gains that it
distributes in a timely manner to its shareholders. The Fund intends to
qualify annually as a RIC. Even if it qualifies as a RIC, the Fund may still
be liable for any excise tax on income that is not distributed in accordance
with a calendar year requirement; the Fund intends to avoid the excise tax by
making timely distributions.

Generally, you will owe tax on the amounts distributed to you,
regardless of whether you receive these amounts in cash or reinvest them in
additional Fund shares. Shareholders not subject to tax on their income
generally will not be required to pay any tax on amounts distributed to them.
Federal income tax on distributions to an IRA or to a qualified retirement
plan will generally be deferred.

Capital gains derived from sales of portfolio securities held by the
Fund will generally be designated as long-term or short-term. Distributions
from the Fund's long-term capital gains are generally taxed at the long-term
capital gains rates, regardless of how long you have owned shares in the
Fund. Dividends derived from other sources are generally taxed as ordinary
income.

Dividends and capital gain distributions are generally taxable when you
receive them; however, if a distribution is declared in October, November or
December, but not paid until January of the following year, it will be
considered to be paid on December 31 in the year in which it was declared.
Shortly after the end of each year, you will receive from the Fund a
statement of the amount and nature of the distributions made to you during
the year.

If you redeem, transfer or exchange Fund shares, you may have taxable
gain or a loss. If you hold Fund shares for six months or less, and during
that time you receive a capital gain dividend, any loss you realize on the
sale of these Fund shares will be treated as a long-term loss to the extent
of the earlier distribution.

Dividends and certain interest income earned from foreign securities by
the Fund may be subject to foreign withholding or other taxes. The Fund may
be permitted to pass on to its shareholders the right to a credit or
deduction for income or other tax credits earned from foreign investments and
will do so if possible. These deductions or credits may be subject to tax
law limitations.

<PAGE>

If the Fund invests in certain "passive foreign investment companies"
("PFICs"), it will be subject to Federal income tax (and possibly additional
interest charges) on a portion of any "excess distribution" or gain from the
disposition of such shares, even if it distributes such income to its
shareholders. If the Fund elects to treat a PFIC as a "qualified electing
fund" ("QEF") and the PFIC furnishes certain financial information in the
required form to such Fund, the Fund will instead be required to include in
income each year its allocable share of the ordinary earnings and net capital
gains of the QEF, regardless of whether received, and such amounts will be
subject to the various distribution requirements described above. The Fund
may also elect to mitigate the tax effects of owning PFIC stock by making an
annual mark-to-market election with respect to PFIC shares.

More information about the tax treatment of distributions from the Fund
and about other potential tax liabilities, including backup withholding for
certain taxpayers and information about tax aspects of dispositions of shares
of the Fund, is contained in the SAI. You should consult your tax advisor
regarding the impact of owning Fund shares on your own personal tax
situation, including the applicability of any state and local taxes.

ADDITIONAL INFORMATION

SHAREHOLDER COMMUNICATIONS. You will receive unaudited Semi-Annual
Reports and audited Annual Reports on a regular basis from the Fund. In
addition, you will also receive updated Prospectuses or Supplements to this
Prospectus. In order to eliminate duplicate mailings, the Fund will only
send one copy of the above communications to (1) accounts with the same
primary record owner, (2) joint tenant accounts, (3) tenant in common
accounts and (4) accounts which have the same address.

<PAGE>

PROSPECTUS

CLASS K SHARES

The Munder Framlington Global Financial Services Fund (the "Fund") is a
mutual fund that seeks to provide long-term capital appreciation. The Fund
invests primarily in equity securities of U.S. and foreign companies which
are principally engaged in the financial services industry. The Fund is a
portfolio of The Munder Framlington Funds Trust ("Framlington"), an open-end
investment company.

Munder Capital Management (the "Advisor") serves as investment advisor
of the Fund.

This Prospectus explains the objective, policies, risks and fees of the
Fund. You should read this Prospectus carefully before investing and retain
it for future reference. A Statement of Additional Information ("SAI") has
been filed with the Securities and Exchange Commission (the "SEC") and is
incorporated by reference into this Prospectus. The SAI may be obtained free
of charge by calling the Fund at (800) 438-5789. In addition, the SEC
maintains a web site (http://www.sec.gov) that contains the SAI and other
information regarding the Fund.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. AN INVESTMENT IN THE FUND INVOLVES INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.

SECURITIES OFFERED BY THIS PROSPECTUS HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

CALL TOLL-FREE FOR SHAREHOLDER SERVICES:
(800) 438-5789

THE DATE OF THIS PROSPECTUS IS JUNE___, 1998

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Fund Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
What are the key facts regarding the Fund?. . . . . . . . . . . . . . . 3

Fund Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Who may want to invest in the Fund? . . . . . . . . . . . . . . . . . . 5
What are the Fund's investments and investment practices? . . . . . . . 5
What are the risks of investing in the Fund?. . . . . . . . . . . . . . 8

Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
How is the Fund's performance calculated? . . . . . . . . . . . . . . . 9
Where can I obtain performance data?. . . . . . . . . . . . . . . . . .10

Purchases of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
What price do I pay for shares? . . . . . . . . . . . . . . . . . . . .10
When can I purchase shares? . . . . . . . . . . . . . . . . . . . . . .10
How can I purchase shares?. . . . . . . . . . . . . . . . . . . . . . .10

Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
What price do I receive for redeemed shares?. . . . . . . . . . . . . .10
When can I redeem shares? . . . . . . . . . . . . . . . . . . . . . . .11
How can I redeem shares?. . . . . . . . . . . . . . . . . . . . . . . .11
When will I receive redemption amounts? . . . . . . . . . . . . . . . .11

Structure and Management of the Fund . . . . . . . . . . . . . . . . . . . .11
How is the Fund structured? . . . . . . . . . . . . . . . . . . . . . .11
Who manages and services the Fund?. . . . . . . . . . . . . . . . . . .11
What are my rights as a shareholder?. . . . . . . . . . . . . . . . . .13

Dividends, Distributions and Taxes . . . . . . . . . . . . . . . . . . . . .14
When will I receive distributions from the Fund?. . . . . . . . . . . .14
How will distributions be made? . . . . . . . . . . . . . . . . . . . .14
Are there tax implications of my investments in the Fund? . . . . . . .14

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . .15
</TABLE>

<PAGE>

FUND HIGHLIGHTS

WHAT ARE THE KEY FACTS REGARDING THE FUND?

Q: WHAT IS THE FUND'S GOAL?

A: The Fund seeks to provide long-term capital appreciation.

Q: WHAT IS THE FUND'S STRATEGY?

Q: WHAT ARE THE FUND'S RISKS?

Q: WHAT ARE THE OPTIONS FOR INVESTMENT IN THE FUND?

A: The Fund has registered five classes of shares: Class A, B, C, K and Y.
Class A, B, C and Y Shares are described in other prospectuses.

Q: HOW DO I BUY AND SELL SHARES OF THE FUND?

A: Class K Shares of the Fund are available to customers ("Customers") of
banks and other institutions, and the immediate family of such Customers,
that have entered into agreements with us to provide shareholder services for
Customers. You may purchase shares through such a bank or financial
institution.

Shares may be redeemed (sold back to the Fund) through your financial
institution.

Q: WHEN AND HOW ARE DISTRIBUTIONS MADE?

Q: WHO MANAGES THE FUND'S ASSETS?

<PAGE>

FINANCIAL INFORMATION

SHAREHOLDER TRANSACTION EXPENSES (1)

The purpose of this table is to assist you in understanding the expenses
a shareholder in the Fund will bear directly.

<TABLE>
<S> <C>
Maximum Sales Charge on Purchase (as a % of Offering Price). . . . . . . None
Sales Charge Imposed on Reinvested Dividends . . . . . . . . . . . . . . None
Maximum Deferred Sales Charge. . . . . . . . . . . . . . . . . . . . . . None
Redemption Fees (2). . . . . . . . . . . . . . . . . . . . . . . . . . . None
Exchange Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None
</TABLE>

- ------------------
Notes:
(1) Does not include fees which institutions may charge for services they
provide to you.
(2) The Fund's transfer agent may charge a fee of $7.50 for wire redemptions
under $5,000.

FUND OPERATING EXPENSES

The purpose of this table is to assist you in understanding the expenses
charged directly to the Fund, which investors in the Fund will bear
indirectly for the current fiscal year. Such expenses include payments to
Trustees, auditors, legal counsel and service providers (such as the Advisor)
and registration fees. The fees shown below are estimated for the Fund's
current fiscal year and reflect anticipated voluntary expense reimbursements.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
- ---------------------------------------
<S> <C>
Advisory Fees . . . . . . . . . . . . . . . .75%
Shareholder Servicing Fees . . . . . . . . .25%
Other Expenses+ . . . . . . . . . . . . . . [. ]%
Total Fund Operating Expenses+ . . . . . . [. ]%
</TABLE>
- -----------------

EXAMPLE

This example shows the amount of expenses you would pay (directly or
indirectly) on a $1,000 investment in the Fund assuming (1) a 5% annual
return and (2) redemption at the end of the following time periods. THIS
EXAMPLE IS NOT A REPRESENTATION OF PAST OR FUTURE PERFORMANCE OR OPERATING
EXPENSES; ACTUAL PERFORMANCE OR OPERATING EXPENSES MAY BE LARGER OR SMALLER
THAN THOSE SHOWN.

1 YEAR 3 YEARS
------ -------
$[ ] $[ ]

<PAGE>

FUND INFORMATION

This Prospectus describes Class K Shares of the Fund. This section
summarizes the Fund's principal investments. The sections entitled "What are
the Fund's Investments and Investment Practices?" and "What are the Risks of
Investing in the Fund?" and the SAI give more information about the Fund's
investment techniques and risks.

GOAL AND PRINCIPAL INVESTMENTS. The Fund's goal is to provide long-term
capital appreciation. Under normal market conditions, the Fund invests at
least 65% of its assets in equity securities of U.S. and foreign companies
which are principally engaged in the financial services industry and
companies which are likely to benefit from growth or consolidation in the
financial services industry.

Examples of companies in the financial services industry are:
- commercial, industrial and investment banks
- savings and loan associations
- brokerage companies
- consumer and industrial finance companies
- real estate and leasing companies
- insurance companies
- holding companies for each of the above

Under normal market conditions, the Fund invests at least 65% of its
assets in at least three different countries, including the United States.

PORTFOLIO MANAGEMENT. A committee of professional managers employed by
the Sub-Advisor makes decisions for the Fund.

WHO MAY WANT TO INVEST IN THE FUND?

WHAT ARE THE FUND'S INVESTMENTS AND INVESTMENT PRACTICES?

<PAGE>

6
<PAGE>

possible delay in recovering the loaned securities and possible loss of the
securities or the collateral if the borrower fails financially.

The Fund may invest in ASSET-BACKED SECURITIES which include debt
securities backed by mortgages, installment sales contracts and credit card
receivables.

<PAGE>

securities that it owns or has the right to acquire at no additional cost but
does not intend to deliver to the buyer, a practice known as selling short
"against the box." See the SAI for more details.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

A fund's risk is mostly dependent on the types of securities it
purchases and its investment techniques. The Fund is authorized to use
options, futures and forward foreign currency exchange contracts, which are
types of derivative instruments. Derivative instruments are instruments that
derive their value from a different underlying security, index or financial
indicator. The use of derivative instruments exposes the Fund to additional
risks and transaction costs. Risks inherent in the use of derivative
instruments include: (1) the risk that interest rates, securities prices and
currency markets will not move in the direction that a portfolio manager
anticipates; (2) imperfect correlation between the price of derivative
instruments and movements in the prices of the securities, interest rates or
currencies being hedged; (3) the fact that skills needed to use these
strategies are different than those needed to select portfolio securities;
(4) inability to close out certain hedged positions to avoid adverse tax
consequences (5) the possible absence of a liquid secondary market for any
particular instrument and possible exchange-imposed price fluctuation limits,
either of which may make it difficult or impossible to close out a position
when desired; (6) leverage risk, that is, the risk that adverse price
movements in an instrument can result in a loss substantially greater than
the Fund's initial investment in that instrument (in some cases, the
potential loss is unlimited); and (7) particularly in the case of
privately-negotiated instruments, the risk that the counterparty will not
perform its obligations, which could leave the Fund worse off than if it had
not entered into the position.

Investing in the Fund, with its larger investment in Foreign Securities,
may involve more risk than investing in a U.S. fund for the following reasons:
(1) there may be less public information available about foreign companies
than is available about U.S. companies; (2) foreign companies are not
generally subject to the uniform accounting, auditing and financial reporting
standards and practices applicable to U.S. companies; (3) foreign markets
have less volume than U.S. markets, and the securities of some foreign
companies are less liquid and more volatile than the securities of comparable
U.S. companies; (4) there may be less government regulation of stock
exchanges, brokers, listed companies and banks in foreign countries than in
the United States; (5) the Fund may incur fees on currency exchanges when it
changes investments from one country to another; (6) the Fund's foreign
investments could be affected by expropriation, confiscatory taxation,
nationalization of bank deposits, establishment of exchange controls,
political or social instability or diplomatic developments; (7) fluctuations
in foreign exchange rates will affect the value of the Fund's portfolio
securities, the value of dividends and interest earned, gains and loses
realized on the sale of securities, net investment income and unrealized
appreciation or depreciation of investments; and (8) possible imposition of
dividend or interest withholding by foreign country.

<PAGE>

industry. Insurance companies may be subject to severe price competition.
Legislation is currently being considered which would reduce the separation
between commercial and investment banking businesses. If enacted this could
significantly impact the industry and the Fund. The Fund may be riskier than
a fund investing in a broader range of industries.

The risks of various investment techniques the Fund uses are described
in more detail in the SAI.

PERFORMANCE

HOW IS THE FUND'S PERFORMANCE CALCULATED?

There are various ways in which the Fund may calculate and report its
performance. Performance is calculated separately for each class of shares.

You should be aware that (i) past performance does not indicate how the
Fund will perform in the future; and (ii) the Fund's return and net asset
value will fluctuate, so you cannot use the Fund's performance data to
compare it to investments in certificates of deposit, savings accounts or
other investments that provide a fixed or guaranteed yield.

<PAGE>

WHERE CAN I OBTAIN PERFORMANCE DATA?

PURCHASES OF SHARES

Customers of banks and other institutions, and the immediate family
members of such Customers, that have entered into agreements with us to
provide shareholder services for Customers may purchase Class K Shares.
Customers may include individuals, trusts, partnerships and corporations.
The Fund also issues other classes of shares, which have different sales
charges, expense levels and performance. Call (800) 438-5789 to obtain more
information concerning the Fund's other classes of shares.

WHAT PRICE DO I PAY FOR SHARES?

Class K Shares are sold at the "net asset value next determined" by the
Fund without any initial sales charge. Except in certain limited
circumstances, the Fund determines its net asset value ("NAV") on each day
the New York Stock Exchange ("NYSE") is open for trading (a "Business Day")
at the close of such trading (normally 4:00 p.m. Eastern time). The Fund
calculates NAV separately for each class of shares. NAV is calculated by
totaling the value of all of the assets of the Fund allocated to a particular
class of shares, subtracting the Fund's liabilities and expenses charged to
that class and dividing the result by the number of shares of the class
outstanding.

WHEN CAN I PURCHASE SHARES?

Shares of the Fund are sold on a continuous basis and can be purchased
on any Business Day.

HOW CAN I PURCHASE SHARES?

All share purchases are effected through a Customer's account at an
institution and confirmations of share purchases will be sent to the
institution involved. Institutions (or their nominees) will normally be
holders of record of the Fund shares acting on behalf of their Customers, and
will reflect their Customer's beneficial ownership of shares in the account
statements provided by them to their Customers.

You may pay for shares of the Fund with securities which the Fund is
allowed to hold, subject to approval by the Advisor.

REDEMPTIONS OF SHARES

WHAT PRICE DO I RECEIVE FOR REDEEMED SHARES?

The redemption price is the net asset value next determined after we
receive the redemption request in proper order.

<PAGE>

WHEN CAN I REDEEM SHARES?

You can redeem shares on any Business Day, provided all required
documents have been received by First Data Investor Services Group, Inc. (the
"Transfer Agent"). The Fund may temporarily stop redeeming shares when the
NYSE is closed or trading on the NYSE is restricted, when an emergency exists
and the Fund cannot sell its assets or accurately determine the value of its
assets or if the SEC orders the Fund to suspend redemptions.

HOW CAN I REDEEM SHARES?

Redemption orders are effected at the net asset value per share next
determined after receipt of the order by the Transfer Agent. Shares held by
an institution on behalf of its Customers must be redeemed in accordance with
instructions and limitations pertaining to the account at that institution.

WHEN WILL I RECEIVE REDEMPTION AMOUNTS?

If we receive a redemption order for the Fund before 4:00 p.m. (Eastern
time) on a Business Day, we will normally wire payment to the redeeming
institution on the next Business Day. We may delay wiring redemption
proceeds for up to seven days if we feel an earlier payment would have a
negative impact on the Fund.

STRUCTURE AND MANAGEMENT OF THE FUND

HOW IS THE FUND STRUCTURED?

WHO MANAGES AND SERVICES THE FUND?

INVESTMENT ADVISOR. The Fund's investment advisor is Munder Capital
Management, a Delaware general partnership with its principal offices at 480
Pierce Street, Birmingham, Michigan 48009. The principal partners of the
Advisor are Old MCM, Inc. ("MCM"), Munder Group LLC and WAM Holdings, Inc.
("WAM"). MCM was founded in February 1985 as a Delaware corporation and was
a registered investment advisor. WAM is an indirect, wholly-owned subsidiary
of Comerica Incorporated ("Comerica"). Mr. Lee P. Munder, the Advisor's
chairman, indirectly owns or controls approximately 45% and Comerica
Incorporated owns or controls approximately 44% of the partnership interests
in the Advisor. As of December 31, 1997, the Advisor and its affiliates had
approximately $45 billion in assets under management, of which $22.2 billion
were invested in equity securities, $9 billion were invested in money market
or other short-term instruments, $9.3 billion were invested in other fixed
income securities, and $4.5 billion in non-discretionary assets.

The Advisor provides overall investment management services for the
Fund. Framlington Overseas Investment Management Limited, the Fund's
Sub-Advisor, provides research and credit analysis and is responsible for all
purchases and sales of securities held by the Fund. The Sub-Advser is an
indirect subsidiary of Framlington Holdings Limited which is, in turn, owned
49% by the Advisor and 51% by Credit Commercial de France S.A., a French
banking corporation listed on the Societe des Bourses Francaises.

The Advisor is entitled to receive a fee at an annual rate equal to
0.75% of the average daily net assets of the Fund.

<PAGE>

PERFORMANCE OF SUB-ADVISOR

<TABLE>
U.K. MICROPAL
PERIOD ENDED FINANCIAL UNIT TRUST INTERNATIONAL
DECEMBER 31, 1997 FUND GROWTH INDEX
----------------- ---------- ------------------------
<S> <C> <C>

1 Year . . . . . . . . . . . . . . . . . 25.31% 1.82%
3 Years . . . . . . . . . . . . . . . . 111.59% 32.52%
5 Years . . . . . . . . . . . . . . . . 179.61% 74.37%
10 Years . . . . . . . . . . . . . . . . 474.69% 134.95%
Inception on November 3, 1986. . . . . . 502.99% 188.87%
</TABLE>

Performance for the Financial Fund trust account is calculated on an
offer-bid basis; U.S. Dollar adjusted total return net of all management fees
but not reflective of U.K. tax. Source: Micropal.

Micropal Unit Trust International Growth Index performance shows total
return in U.S. Dollars but does not reflect the deduction of fees, expenses
and taxes. Source: Datastream.

The Micropal Unit International Growth Index is [to be completed].

12
<PAGE>

assets, plus 0.080% on the next $2.5 billion of net assets, plus 0.070% on
all net assets in excess of $12.5 billion (with a $75,000 minimum fee per
annum in the aggregate for all portfolios with respect to the Administrator).

CUSTODIAN. Comerica Bank (the "Custodian") whose principal business
address is One Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226,
provides custodial services to the Fund. No compensation is paid to the
Custodian for such services. Comerica receives a fee of 0.01% of the
aggregate average daily net assets of the Fund beneficially owned by
Comerica and its customers for certain Shareholder services provided by
Comerica to the Fund. State Street also serves as Sub-Custodian to the
Fund.

DISTRIBUTOR. Funds Distributor, Inc. is the distributor of the Fund's
shares and is located at 60 State Street, Suite 1300, Boston, Massachusetts
02109. It markets and sells the Fund's shares.

The Fund has adopted a Shareholder Servicing Plan (the "Class K Plan")
under which Class K Shares are sold through institutions which enter into
shareholder servicing agreements with the Fund. The agreements require the
institutions to provide shareholder services to their Customers who from time
to time own of record or beneficially Class K Shares in return for payment by
the Fund at a rate not exceeding 0.25% (on an annualized basis) of the
average daily net asset value of the Class K Shares beneficially owned by the
Customers. Class K Shares bear all fees paid to institutions under the Class
K Plan. Payments under the Class K Plan are not tied exclusively to the
shareholder expenses actually incurred by the institutions and the payments
may exceed service expenses actually incurred.

The services provided by institutions under the Class K Plan may include
processing purchase, exchange and redemption requests from Customers and
placing orders with the Transfer Agent; processing dividend and distribution
payments from the Fund on behalf of the Customers; providing information
periodically to Customers showing their positions in Class K Shares;
providing sub-accounting with respect to Class K Shares beneficially owned by
the Customers or the information necessary for sub-accounting; responding to
inquires from Customers concerning their investment in Class K Shares;
arranging for bank wires; and providing such other similar services as may be
reasonably requested.

For additional description of the services performed by the
Administrator, the Transfer Agent, the Custodian, the Sub-Custodian and the
Distributor, see the SAI.

WHAT ARE MY RIGHTS AS A SHAREHOLDER?

<PAGE>

As of the date of this Prospectus, Funds Distributor, Inc. has the right
to vote a majority of the outstanding shares of the Fund and therefore it is
considered to be a controlling person.

DIVIDENDS, DISTRIBUTIONS AND TAXES

WHEN WILL I RECEIVE DISTRIBUTIONS FROM THE FUND?

As a shareholder, you are entitled to your share of net income and
capital gains, if any, on the Fund's investments. The Fund passes its
earnings along to its investors in the form of dividends. Dividend
distributions are the dividends or interest earned on investments after
expenses. The Fund pays dividends from net income, if any, at least annually.

The Fund's net realized capital gains (including net short-term capital
gains), if any, are distributed at least annually.

HOW WILL DISTRIBUTIONS BE MADE?

ARE THERE TAX IMPLICATIONS OF MY INVESTMENTS IN THE FUND?

<PAGE>

you will receive from the Fund a statement of the amount and nature of the
distributions made to you during the year.

ADDITIONAL INFORMATION

15
<PAGE>

PROSPECTUS

CLASS Y SHARES

The Munder Framlington Global Financial Services Fund (the "Fund") is a
mutual fund that seeks to provide long-term capital appreciation. The Fund
invests primarily in equity securities of U.S. and foreign companies which
are principally engaged in the financial services industry. The Fund is a
portfolio of The Munder Framlington Funds Trust ("Framlington"), an open-end
investment company.

Munder Capital Management (the "Advisor") serves as investment advisor
of the Fund.

This Prospectus explains the objective, policies, risks and fees of the
Fund. You should read this Prospectus carefully before investing and retain
it for future reference. A Statement of Additional Information ("SAI") has
been filed with the Securities and Exchange Commission (the "SEC") and is
incorporated by reference into this Prospectus. The SAI may be obtained free
of charge by calling the Fund at (800) 438-5789. In addition, the SEC
maintains a web site (http://www.sec.gov) that contains the SAI and other
information regarding the Fund.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. AN INVESTMENT IN THE FUND INVOLVES INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.

SECURITIES OFFERED BY THIS PROSPECTUS HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

CALL TOLL-FREE FOR SHAREHOLDER SERVICES:
(800) 438-5789

THE DATE OF THIS PROSPECTUS IS JUNE___, 1998

<PAGE>
TABLE OF CONTENTS

PAGE
----
Fund Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
What are the key facts regarding the Fund?. . . . . . . . . . . . . . . 3

Purchases and Exchange of Shares . . . . . . . . . . . . . . . . . . . . . .10
What price do I pay for shares? . . . . . . . . . . . . . . . . . . . .10
When can I purchase shares? . . . . . . . . . . . . . . . . . . . . . .10
What is the minimum required investment?. . . . . . . . . . . . . . . .10
How can I purchase shares?. . . . . . . . . . . . . . . . . . . . . . .11
How can I exchange shares?. . . . . . . . . . . . . . . . . . . . . . .11

Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
What price do I receive for redeemed shares?. . . . . . . . . . . . . .12
When can I redeem shares? . . . . . . . . . . . . . . . . . . . . . . .12
How can I redeem shares?. . . . . . . . . . . . . . . . . . . . . . . .12
When will I receive redemption amounts? . . . . . . . . . . . . . . . .12

Structure and Management of the Fund . . . . . . . . . . . . . . . . . . . .12
How is the Fund structured? . . . . . . . . . . . . . . . . . . . . . .12
Who manages and services the Fund?. . . . . . . . . . . . . . . . . . .13
What are my rights as a shareholder?. . . . . . . . . . . . . . . . . .15

Dividends, Distributions and Taxes . . . . . . . . . . . . . . . . . . . . .15
When will I receive distributions from the Fund?. . . . . . . . . . . .15
How will distributions be made? . . . . . . . . . . . . . . . . . . . .15
Are there tax implications of my investments in the Fund? . . . . . . .15

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . .16

<PAGE>

FUND HIGHLIGHTS

WHAT ARE THE KEY FACTS REGARDING THE FUND?

Q: WHAT IS THE FUND'S GOAL?

A: The Fund seeks to provide long-term capital appreciation.

Q: WHAT IS THE FUND'S STRATEGY?

Q: WHAT ARE THE FUND'S RISKS?

Q: WHAT ARE THE OPTIONS FOR INVESTMENT IN THE FUND?

A: The Fund has registered five classes of shares: Class A, B, C, K and Y.
Class A, B, C and K Shares are described in other prospectuses.

Q: HOW DO I BUY AND SELL SHARES OF THE FUND?

A: Funds Distributor, Inc. (the "Distributor") sells shares of the Fund.
You may purchase shares from the Distributor through broker-dealers or other
financial institutions or from the Fund's transfer agent, First Data Investor
Services Group, Inc. (the "Transfer Agent"), by mailing an Account
Application Form with a check to the Transfer Agent. Fiduciary and
discretionary accounts of institutions and institutional investors must
invest at least $500,000 initially. Other types of investors are not subject
to any minimum required investment.

Shares may be redeemed through your bank or financial institution.

You may also acquire the Fund's shares by exchanging shares of the same
class of other funds of Framlington, The Munder Funds, Inc. (the "Company")
and The Munder Funds Trust (the "Trust"), and exchange Fund shares for shares
of the same class of other funds of Framlington, the Company and the Trust.

Q: WHAT SHAREHOLDER PRIVILEGES DOES THE FUND OFFER?

- Automatic Investment Plan
- Automatic Withdrawal Plan

3
<PAGE>

Q: WHEN AND HOW ARE DISTRIBUTIONS MADE?

Q: WHO MANAGES THE FUND'S ASSETS?

FINANCIAL INFORMATION

SHAREHOLDER TRANSACTION EXPENSES (1)

The purpose of this table is to assist you in understanding the expenses
a shareholder in the Fund will bear directly.

<S> <C>
Maximum Sales Charge on Purchase (as a % of Offering Price)...... None
Sales Charge Imposed on Reinvested Dividends..................... None
Maximum Deferred Sales Charge.................................... None
Redemption Fees (2).............................................. None
Exchange Fees.................................................... None

</TABLE>

______________

Notes:
(1) Does not include fees which institutions may charge for services they
provide to you.

(2) The Fund's transfer agent may charge a fee of $7.50 for wire redemptions
under $5,000.

FUND OPERATING EXPENSES

The purpose of this table is to assist you in understanding the expenses
charged directly to the Fund, which investors in the Fund will bear
indirectly for the current fiscal year. Such expenses include payments to
Trustees, auditors, legal counsel and service providers (such as the Advisor)
and registration fees. The fees shown below are estimated for the Fund's
current fiscal year and reflects anticipated voluntary expense reimbursements.

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
- ---------------------------------------
<S> <C>
Advisory Fee.................................... .75%
Other Expenses+................................. [. ]%
Total Fund Operating Expenses+.................. [. ]%

</TABLE>

<PAGE>

EXAMPLE

This example shows the amount of expenses you would pay (directly or
indirectly) on a $1,000 investment in the Fund assuming (1) a 5% annual
return and (2) redemption at the end of the following time periods. THIS
EXAMPLE IS NOT A REPRESENTATION OF PAST OR FUTURE PERFORMANCE OR OPERATING
EXPENSES; ACTUAL PERFORMANCE OR OPERATING EXPENSES MAY BE LARGER OR SMALLER
THAN THOSE SHOWN.

1 YEAR 3 YEARS
------ -------
<S> <C>
$[ ] $[ ]

</TABLE>

FUND INFORMATION

This Prospectus describes Class Y Shares of the Fund. This section
summarizes the Fund's principal investments. The sections entitled "What are
the Fund's Investments and Investment Practices?" and "What are the Risks of
Investing in the Fund?" and the SAI give more information about the Fund's
investment techniques and risks.

GOAL AND PRINCIPAL INVESTMENTS. The Fund's goal is to provide long-term
capital appreciation. Under normal market conditions, the Fund invests at
least 65% of its assets in equity securities of U.S. and foreign companies
which are principally engaged in the financial services industry and
companies which are likely to benefit from growth or consolidation in the
financial services industry.

Examples of companies in the financial services industry are:
- commercial, industrial and investment banks
- savings and loan associations
- brokerage companies
- consumer and industrial finance companies
- real estate and leasing companies
- insurance companies
- holding companies for each of the above

Under normal market conditions, the Fund invests at least 65% of its
assets in at least three different countries, including the United States.

PORTFOLIO MANAGEMENT. A committee of professional managers employed
by the Sub-Advisor makes decisions for the Fund.

WHO MAY WANT TO INVEST IN THE FUND?

<PAGE>

WHAT ARE THE FUND'S INVESTMENTS AND INVESTMENT PRACTICES?

<PAGE>

which event the Fund will bear the risk of possible loss due to adverse
market action or delays in liquidating the underlying obligation.

The Fund may invest in ASSET-BACKED SECURITIES which include debt
securities backed by mortgages, installment sales contracts and credit card
receivables.

<PAGE>

The Fund is classified as a "diversified fund" which means that with
respect to 75% of its assets, the Fund cannot invest more than 5% of its
assets in a single (other than the U.S. Government and its agencies and
instrumentalities). In addition, the Fund cannot invest more than 25% of its
assets in a single issuer.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

<PAGE>

that the counterparty will not perform its obligations, which could leave the
Fund worse off than if it had not entered into the position.

Investing in the Fund, with its larger investment in Foreign Securities,
may involve more risk than investing in a U.S. fund for the following
reasons: (1) there may be less public information available about foreign
companies than is available about U.S. companies; (2) foreign companies are
not generally subject to the uniform accounting, auditing and financial
reporting standards and practices applicable to U.S. companies; (3) foreign
markets have less volume than U.S. markets, and the securities of some
foreign companies are less liquid and more volatile than the securities
of comparable U.S. companies; (4) there may be less government regulation of
stock exchanges, brokers, listed companies and banks in foreign countries
than in the United States; (5) the Fund may incur fees on currency exchanges
when it changes investments from one country to another; (6) the Fund's
foreign investments could be affected by expropriation, confiscatory
taxation, nationalization of bank deposits, establishment of exchange
controls, political or social instability or diplomatic developments;
(7) fluctuations in foreign exchange rates will affect the value of the
Fund's portfolio securities, the value of dividends and interest earned,
gains and losses realized on the sale of securities, net investment income
and unrealized appreciation or depreciation of investments; and (8) possible
imposition of dividend or interest withholding by a foreign country.

The risks of various investment techniques the Fund uses are described
in more detail in the SAI.

PERFORMANCE

HOW IS THE FUND'S PERFORMANCE CALCULATED?

There are various ways in which the Fund may calculate and report its
performance. Performance is calculated separately for each class of shares.

<PAGE>

WHERE CAN I OBTAIN PERFORMANCE DATA?

PURCHASES AND EXCHANGES OF SHARES

The following persons may purchase Class Y Shares:

- fiduciary and discretionary accounts of institutions

- institutional investors (including: banks, savings institutions, credit
unions and other financial institutions; corporations, foundations,
partnerships, pension and profit sharing and employee benefit plans
and trusts and insurance companies, investment companies, investment
advisors and broker-dealers acting for their own accounts or for the
accounts of institutional investors)

- trustees, directors, officers and employees of Framlington, the Company
and the Trust, the Advisor and the Distributor

- the Advisor's investment advisory clients

- family members of employees of the Advisor

The Fund also has registered Class A, B, C and K Shares, which have
different sales charges, expense levels and performance. Call (800) 438-5789
to obtain more information concerning the Fund's other classes of shares.

WHAT PRICE DO I PAY FOR SHARES?

Class Y Shares are sold at the net asset value next determined by the
Fund without any initial sales charge. You should be aware that
broker-dealers (other than Fund's Distributor) may charge investors
additional fees if shares are purchased through them.

Except in certain limited circumstances, the Fund determines its net
asset value ("NAV") on each day the New York Stock Exchange ("NYSE") is open
for trading (a "Business Day") at the close of such trading (normally 4:00
p.m. Eastern time). The Fund calculates NAV separately for each class of
shares. NAV is calculated by totaling the value of all of the assets of the
Fund allocated to a particular class of shares, subtracting the Fund's
liabilities and expenses charged to that class and dividing the result by the
number of shares of that class outstanding.

WHEN CAN I PURCHASE SHARES?

Shares of the Fund are sold on a continuous basis and can be purchased
on any Business Day.

<PAGE>

WHAT IS THE MINIMUM REQUIRED INVESTMENT?

The minimum initial investment by fiduciary and discretionary accounts
of institutions and institutional investors for Class Y Shares of the Fund is
$500,000. Other types of investors are not subject to any minimum required
investment.

HOW CAN I PURCHASE SHARES?

You can purchase Class Y Shares in a number of different ways. You may
place orders for Class Y Shares directly through the Distributor or the
Transfer Agent or through arrangements with a financial institution.

- THROUGH A FINANCIAL INSTITUTION. You may purchase shares through a
financial institution through procedures established with that
institution. Confirmations of share purchases will be sent to the
institution.

- BY MAIL. You may open an account by mailing a completed and signed
Account Application Form and a check or other negotiable bank draft
(payable to The Munder Funds) to: THE MUNDER FUNDS, C/O FIRST
DATA INVESTOR SERVICES GROUP, P.O. BOX 5130, WESTBOROUGH,
MASSACHUSETTS 01581-5130. You can obtain an Account
Application Form by calling (800) 438-5789. For additional
investments, send a letter stating the Fund and share class
you wish to purchase, your name and your account number with a
check for $50 or more to the address listed above.

- BY WIRE. You may make additional investments in the Fund by wire. Wire
instructions must state the Fund name, share class, your registered
name and your account number. Your bank wire should be sent through
the Federal Reserve Bank Wire System to:

Boston Safe Deposit and Trust Company
Boston, MA
ABA # 011001234
DDA # 16-798-3
Account No.:

Note that banks may charge fees for transmitting wires.

- AUTOMATIC INVESTMENT PLAN ("AIP"). Under the AIP, you may arrange for
periodic investments in the Fund through automatic deductions from a
checking or savings account. To enroll in the AIP you should complete
the AIP Application Form or call the Fund at (800) 438-5789. The
minimum pre-authorized investment amount is $50. You may discontinue
the AIP at any time. We may discontinue the AIP on 30 days' written
notice to you.

You will not be issued a share certificate, unless you
request one in writing. We reserve the right to (i) reject
any purchase order if, in our opinion, it is in the Fund's
best interest to do so and (ii) suspend the offering of shares
of any Class for any period of time. You may pay for shares
of the Fund with securities which the Fund is allowed to hold,
subject to approval by the Advisor.

See the SAI for further information regarding purchases
of the Fund's shares.

HOW CAN I EXCHANGE SHARES?

You may exchange Class Y Shares of the Fund for Class Y
Shares of other funds of the Company, the Trust or Framlington
based on their relative net asset values.

<PAGE>

You must meet the minimum purchase requirements for the fund of
Framlington, the Company or the Trust that you purchase by exchange. You
must pay any difference in sales charge at the time of the exchange. Please
note that a share exchange is a taxable event and accordingly, you may
realize a taxable gain or loss. Before making an exchange request, read the
Prospectus of the fund you wish to purchase by exchange. You can obtain a
Prospectus for any fund of Framlington, the Company and the Trust by
contacting your broker or the Fund at (800) 438-5789. Brokers may charge a
fee for handling exchanges.

We may modify or terminate the exchange privilege at any time. You will
be given notice of any material modifications except where notice is not
required.

REDEMPTIONS OF SHARES

WHAT PRICE DO I RECEIVE FOR REDEEMED SHARES?

The redemption price is the net asset value next determined after we
receive the redemption request in proper order.

WHEN CAN I REDEEM SHARES?

HOW CAN I REDEEM SHARES?

- INVOLUNTARY REDEMPTION. We may redeem your account if its value falls
below $500 as a result of redemptions (but not as a result of a decline
in net asset value). You will be notified in writing and allowed 60
days to increase the value of your account to the minimum investment
level.

- AUTOMATIC WITHDRAWAL PLAN ("AWP"). If you have an account value of
$2,500 or more in the Fund, you may redeem shares on a monthly,
quarterly, semi-annual or annual basis. The minimum withdrawal is $50.
We usually process withdrawals on the 20th day of the month and
promptly send you your redemption amount. You may enroll in the AWP by
completing the AWP Application Form available through the Transfer
Agent. To participate in the AWP you must have your dividends
automatically reinvested and may not hold share certificates. You may
change or cancel the AWP at any time upon notice to the Transfer Agent.

WHEN WILL I RECEIVE REDEMPTION AMOUNTS?

<PAGE>

STRUCTURE AND MANAGEMENT OF THE FUND

HOW IS THE FUND STRUCTURED?

WHO MANAGES AND SERVICES THE FUND?

INVESTMENT ADVISOR. The Fund's investment advisor is Munder Capital
Management, a Delaware general partnership with its principal offices at 480
Pierce Street, Birmingham, Michigan 48009. The principal partners of the
Advisor are Old MCM, Inc. ("MCM"), Munder Group LLC and WAM Holdings, Inc.
("WAM"). MCM was founded in February 1985 as a Delaware corporation and was
a registered investment advisor. WAM is an indirect, wholly-owned subsidiary
of Comerica Incorporated ("Comerica"). Mr. Lee P. Munder, the Advisor's
chairman, indirectly owns or controls approximately 45% and Comerica
Incorporated owns or controls approximately 44% of the partnership interests
in the Advisor. As of December 31, 1997, the Advisor and its affiliates had
approximately $45 billion in assets under management, of which $22.2 billion
were invested in equity securities, $9 billion were invested in money market
or other short-term instruments, $9.3 billion were invested in other fixed
income securities, and $4.5 billion in non-discretionary assets.

The Advisor is entitled to receive a fee at an annual rate equal to
0.75% of the average daily net assets of the Fund.

PERFORMANCE OF SUB-ADVISOR

<PAGE>

of net income and capital gain distributions. The trust account returns are
calculated using beginning offer and ending bid prices for periods ended
December 31, 1997.

PERIOD ENDED U.K. MICROPAL
DECEMBER 31, 1997 FINANCIAL UNIT TRUST INTERNATIONAL
------------------ FUND GROWTH INDEX
--------- ------------------------
<S> <C> <C>
1 Year.......................... 25.31% 1.82%
3 Years......................... 111.59% 32.52%
5 Years......................... 179.61% 74.37%
10 Years........................ 474.69% 134.95%
Inception on November 3, 1986... 502.99% 188.87%

</TABLE>

Performance for the Financial Fund trust account is calculated on an
offer-bid basis; U.S. Dollar adjusted total return net of all management fees
but not reflective of U.K. tax. Source: Micropal.

Micropal Unit Trust International Growth Index performance shows total
return in U.S. Dollars but does not reflect the deduction of fees, expenses
and taxes. Source: Datastream.

The Micropal Unit Trust International Growth Index is [to be completed].

CUSTODIAN. Comerica Bank (the "Custodian") whose principal business
address is One Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226,
provides custodial services to the Fund. No compensation is paid to the
Custodian for such services. Comerica receives a fee of 0.01% of the
aggregate average daily net assets of the Fund beneficially owned by Comerica
and its customers for certain shareholder services provided by Comerica to
the Fund. State Street also serves as Sub-Custodian to
the Fund.

DISTRIBUTOR. Funds Distributor, Inc. is the distributor of the Fund's
shares and is located at 60 State Street, Suite 1300, Boston, Massachusetts
02109. It markets and sells the Fund's shares.

<PAGE>

For an additional description of the services performed by the
Administrator, the Transfer Agent, the Custodian, the Sub-Custodian and the
Distributor, see the SAI.

WHAT ARE MY RIGHTS AS A SHAREHOLDER?

As of the date of this Prospectus, Funds Distributor, Inc. has the right
to vote a majority of the outstanding shares of the Fund and therefore it is
considered to be a controlling person.

DIVIDENDS, DISTRIBUTIONS AND TAXES

WHEN WILL I RECEIVE DISTRIBUTIONS FROM THE FUND?

The Fund's net realized capital gains (including net short-term capital
gains), if any, are distributed at least annually.

HOW WILL DISTRIBUTIONS BE MADE?

ARE THERE TAX IMPLICATIONS OF MY INVESTMENTS IN THE FUND?

<PAGE>

ADDITIONAL INFORMATION

<PAGE>

MUNDER FRAMLINGTON GLOBAL FINANCIAL SERVICES FUND
STATEMENT OF ADDITIONAL INFORMATION

Framlington was organized as a Massachusetts business trust on October
30, 1996.

The Munder Framlington Global Financial Services Fund (the "Fund") is
currently one of four series of shares of The Munder Framlington Funds Trust
("Framlington"), an open-end management investment company. The Fund's
investment advisor is Munder Capital Management (the "Advisor").

This Statement of Additional Information is intended to supplement the
information provided to investors in the Fund's Prospectuses dated June___,
1998 and has been filed with the Securities and Exchange Commission (the
"SEC") as part of Framlington's Registration Statement. This Statement of
Additional Information is not a prospectus, and should be read only in
conjunction with the Fund's Prospectuses dated June ___, 1998 (the
"Prospectus"). The contents of this Statement of Additional Information are
incorporated by reference in the Prospectuses in its entirety. A copy of
each Prospectus may be obtained through Funds Distributor, Inc. (the
"Distributor"), or by calling (800) 438-5789. This Statement of Additional
Information is dated June____, 1998.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY ANY BANK, AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. AN INVESTMENT IN THE FUNDS INVOLVES INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.

<PAGE>

TABLE OF CONTENTS

Page
----
<S> <C>

General..................................................................... 3
Fund Investments............................................................ 3
Investment Limitations...................................................... 17
Trustees and Officers....................................................... 18
Investment Advisory and Other Service Arrangements.......................... 23
Portfolio Transactions...................................................... 27
Additional Purchase and Redemption Information.............................. 29
Net Asset Value............................................................. 32
Performance Information..................................................... 32
Taxes....................................................................... 33
Additional Information Concerning Shares.................................... 39
Miscellaneous............................................................... 40
Registration Statement...................................................... 40
Appendix A.................................................................. 41
Appendix B.................................................................. 44
</TABLE>

No person has been authorized to give any information or to make any
representations not contained in this Statement of Additional Information or
in each Prospectus in connection with the offering made by each Prospectus
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Fund or the Distributor. The
Prospectuses do not constitute an offering by the Fund or by the Distributor
in any jurisdiction in which such offering may not lawfully be made.

<PAGE>

GENERAL

As stated in each Prospectus, the investment advisor of the Fund is
Munder Capital Management (the "Advisor"). The principal partners of the
Advisor are Old MCM, Inc., Munder Group LLC, and WAM Holdings, Inc. ("WAM").
Mr. Lee P. Munder, the Advisor's Chairman, indirectly owns or controls
approximately 45% and Comerica Incorporated owns or controls approximately
44% of the partnership interests of the Advisor. Capitalized terms used
herein and not otherwise defined have the same meanings as are given to them
in the Prospectuses.

Framlington Overseas Investment Management Limited (the "Sub-Advisor")
serves as sub-advisor for the Fund. The Sub-Advisor is a subsidiary of
Framlington Group Limited, incorporated in England and Wales which, through
its subsidiaries, provides a wide range of investment services. Framlington
Group Limited is a wholly owned subsidiary of Framlington Holdings Limited
which is, in turn, owned 49% by the Advisor and 51% by Credit Commercial de
France S.A., a French banking corporation listed on the Societe des Bourses
Francaises.

FUND INVESTMENTS

The following supplements the information contained in the Prospectuses
concerning the investment objective and policies of the Fund. The Fund's
investment objective is a non-fundamental policy and may be changed without
the authorization of the holders of a majority of the Fund's outstanding
shares. All other investment policies other than those specifically
designated as fundamental, are non-fundamental policies and may be changed
without the authorization of the holders of a majority of the Fund's
outstanding shares. There can be no assurance that the Fund will achieve its
objective. A description of applicable credit ratings is set forth in
Appendix A hereto.

BORROWING. The Fund is authorized to borrow money in amounts up to 5%
of the value of its total assets at the time of such borrowings for temporary
purposes, and is authorized to borrow money in excess of the 5% limit as
permitted by the Investment Company Act of 1940, as amended (the "1940 Act")
to meet redemption requests. This borrowing may be unsecured. The 1940 Act
requires the Fund to maintain continuous asset coverage of 300% of the amount
borrowed. If the 300% asset coverage should decline as a result of market
fluctuations or other reasons, the Fund may be required to sell some of its
portfolio holdings within three days to reduce the debt and restore the 300%
asset coverage, even though it may be disadvantageous from an investment
standpoint to sell securities at that time. Borrowed funds are subject to
interest costs that may or may not be offset by amounts earned on the
borrowed funds. The Fund may also be required to maintain minimum average
balance in connection with such borrowing or to pay a commitment or other
fees to maintain a line of credit; either of these requirements would
increase the cost of borrowing over the stated interest rate. The Fund may,
in connection with permissible borrowings, transfer as collateral, securities
owned by the Fund.

FOREIGN SECURITIES. Under normal market conditions, the Fund will
invest at least 65% of its assets in securities of issuers located in at
least three countries one of which may be the United States. The Fund may
purchase foreign securities which are represented by American Depositary
Receipts ("ADRs") listed on a domestic securities exchange or included in the
NASDAQ National Market System, or foreign securities listed directly on a
domestic securities exchange or included in the NASDAQ National Market
System. ADRs are receipts typically issued by a United States bank or trust
company evidencing ownership of the underlying foreign securities. Certain
such institutions issuing ADRs may not be sponsored by the issuer. A
non-sponsored depositary may not provide the same shareholder information
that a sponsored depositary is required to provide under its contractual
arrangements with the issuer.

<PAGE>

The Fund may also purchase Global Depositary Receipts ("GDRs") or
European Depositary Receipts ("EDRs"), which are receipts issued by European
financial institutions evidencing ownership of the underlying foreign
securities.

Income and gains on foreign securities may be subject to foreign
withholding taxes. Investors should consider carefully the substantial risks
involved in securities of companies and governments of foreign nations, which
are in addition to the usual risks inherent in domestic investments.

There may be less publicly available information about foreign companies
comparable to the reports and ratings published about companies in the United
States. Foreign companies are not generally subject to uniform accounting,
auditing and financial reporting standards, and auditing practices and
requirements may not be comparable to those applicable to United States
companies. Foreign markets have substantially less volume than the New York
Stock Exchange and securities of some foreign companies are less liquid and
more volatile than securities of comparable United States companies.
Commission rates in foreign countries, which are generally fixed rather than
subject to negotiation as in the United States, are likely to be higher. In
many foreign countries there is less government supervision and regulation of
stock exchanges, brokers, and listed companies than in the United States.
Such concerns are particularly heightened for emerging markets and Eastern
European countries.

Investments in companies domiciled in developing countries may be
subject to potentially higher risks than investments in developed countries.
These risks include (i) less social, political and economic stability; (ii)
the small current size of the markets for such securities and the currently
low or nonexistent volume of trading, which result in a lack of liquidity and
in greater price volatility; (iii) certain national policies which may
restrict the Fund's investment opportunities, including restrictions on
investment in issuers or industries deemed sensitive to national interest;
(iv) foreign taxation; (v) the absence of developed legal structures
governing private or foreign investment or allowing for judicial redress for
injury to private property; (vi) the absence, until recently in certain
Eastern European countries, of a capital market structure or market-oriented
economy; and (vii) the possibility that recent favorable economic
developments in Eastern Europe may be slowed or reversed by unanticipated
political or social events in such countries.

Investments in Eastern European countries may involve risks of
nationalization, expropriation and confiscatory taxation. The Communist
governments of a number of East European countries expropriated large amounts
of private property in the past, in many cases without adequate compensation,
and there can be no assurance that such expropriation will not occur in the
future. In the event of such expropriation, the Fund could lose a substantial
portion of any investments it has made in the affected countries. Further,
no accounting standards exist in Eastern European countries. Finally, even
though certain Eastern European currencies may be convertible into United
States dollars, the conversion rates may be artificial to the actual market
values and may be adverse to the Fund.

The Sub-Advisor endeavors to buy and sell foreign currencies on as
favorable a basis as practicable. Some price spread on currency exchange (to
cover service charges) may be incurred, particularly when the Fund changes
investments from one country to another or when proceeds of the sale of Fund
shares in U.S. dollars are used for the purchase of securities in foreign
countries. Also, some countries may adopt policies which would prevent the
Fund from transferring cash out of the country or withhold portions of
interest and dividends at the source. There is the possibility of
expropriation, nationalization or confiscatory taxation, withholding and
other foreign taxes on income or other amounts, foreign exchange controls
(which may include suspension of the ability to transfer currency from a
given country), default in foreign government securities, political or social
instability or diplomatic developments that could affect investments in
securities of issuers in foreign nations.

<PAGE>

The Fund may be affected either unfavorably or favorably by fluctuations
in the relative rates of exchange between the currencies of different
nations, by exchange control regulations and by indigenous economic and
political developments. Changes in foreign currency exchange rates will
influence values within the Fund from the perspective of U.S. investors, and
may also affect the value of dividends and interest earned, gains and losses
realized on the sale of securities, and net investment income and gains, if
any, to be distributed to shareholders by the Fund. The rate of exchange
between the U.S. dollar and other currencies is determined by the forces of
supply and demand in the foreign exchange markets. These forces are affected
by the international balance of payments and other economic and financial
conditions, government intervention, speculation and other factors. The
Sub-Advisor will attempt to avoid unfavorable consequences and to take
advantage of favorable developments in particular nations where, from time to
time, it places the Fund's investments.

The exercise of this flexible policy may include decisions to purchase
securities with substantial risk characteristics and other decisions such as
changing the emphasis on investments from one nation to another and from one
type of security to another. Some of these decisions may later prove
profitable and others may not. No assurance can be given that profits, if
any, will exceed losses.

FORWARD FOREIGN CURRENCY TRANSACTIONS. In order to protect against a
possible loss on investments resulting from a decline or appreciation in the
value of a particular foreign currency against the U.S. dollar or another
foreign currency, the Fund is authorized to enter into forward foreign
currency exchange contracts ("forward currency contracts"). These contracts
involve an obligation to purchase or sell a specified currency at a future
date at a price set at the time of the contract. Forward currency contracts
do not eliminate fluctuations in the values of portfolio securities but
rather allow the Fund to establish a rate of exchange for a future point in
time.

When entering into a contract for the purchase or sale of a security,
the Fund may enter into a forward currency contract for the amount of the
purchase or sale price to protect against variations, between the date the
security is purchased or sold and the date on which payment is made or
received, in the value of the foreign currency relative to the U.S. dollar or
other foreign currency.

When the Sub-Advisor anticipates that a particular foreign currency may
decline substantially relative to the U.S. dollar or other leading
currencies, in order to reduce risk, the Fund may enter into a forward
contract to sell, for a fixed amount, the amount of foreign currency
approximating the value of some or all of the Fund's securities denominated
in such foreign currency. Similarly, when the obligations held by the Fund
create a short position in a foreign currency, the Fund may enter into a
forward contract to buy, for a fixed amount, an amount of foreign currency
approximating the short position. With respect to any forward foreign
currency contract, it will not generally be possible to match precisely the
amount covered by that contract and the value of the securities involved due
to the changes in the values of such securities resulting from market
movements between the date the forward contract is entered into and the date
it matures. In addition, while forward contracts may offer protection from
losses resulting from declines or appreciation in the value of a particular
foreign currency, they also limit potential gains which might result from
changes in the value of such currency. The Fund will also incur costs in
connection with forward currency contracts and conversions of foreign
currencies and U.S. dollars.

A separate account consisting of cash or liquid securities equal to the
amount of the Fund's assets that could be required to consummate forward
contracts will be established with the Fund's Sub-Custodian except to the
extent the contracts are otherwise "covered." For the purpose of determining
the adequacy of the securities in the account, the deposited securities will
be valued at market or fair value. If the market or fair value of such
securities declines, additional cash or securities will be placed in the
account daily so that the value of the account will equal the amount of such
commitments by the Fund. A forward contract to sell a foreign currency is
"covered" if the Fund owns the currency (or securities

<PAGE>

denominated in the currency) underlying the contract, or holds a forward
contract (or call option) permitting the Fund to buy the same currency at a
price no higher than the Fund's price to sell the currency. A forward
contract to buy a foreign currency is "covered" if the Fund holds a forward
contract (or put option) permitting the Fund to sell the same currency at a
price as high as or higher than the Fund's price to buy the currency.

FUTURES CONTRACTS AND RELATED OPTIONS. The Fund currently expects that
it may purchase and sell futures contracts on interest-bearing securities or
securities or bond indices, and may purchase and sell call and put options on
futures contracts. For a detailed description of futures contracts and
related options, see Appendix B to this Statement of Additional Information.

ILLIQUID SECURITIES. The Fund may invest up to 15% of the value of its
net assets (determined at time of acquisition) in securities which are
illiquid. Illiquid securities would generally include securities for which
there is a limited trading market, repurchase agreements and time deposits
with notice/termination dates in excess of seven days, and certain securities
which are subject to trading restrictions because they are not registered
under the Securities Act of 1933, as amended (the "Act"). If, after the time
of acquisition, events cause this limit to be exceeded, the Fund will take
steps to reduce the aggregate amount of illiquid securities as soon as
reasonably practicable in accordance with the policies of the SEC.

The Fund may invest in commercial obligations issued in reliance on the
"private placement" exemption from registration afforded by Section 4(2) of
the Act ("Section 4(2) paper"). The Fund may also purchase securities that
are not registered under the Act, but which can be sold to qualified
institutional buyers in accordance with Rule 144A under the Act, ("Rule 144A
securities"). Section 4(2) paper is restricted as to disposition under the
Federal securities laws, and generally is sold to institutional investors who
agree that they are purchasing the paper for investment and not with a view
to public distribution. Any resale by the purchaser must be in an exempt
transaction. Section 4(2) paper normally is resold to other institutional
investors through or with the assistance of the issuer or investment dealers
which make a market in the Section 4(2) paper, thus providing liquidity.
Rule 144A securities generally must be sold only to other qualified
institutional buyers. If a particular investment in Section 4(2) paper or
Rule 144A securities is not determined to be liquid, that investment will be
included within the Fund's limitation on investment in illiquid securities.
The Sub-Advisor will determine the liquidity of such investments pursuant to
guidelines established by Framlington's Board of Trustees. It is possible
that unregistered securities purchased by the Fund in reliance upon Rule 144A
could have the effect of increasing the level of the Fund's illiquidity to
the extent that qualified institutional buyers become, for a period,
uninterested in purchasing these securities.

INVESTMENT COMPANY SECURITIES. The Fund may invest in securities issued
by other investment companies. As a shareholder of another investment
company, the Fund would bear its pro rata portion of the other investment
company's expenses, including advisory fees. These expenses would be in
addition to the expenses the Fund bears directly in connection with its own
operations. The Fund currently intends to limit its investments in
securities issued by other investment companies so that, as determined
immediately after a purchase of such securities is made: (i) not more than
5% of the value of the Fund's total assets will be invested in the securities
of any one investment company; (ii) not more than 10% of the value of its
total assets will be invested in the aggregate in securities of investment
companies as a group; and (iii) not more than 3% of the outstanding voting
stock of any one investment company will be owned by the Fund.

LENDING OF PORTFOLIO SECURITIES. To enhance the return on its
portfolio, the Fund may lend securities in its portfolio (subject to a limit
of 25% of the Fund's total assets) to securities firms and financial
institutions, provided that each loan is secured continuously by collateral
in the form of cash, high quality money market instruments or short-term U.S.
Government securities adjusted daily to have a

<PAGE>

market value at least equal to the current market value of the securities
loaned. These loans are terminable at any time, and the Fund will receive
any interest or dividends paid on the loaned securities. In addition, it is
anticipated that the Fund may share with the borrower some of the income
received on the collateral for the loan or the Fund will be paid a premium
for the loan. The risk in lending portfolio securities, as with other
extensions of credit, consists of possible delay in recovery of the
securities or possible loss of rights in the collateral should the borrower
fail financially. In determining whether the Fund will lend securities, the
Sub-Advisor will consider all relevant facts and circumstances. The Fund
will only enter into loan arrangements with broker-dealers, banks or other
institutions which the Sub-Sub-Advisor has determined are creditworthy under
guidelines established by the Board of Trustees.

LOWER-RATED SECURITIES. The Fund may invest up to 5% of its total
assets in securities that are rated below investment grade by Standard &
Poor's or Moody's. Such securities are also known as junk bonds. The yields
on lower-rated debt and comparable unrated securities generally are higher
than the yields available on higher-rated securities. However, investments
in lower-rated debt and comparable unrated securities generally involve
greater volatility of price and risk of loss of income and principal,
including the possibility of default by or bankruptcy of the issuers of such
securities. Lower-rated debt and comparable unrated securities (a) will
likely have some quality and protective characteristics that, in the judgment
of the rating organization, are outweighed by large uncertainties or major
risk exposures to adverse conditions and (b) are predominantly speculative
with respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation. Accordingly, it is possible
that these types of factors could, in certain instances, reduce the value of
securities held in the Fund's portfolio, with a commensurate effect on the
value of the Fund's shares. Therefore, an investment in the Fund should not
be considered as a complete investment program and may not be appropriate for
all investors.

While the market values of lower-rated debt and comparable unrated
securities tend to react more to fluctuations in interest rate levels than
the market values of higher-rated securities, the market values of certain
lower rated debt and comparable unrated securities also tend to be more
sensitive to individual corporate developments and changes in economic
conditions than higher-rated securities. In addition, lower-rated debt
securities and comparable unrated securities generally present a higher
degree of credit risk. Issuers of lower-rated debt and comparable unrated
securities often are highly leveraged and may not have more traditional
methods of financing available to them so that their ability to service their
debt obligations during an economic downturn or during sustained periods of
rising interest rates may be impaired. The risk of loss due to default by
such issuers is significantly greater because lower-rated debt and comparable
unrated securities generally are unsecured and frequently are subordinated to
the prior payment of senior indebtedness. The Fund may incur additional
expenses to the extent that it is required to seek recovery upon a default in
the payment of principal or interest on its portfolio holdings. The
existence of limited markets for lower-rated debt and comparable unrated
securities may diminish the Fund's ability to (a) obtain accurate market
quotations for purposes of valuing such securities and calculating its net
asset value and (b) sell the securities at fair value either to meet
redemption requests or to respond to changes in the economy or in financial
markets.

Lower-rated debt securities and comparable unrated securities may have
call or buy-back features that permit their issuers to call or repurchase the
securities from their holders. If an issuer exercises these rights during
periods of declining interest rates, the Fund may have to replace the
security with a lower yielding security, thus resulting in a decreased return
to the Fund.

MONEY MARKET INSTRUMENTS. The Fund may invest from time to time in
"money market instruments," a term that includes, among other things, bank
obligations, commercial paper, variable amount master demand notes and
corporate bonds with remaining maturities of 397 days or less.

<PAGE>

Bank obligations include bankers' acceptances, negotiable certificates
of deposit and non-negotiable time deposits, including U.S.
dollar-denominated instruments issued or supported by the credit of U.S. or
foreign banks or savings institutions. Although the Fund will invest in
obligations of foreign banks or foreign branches of U.S. banks only where the
Sub-Advisor deems the instrument to present minimal credit risks, such
investments may nevertheless entail risks that are different from those of
investments in domestic obligations of U.S. banks due to differences in
political, regulatory and economic systems and conditions. All investments
in bank obligations are limited to the obligations of financial institutions
having more than $1 billion in total assets at the time of purchase.

Investments by the Fund in commercial paper will consist of issues rated
at the time A-1 and/or P-1 by Standard & Poor's Rating Service, a division of
McGraw-Hill Companies, Inc. ("S&P") or Moody's Investor Services, Inc.
("Moody's"). In addition, the Fund may acquire unrated commercial paper and
corporate bonds that are determined by the Sub-Advisor at the time of
purchase to be of comparable quality to rated instruments that may be
acquired by the Fund as previously described.

The Fund may also purchase variable amount master demand notes which are
unsecured instruments that permit the indebtedness thereunder to vary and
provide for periodic adjustments in the interest rate. Although the notes
are not normally traded and there may be no secondary market in the notes,
the Fund may demand payment of the principal of the instrument at any time.
The notes are not typically rated by credit rating agencies, but issuers of
variable amount master demand notes must satisfy the same criteria as set
forth above for issuers of commercial paper. If an issuer of a variable
amount master demand note defaulted on its payment obligation, the Fund might
be unable to dispose of the note because of the absence of a secondary market
and might, for this or other reasons, suffer a loss to the extent of the
default. The Fund invests in variable amount master notes only when the
Sub-Advisor deems the investment to involve minimal credit risk.

NON-DOMESTIC BANK OBLIGATIONS. Non-domestic bank obligations include
Eurodollar Certificates of Deposit ("ECDs"), which are U.S.
dollar-denominated certificates of deposit issued by offices of foreign and
domestic banks located outside the United States; Eurodollar Time Deposits
("ETDs"), which are U.S. dollar-denominated deposits in a foreign branch of a
U.S. bank or a foreign bank; Canadian Time Deposits ("CTDs"), which are
essentially the same as ETDs except they are issued by Canadian offices of
major Canadian banks; Schedule Bs, which are obligations issued by Canadian
branches of foreign or domestic banks; Yankee Certificates of Deposit (Yankee
CDs"), which are U.S. dollar-denominated certificates of deposit issued by a
U.S. branch of a foreign bank and held in the United States; and Yankee
Bankers' Acceptances ("Yankee BAs"), which are U.S. dollar-denominated
bankers' Acceptances issued by a U.S. branch of a foreign bank and held in
the United States.

OPTIONS. The Fund may write covered call options, buy put options, buy
call options and write secured put options in an amount not exceeding 5% of
its net assets. Such options may relate to particular securities and may or
may not be listed on a national securities exchange and issued by the Options
Clearing Corporation. Options trading is a highly specialized activity which
entails greater than ordinary investment risk. Options on particular
securities may be more volatile than the underlying securities, and
therefore, on a percentage basis, an investment in options may be subject to
greater fluctuation than an investment in the underlying securities
themselves. For risks associated with options on foreign currencies, see
Appendix B to this Statement of Additional Information.

A call option for a particular security gives the purchaser of the
option the right to buy, and a writer the obligation to sell, the underlying
security at the stated exercise price at any time prior to the expiration of
the option, regardless of the market price of the security. The premium paid
to the writer is in consideration for undertaking the obligations under the
option contract. A put option for a particular security gives the purchaser
the right to sell the underlying security at the stated exercise price at any
time prior to the expiration date of the option, regardless of the market
price of the security.

<PAGE>

The writer of an option that wished to terminate its obligation may
effect a "closing purchase transaction." This is accomplished by buying an
option of the same series as the option previously written. The effect of
the purchase is that the writer's position will be canceled by the clearing
corporation. However, a writer may not effect a closing purchase transaction
after being notified of the exercise of an option. Likewise, an investor who
is the holder of an option may liquidate its position by effecting a "closing
sale transaction." The cost of such a closing purchase plus transaction
costs may be greater than the premium received upon the original option, in
which event the Fund will have incurred a loss in the transaction. There is
no guarantee that either a closing purchase or a closing sale transaction can
be effected.

Effecting a closing transaction in the case of a written call option
will permit the Fund to write another call option on the underlying security
with either a different exercise price or expiration date or both, or in the
case of a written put option, will permit the Fund to write another put
option to the extent that the exercise price thereof is secured by deposited
cash or short-term securities. Also, effecting a closing transaction will
permit the cash or proceeds from the concurrent sale of any securities
subject to the option to be used for other Fund investments. If the Fund
desires to sell a particular security from its portfolio on which it has
written a call option, it will effect a closing transaction prior to or
concurrent with the sale of the security.

The Fund may write options in connection with buy-and-write
transactions; that is, the Fund may purchase a security and then write a call
option against that security. The exercise price of the call the Fund
determines to write will depend upon the expected price movement of the
underlying security. The exercise price of a call option may be below
("in-the-money"), equal to ("at-the-money") or above ("out-of-the-money") the
current value of the underlying security at the time the option is written.
Buy-and-write transactions using in-the-money call options may be used when
it is expected that the price of the underlying security will remain flat or
decline moderately during the option period. Buy-and-write transactions
using out-of-the-money call options may be used when it is expected that the
premiums received from writing the call option plus the appreciation in the
market price of the underlying security up to the exercise price will be
greater than the appreciation in the price of the underlying security alone.
If the call options are exercised in such transactions, the Fund's maximum
gain will be the premium received by it for writing the option, adjusted
upwards or downwards by the difference between the Fund's purchase price of
the security and the exercise price. If the options are not exercised and
the price of the underlying security declines, the amount of such decline
will be offset in part, or entirely, by the premium received.

In the case of a call option on a security, the option is "covered" if
the Fund owns the security underlying the call or has an absolute and
immediate right to acquire that security without additional cash
consideration (or, if additional cash consideration is required, cash or cash
equivalents in such amount as are held in a segregated account by its
custodian) upon conversion or exchange of other securities held by it. For a
call option on an index, the option is covered if the Fund maintains with its
Sub-Custodian cash or cash equivalents equal to the contract value. A call
option is also covered if the Fund holds a call on the same security or index
as the call written where the exercise price of the call held is (i) equal to
or less than the exercise price of the call written, or (ii) greater than the
exercise price of the call written provided the difference is maintained by
the portfolio in cash or cash equivalents in a segregated account with its
custodian. The Fund will limit its investment in uncovered call options
purchased or written by the Fund to 33 1/3% of the Fund's total assets. The
Fund will write put options only if they are "secured" by cash or liquid
securities maintained in a segregated account by the Fund's sub-custodian in
an amount not less than the exercise price of the option at all times during
the option period.

<PAGE>

The writing of covered put options is similar in terms of risk/return
characteristics to buy-and-write transactions. If the market price of the
underlying security rises or otherwise is above the exercise price, the put
option will expire worthless and the Fund's gain will be limited to the
premium received. If the market price of the underlying security declines or
otherwise is below the exercise price, the Fund may elect to close the
position or take delivery of the security at the exercise price and the
Fund's return will be the premium received from the put option minus the
amount by which the market price of the security is below the exercise price.

The Fund may purchase put options to hedge against a decline in the
value of its portfolio. By using put options in this way, the Fund will
reduce any profit it might otherwise have realized in the underlying security
by the amount of the premium paid for the put option and by transaction
costs. The Fund may purchase call options to hedge against an increase in
the price of securities that it anticipates purchasing in the future. The
premium paid for the call option plus any transaction costs will reduce the
benefit, if any, realized by the Fund upon exercise of the option, and,
unless the price of the underlying security rises sufficiently, the option
may expire worthless to the Fund.

When the Fund purchases an option, the premium paid by it is recorded as
an asset of the Fund. When the Fund writes an option, an amount equal to the
net premium (the premium less the commission) received by the Fund is
included in the liability section of the Fund's statement of assets and
liabilities as a deferred credit. The amount of this asset or deferred
credit will be subsequently marked-to-market to reflect the current value of
the option purchased or written. The current value of the traded option is
the last sale price or, in the absence of a sale, the average of the closing
bid and asked prices. If an option purchased by the Fund expires
unexercised, the Fund realizes a loss equal to the premium paid. If the Fund
enters into a closing sale transaction on an option purchased by it, the Fund
will realize a gain if the premium received by the Fund on the closing
transaction is more than the premium paid to purchase the option, or a loss
if it is less. If an option written by the Fund expires on the stipulated
expiration date or if the Fund enters into a closing purchase transaction, it
will realize a gain (or loss if the cost of a closing purchase transaction
exceeds the net premium received when the option is sold) and the deferred
credit related to such option will be eliminated. If an option written by the
Fund is exercised, the proceeds of the sale will be increased by the net
premium originally received and the Fund will realize a gain or loss.

There are several risks associated with transactions in options on
securities and indices. For example, there are significant differences
between the securities and options markets that could result in an imperfect
correlation between these markets, causing a given transaction not to achieve
its objectives. An option writer, unable to effect a closing purchase
transaction, will not be able to sell the underlying security (in the case of
a covered call option) or liquidate the segregated account (in the case of a
secured put option) until the option expires or the optioned security is
delivered upon exercise with the result that the writer in such circumstances
will be subject to the risk of market decline or appreciation in the security
during such period.

There is no assurance that the Fund will be able to close an unlisted
option position. Furthermore, unlisted options are not subject to the
protections afforded purchasers of listed options by the Options Clearing
Corporation, which performs the obligations of its members who fail to do so
in connection with the purchase or sale of options.

In addition, a liquid secondary market for particular options, whether
traded over-the-counter or on a national securities exchange ("Exchange") may
be absent for reasons which include the following: there may be insufficient
trading interest in certain options; restrictions may be imposed by an
Exchange on opening transactions or closing transactions or both; trading
halts, suspensions or other restrictions may be imposed with respect to
particular classes or series of options or underlying securities; unusual or
unforeseen circumstances may interrupt normal operations on an Exchange; the
facilities of an Exchange or the Options Clearing Corporation may not at all
times be adequate to handle current trading value; or one or more Exchanges
could, for economic or other reasons, decide or be compelled at some future
date to discontinue the trading of options (or a particular class or series
of options), in which event the secondary market on that Exchange (or in that
class or series of options) would cease to exist, although outstanding
options that had been issued by the Options Clearing Corporation as a result
of trades on that Exchange would continue to be exercisable in accordance
with their terms.

<PAGE>

Currency transactions, including options on currencies and currency
futures, are subject to risks different from those of other portfolio
transactions. Because currency control is of great importance to the issuing
governments and influences economic planning and policy, purchases and sales
of currency and related instruments can be negatively affected by government
exchange controls, blockages, and manipulations or exchange restrictions
imposed by governments. These can result in losses to the Fund if it is
unable to deliver or receive currency or funds in settlement of obligations
and could also cause hedges it has entered into to be rendered useless,
resulting in full currency exposure as well as the incurring of transaction
costs. Buyers and sellers of currency futures are subject to the same risks
that apply to the use of futures generally. Further, settlement of a
currency futures contract for the purchase of most currencies must occur at a
bank based in the issuing nation. Trading options on currency futures is
relatively new, and the ability to establish and close out positions on such
options is subject to the maintenance of a liquid market which may not always
be available. Currency exchange rates may fluctuate based on factors
extrinsic to that country's economy.

REPURCHASE AGREEMENTS. The Fund may agree to purchase securities from
financial institutions such as member banks of the Federal Reserve System,
any foreign bank or any domestic or foreign broker/dealer that is recognized
as a reporting government securities dealer, subject to the seller's
agreement to repurchase them at an agreed-upon time and price ("repurchase
agreements"). The Sub-Advisor will review and continuously monitor the
creditworthiness of the seller under a repurchase agreement, and will require
the seller to maintain liquid assets in a segregated account in an amount
that is greater than the repurchase price. Default by, or bankruptcy of the
seller would, however, expose the Fund to possible loss because of adverse
market action or delays in connection with the disposition of underlying
obligations.

The repurchase price under the repurchase agreements described in the
Prospectuses generally equals the price paid by the Fund plus interest
negotiated on the basis of current short-term rates (which may be more or
less than the rate on the securities underlying the repurchase agreement).

Securities subject to repurchase agreements will be held by
Framlington's Custodian in the Federal Reserve/Treasury book-entry system or
by another authorized securities depositary. Repurchase agreements are
considered to be loans by the Fund under the 1940 Act.

REVERSE REPURCHASE AGREEMENTS. The Fund may borrow funds for temporary
or emergency purposes by selling portfolio securities to financial
institutions such as banks and broker/dealers and agreeing to repurchase them
at a mutually specified date and price ("reverse repurchase agreements").
Reverse repurchase agreements involve the risk that the market value of the
securities sold by the Fund may decline below the repurchase price. The Fund
will pay interest on amounts obtained pursuant to a reverse repurchase
agreement. While reverse repurchase agreements are outstanding, the Fund
will maintain in a segregated account, cash, U.S. Government securities or
other liquid high-grade securities of an amount at least equal to the market
value of the securities, plus accrued interest, subject to the agreement.

RIGHTS AND WARRANTS. As stated in its Prospectuses, the Fund may
purchase warrants, which are privileges issued by corporations enabling the
owners to subscribe to and purchase a specified number of shares of the
corporation at a specified price during a specified period of time.
Subscription rights normally have a short life span to expiration. The
purchase of warrants involves the risk that the

<PAGE>

Fund could lose the purchase value of a warrant if the right to subscribe to
additional shares is not exercised prior to the warrant's expiration. Also,
the purchase of warrants involves the risk that the effective price paid for
the warrant added to the subscription price of the related security may
exceed the value of the subscribed security's market price such as when there
is no movement in the level of the underlying security.

STOCK INDEX FUTURES, OPTIONS ON STOCK AND BOND INDICES AND OPTIONS ON
STOCK INDEX FUTURE CONTRACTS. The Fund may purchase and sell stock index
futures, options on stock and bond indices and options on stock index futures
contracts as a hedge against movements in the equity and bond markets.

A stock index futures contract is an agreement in which one party agrees
to deliver to the other an amount of cash equal to a specific dollar amount
times the difference between the value of a specific stock index at the close
of the last trading day of the contract and the price at which the agreement
is made. No physical delivery of securities is made.

Options on stock indices are similar to options on specific securities,
described above, except that, rather than the right to take or make delivery
of the specific security at a specific price, an option on a stock index
gives the holder the right to receive, upon exercise of the option, an amount
of cash if the closing level of that stock index is greater than, in the case
of a call option, or less than, in the case of a put option, the exercise
price of the option. This amount of cash is equal to such difference between
the closing price of the index and the exercise price of the option expressed
in dollars times a specified multiple. The writer of the option is
obligated, in return for the premium received, to make delivery of this
amount. Unlike options on specific securities, all settlements of options on
stock indices are in cash, and gain or loss depends on general movements in
the stocks included in the index rather than price movements in particular
stocks.

If the Sub-Advisor expects general stock or bond market prices to rise,
it might purchase a stock index futures contract, or a call option on that
index, as a hedge against an increase in prices of particular securities it
ultimately wants to buy. If in fact the index does rise, the price of the
particular securities intended to be purchased may also increase, but that
increase would be offset in part by the increase in the value of the Fund's
futures contract or index option resulting from the increase in the index.
If, on the other hand, the Sub-Advisor expects general stock or bond market
prices to decline, it might sell a futures contract, or purchase a put
option, on the index. If that index does in fact decline, the value of some
or all of the securities in the Fund's portfolio may also be expected to
decline, but that decrease would be offset in part by the increase in the
value of the Fund's position in such futures contract or put option.

The Fund may purchase and write call and put options on stock or bond
index futures contracts. The Fund may use such options on futures contracts
in connection with its hedging strategies in lieu of purchasing and selling
the underlying futures or purchasing and writing options directly on the
underlying securities or indices. For example, the Fund may purchase put
options or write call options on stock and bond index futures, rather than
selling futures contracts, in anticipation of a decline in general stock or
bond market prices or purchase call options or write put options on stock or
bond index futures, rather than purchasing such futures, to hedge against
possible increases in the price of securities which the Fund intends to
purchase.

In connection with transactions in stock or bond index futures, stock or
bond index options and options on stock index or bond futures, the Fund will
be required to deposit as "initial margin" an amount of cash and short-term
U.S. Government securities equal to from 5% to 8% of the contract amount.
Thereafter, subsequent payments (referred to as "variation margin") are made
to and from the broker to reflect changes in the value of the option or
futures contract. The Fund may not at any time commit

<PAGE>

more than 5% of its total assets to initial margin deposits on futures
contracts, index options and options on futures contracts.

STRIPPED SECURITIES. The Fund may acquire U.S. Government obligations
and their unmatured interest coupons that have been separated ("stripped") by
their holder, typically a custodian bank or investment brokerage firm.
Having separated the interest coupons from the underlying principal of the
U.S. Government obligations, the holder will resell the stripped securities
in custodial receipt programs with a number of different names, including
"Treasury Income Growth Receipts" ("TIGRs") and "Certificate of Accrual on
Treasury Securities" ("CATS"). The stripped coupons are sold separately from
the underlying principal, which is usually sold at a deep discount because
the buyer receives only the right to receive a future fixed payment on the
security and does not receive any rights to periodic interest (cash)
payments. The underlying U.S. Treasury bonds and notes themselves are held
in book-entry form at the Federal Reserve Bank or, in the case of bearer
securities (i.e., unregistered securities which are ostensibly owned by the
bearer or holder), in trust on behalf of the owners. Counsel to the
underwriters of these certificates or other evidences of ownership of U.S.
Treasury securities have stated that, in their opinion, purchasers of the
stripped securities most likely will be deemed the beneficial holders of the
underlying U.S. Government obligations for federal tax and securities
purposes. The Trust is not aware of any binding legislative, judicial or
administrative authority on this issue.

Only instruments which are stripped by the issuing agency will be
considered U.S. Government obligations. Securities such as CATS and TIGRs
which are stripped by their holder do not qualify as U.S. Government
obligations.

Within the past several years the Treasury Department has facilitated
transfers of ownership of zero coupon securities by accounting separately for
the beneficial ownership of particular interest coupon and principal payments
on Treasury securities through the Federal Reserve book-entry record-keeping
system. The Federal Reserve program as established by the Treasury
Department is known as "STRIPS" or "Separate Trading of Registered Interest
and Principal of Securities." Under the STRIPS program, a Fund is able to
have its beneficial ownership of zero coupon securities recorded directly in
the book-entry record-keeping system in lieu of having to hold certificates
or other evidences of ownership of the underlying U.S. Treasury securities.

In addition, the Fund may invest in stripped mortgage-backed securities
("SMBS"), which represent beneficial ownership interests in the principal
distributions and/or the interest distributions on mortgage assets. SMBS are
usually structured with two classes that receive different proportions of the
interest and principal distributions on a pool of mortgage assets. One type
of SMBS will have one class receiving some of the interest and most of the
principal from the mortgage assets, while the other class will receive most
of the interest and the remainder of the principal. In the most common case,
one class of SMBS will receive all of the interest (the interest-only or "IO"
class), while the other class will receive all of the principal (the
principal-only or "PO" class). SMBS may be issued by FNMA or FHLMC.

The original principal amount, if any, of each SMBS class represents the
amount payable to the holder thereof over the life of such SMBS class from
principal distributions of the underlying mortgage assets, which will be zero
in the case of an IO class. Interest distributions allocable to a class of
SMBS, if any, consist of interest at a specific rate of its principal amount,
if any, or its notional principal amount in the case of an IO class. The
notional principal amount is used solely for purposes of the determination of
interest distributions and certain other rights of holders of such IO class
and does not represent an interest in principal distributions of the mortgage
assets.

Yield on SMBS will be extremely sensitive to the prepayment experience
on the underlying mortgage loans, and there are other associated risks. For
IO classes of SMBS and SMBS that were

<PAGE>

purchased at prices exceeding their principal amounts there is a risk that
the Fund may not fully recover its initial investment.

The determination of whether a particular government-issued IO or PO
backed by fixed-rate mortgages is liquid may be made under guidelines and
standards established by the Board of Trustees. Such securities may be
deemed liquid if they can be disposed of promptly in the ordinary course of
business at a value reasonable close to that used in the calculation of the
Fund's net asset value per share.

SUPRANATIONAL BANK OBLIGATIONS. Supranational banks are international
banking institutions designed or supported by national governments to promote
economic reconstruction, development or trade between nations (e.g., The
World Bank). Obligations of supranational banks may be supported by
appropriated but unpaid commitments of their member countries and there is no
assurance these commitments will be undertaken or met in the future.

U.S. GOVERNMENT OBLIGATIONS. The Fund may purchase obligations issued
or guaranteed by the U.S. Government and U.S. Government agencies and
instrumentalities. Obligations of certain agencies and instrumentalities of
the U.S. Government, such as those of the Government National Mortgage
Association, are supported by the full faith and credit of the U.S. Treasury.
Others, such as those of the Export-Import Bank of the United States, are
supported by the right of the issuer to borrow from the U.S. Treasury; and
still others, such as those of the Student Loan Marketing Association, are
supported only by the credit of the agency or instrumentality issuing the
obligation. No assurance can be given that the U.S. Government would provide
financial support to U.S. government-sponsored instrumentalities if it is not
obligated to do so by law. Examples of the types of U.S. Government
obligations that may be acquired by the Funds include U.S. Treasury Bills,
Treasury Notes and Treasury Bonds and the obligations of Federal Home Loan
Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Federal National Mortgage Association,
Government National Mortgage Association, General Services Administration,
Student Loan Marketing Association, Central Bank for Cooperatives, Federal
Home Loan Mortgage Corporation, Federal Intermediate Credit Banks and
Maritime Administration.

VARIABLE AND FLOATING RATE INSTRUMENTS. Debt instruments may be
structured to have variable or floating interest rates. Variable and
floating rate obligations purchased by the Fund may have stated maturities in
excess of the Fund's maturity limitation if the Fund can demand payment of
the principal of the instrument at least once during such period on not more
than thirty days' notice (this demand feature is not required if the
instrument is guaranteed by the U.S. Government or an agency thereof). These
instruments may include variable amount master demand notes that permit the
indebtedness to vary in addition to providing for periodic adjustments in the
interest rates. The Sub-Advisor will consider the earning power, cash flows
and other liquidity ratios of the issuers and guarantors of such instruments
and, if the instrument is subject to a demand feature, will continuously
monitor their financial ability to meet payment on demand. Where necessary
to ensure that a variable or floating rate instrument is equivalent to the
quality standards applicable to the Fund, the issuer's obligation to pay the
principal of the instrument will be backed by an unconditional bank letter or
line of credit, guarantee or commitment to lend.

In determining average weighted portfolio maturity of the Fund, an
instrument will usually be deemed to have a maturity equal to the longer of
the period remaining until the next interest rate adjustment or the time the
Fund involved can recover payment of principal as specified in the
instrument. Variable rate U.S. Government obligations held by the Fund,
however, will be deemed to have maturities equal to the period remaining
until the next interest rate adjustment.

<PAGE>

The absence of an active secondary market for certain variable and
floating rate notes could make it difficult to dispose of the instruments,
and the Fund could suffer a loss if the issuer defaulted or during periods
that the Fund is not entitled to exercise its demand rights.

Variable and floating rate instruments held by the Fund will be subject
to the Fund's limitation on illiquid investments when the Fund may not demand
payment of the principal amount within seven days absent a reliable trading
market.

WHEN-ISSUED PURCHASES AND FORWARD COMMITMENTS (DELAYED-DELIVERY
TRANSACTIONS). When-issued purchases and forward commitments
(delayed-delivery transactions) are commitments by the Fund to purchase or
sell particular securities with payment and delivery to occur at a future
date (perhaps one or two months later). These transactions permit the Fund
to lock-in a price or yield on a security, regardless of future changes in
interest rates.

When the Fund agrees to purchase securities on a when-issued or forward
commitment basis, the Fund will segregate cash or liquid portfolio securities
equal to the amount of the commitment. Normally, the Fund will segregate
portfolio securities to satisfy a purchase commitment, and in such a case the
Fund may be required subsequently segregate additional assets in order to
ensure that the value of the account remains equal to the amount of the
Fund's commitments. It may be expected that the market value of the Fund's
net assets will fluctuate to a greater degree when it sets aside portfolio
securities to cover such purchase commitments than when it sets aside cash.
Because the Fund's liquidity and ability to manage its portfolio might be
affected when it sets aside cash or portfolio securities to cover such
purchase commitments, the Sub-Advisor expects that its commitments to
purchase when-issued securities and forward commitments will not exceed 25%
of the value of the Fund's total assets absent unusual market conditions.

The Fund will purchase securities on a when-issued or forward commitment
basis only with the intention of completing the transaction and actually
purchasing the securities. If deemed advisable as a matter of investment
strategy, however, the Fund may dispose of or renegotiate a commitment after
it is entered into, and may sell securities it has committed to purchase
before those securities are delivered to the Fund on the settlement date. In
these cases the Fund may realize a taxable capital gain or loss.

When the Fund engages in when-issued and forward commitment
transactions, it relies on the other party to consummate the trade. Failure
of such party to do so may result in the Fund's incurring a loss or missing
an opportunity to obtain a price considered to be advantageous.

The market value of the securities underlying a when-issued purchase or
a forward commitment to purchase securities, and any subsequent fluctuations
in their market value, are taken into account when determining the market
value of the Fund starting on the day the Fund agrees to purchase the
securities. The Fund does not earn interest on the securities it has
committed to purchase until they are paid for and delivered on the settlement
date.

REAL ESTATE SECURITIES. The Fund may invest in shares of real estate
investment trusts ("REITs"). REITs pool investors' funds for investment
primarily in income producing real estate loans or interests. A REIT is not
taxed on income distributed to shareholders if it complies with several
requirements relating to its organization, ownership, assets, and income and
a requirement that it distribute to its shareholders at least 95% of its
taxable income (other than net capital gains) for each taxable year. REITs
can generally be classified as Equity REIT's, Mortgage REITs and Hybrid
REITs. Equity REITs and Mortgage REITs, which invest the majority of their
assets directly in real property, derive their income primarily from rents.
Equity REITs can also realize capital gains by selling properties that have
appreciated in value. Mortgage REITs, which invest the majority of their
assets in real estate mortgages, derive their income primarily from interest
payments. Hybrid REITs combine the

<PAGE>

characteristics of both Equity REITs and Mortgage REITs. The Fund will not
invest in real estate directly, but only in securities issued by real estate
companies.

In addition to these risks, Equity REITs may be affected by changes in
the value of the underlying property owned by the trusts, while Mortgage
REITs may be affected by the quality of any credit extended. Further, Equity
and Mortgage REITs are also subject to heavy cash flow dependency, defaults
by borrowers and self-liquidation. In addition, Equity and Mortgage REITs
could possibly fail to qualify for the beneficial tax treatment available to
real estate investment trusts under the Internal Revenue Code of 1986, as
amended (the "Code") or to maintain their exemptions from registration under
the 1940 Act. The above factors may also adversely affect a borrowers or a
lessee's ability to meet its obligations to the REIT. In the event of a
default by a borrower or lessee, the REIT may experience delays in enforcing
its rights as a mortgage or lessor and may incur substantial costs associated
with protecting investments.

SHORT SALES. The Fund may make Short Sales of securities. A short
sale is a transaction in which the Fund sells a security it does not own in
anticipation that the market price of that security will decline. When the
Fund makes a short sale, it must borrow the security sold short and deliver
it to the broker-dealer through which it made the short sale as collateral
for its obligation to deliver the security upon conclusion of the sale. The
Fund may also sell securities that it owns or has the right to acquire at no
additional cost but does not intend to deliver to the buyer, a practice known
as selling short "against-the-box." The Fund may have to pay a fee to borrow
particular securities and is often obligated to pay over any payments
received on such borrowed securities. The Fund's obligation to replace the
borrowed security will be secured by collateral deposited with the
broker-dealer, usually cash, U.S. Government securities or other highly
liquid securities similar to those borrowed. The Fund will also be required
to deposit similar collateral with its Sub-Custodian to the extent necessary
so that the value of both collateral deposits in the aggregate is at all time
equal to at least 100% of the current market value of the security sold
short. Depending on arrangements made with the broker-dealer from which it
borrowed the security regarding payment over any received by the Fund on such
security, the Fund may not receive any payments (including interest) on its
collateral deposited with such broker-dealer.

If the price of the security sold short increases between the time of
the short sale and the time the Fund replaces the borrowed security, the Fund
will incur a loss; conversely, if the price declines, the Fund will realize a
capital gain. Any gain is limited to the price at which it sold the security
short, its potential loss is theoretically unlimited.

YIELDS AND RATINGS. The yields on certain obligations, including the
money market instruments in which the Fund may invest (such as commercial
paper and bank obligations), are dependent on a variety of factors, including
general money market conditions, conditions in the particular market for the
obligation, the financial condition of the issuer, the size of the offering,
the maturity of the obligation and the ratings of the issue. The ratings of
S&P, Moody's, Duff & Phelps Credit Rating Co., Thomson Bank Watch, Inc., and
other nationally recognized statistical NRSROs represent their respective
opinions as to the quality of the obligations they undertake to rate.
Ratings, however, are general and are not absolute standards of quality.
Consequently, obligations with the same rating, maturity and interest rate
may have different market prices.

OTHER. Subsequent to its purchase by the Fund, a rated security may
cease to be rated or its rating may be reduced below the minimum rating
required for purchase by the Fund. The Board of Trustees or the Sub-Advisor,
pursuant to guidelines established by the Board, will consider such an event
in determining whether the Fund should continue to hold the security in
accordance with the interests of the Fund and applicable regulations of the
SEC.

<PAGE>

It is possible that unregistered securities purchased by the Fund in
reliance upon Rule 144A under the Securities Act of 1933, as amended, could
have the effect of increasing the level of the Fund's illiquidity to the
extent that qualified institutional buyers become, for a period, uninterested
in purchasing these securities.

INVESTMENT LIMITATIONS

The Fund is subject to the investment limitations enumerated in this
section which may be changed only by a vote of the holders of a majority of
the Fund's outstanding shares (as defined under "Miscellaneous - Shareholder
Approvals").

The Fund may not:

1. Purchase securities (except U.S. Government securities) if more than
5% of its total assets will be invested in the securities of any one
issuer, except that up to 25% of the assets of the Fund may be
invested without regard to this 5% limitation;

2. Invest 25% or more of its total assets in securities issued by one or
more issuers conducting their principal business activities in the
same industry (except that the Fund will invest more than 25% of its
total assets in securities of issuers conducting their principal
business activities in the financial services industry);

3. Borrow money or enter into reverse repurchase agreements except that
the Fund may (i) borrow money or enter into reverse repurchase
agreements for temporary purposes in amounts not exceeding 5% of its
total assets and (ii) borrow money for the purpose of meeting
redemption requests, in amounts (when aggregated with amounts borrowed
under clause (i)) not exceeding 33 1/3% of its total assets;

4. Pledge, mortgage or hypothecate its assets other than to secure
borrowings permitted by restriction 3 above (collateral arrangements
with respect to margin requirements for options and futures
transactions are not deemed to be pledges or hypothecations for this
purpose);

5. Make loans of securities to other persons in excess of 25% of the
Fund's total assets; provided the Fund may invest without limitation
in short-term debt obligations (including repurchase agreements) and
publicly distributed debt obligations;

6. Underwrite securities of other issuers, except insofar as the Fund may
be deemed an underwriter under the Securities Act of 1933, as amended,
in selling portfolio securities;

7. Purchase or sell real estate or any interest therein, including
interests in real estate limited partnerships, except securities
issued by companies (including real estate investment trusts) that
invest in real estate or interests therein;

8. Purchase securities on margin, [or make short sales of securities],
except for the use of short-term credit necessary for the clearance
of purchases and sales of portfolio securities, but the Fund may make
margin deposits in connection with transactions in options, futures
and options on futures;

9. Make investments for the purpose of exercising control or management;

<PAGE>

10. Invest in commodities or commodity futures contracts, provided that
this limitation shall not prohibit the purchase or sale by the Fund
of forward foreign currency exchange contracts, financial futures
contracts and options on financial futures contracts, foreign
currency contracts, and options on securities, foreign currencies and
securities indices, as permitted by the Fund's Prospectuses; or

11. Issue senior securities, except as permitted by the 1940 Act.

Additional investment restrictions adopted by the Fund, which may be
changed by the Board of Trustees, provide that the Fund may not:

1. Invest more than 15% of its net assets in illiquid securities;

2. Own more than 10% (taken at market value at the time of purchase) of
the outstanding voting securities of any single issuer; or

3. Invest in other investment companies except as permitted under the
1940 Act.

If a percentage limitation is satisfied at the time of investment, a
later increase or decrease in such percentage resulting from a change in the
value of the Fund's investments will not constitute a violation of such
limitation, except that any borrowing by the Fund that exceeds the
fundamental investment limitations stated above must be reduced to meet such
limitations within the period required by the 1940 Act (currently three
days). Otherwise, the Fund may continue to hold a security even though it
causes the Fund to exceed a percentage limitation because of fluctuation in
the value of the Fund's assets.

TRUSTEES AND OFFICERS

The trustees and executive officers of Framlington, and their business
addresses and principal occupations during the past five years, are:

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE POSITION WITH FRAMLINGTON DURING PAST FIVE YEARS
--------------------- ------------------------- ----------------------
<S> <C> <C>
Charles W. Elliott Chairman of the Board of Senior Advisor to the
3338 Bronson Boulevard Trustees President - Western
Kalamazoo, MI 49008 Michigan University since
Age: 65 July 1995; Executive Vice
President -
Administration & Chief
Financial Officer,
Kellogg Company from
January 1987 through June
1995; before that Price
Waterhouse. Board of
Directors, Steelcase
Financial Corporation.

John Rakolta, Jr. Trustee and Vice Chairman Chairman and Chief
1876 Rathmor of the Board of Trustees Executive Officer,
Bloomfield Hills, MI Walbridge Aldinger
48304 Company (construction
Age: 50 company).

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE POSITION WITH FRAMLINGTON DURING PAST FIVE YEARS
--------------------- ------------------------- ----------------------
<S> <C> <C>

Thomas B. Bender Trustee Investment Advisor,
7 Wood Ridge Road Financial & Investment
Glen Arbor, MI 49636 Management Group (since
Age: 64 April, 1991); Vice
President Institutional
Sales, Kidder, Peabody &
Co. (Retired April,
1991); Trustee, Vining
Real Estate Investment
Trust.

David J. Brophy Trustee Professor, University of
1025 Martin Place Michigan; Director, River
Ann Arbor, MI 48104 Place Financial Corp.
Age: 61

Dr. Joseph E. Champagne Trustee Dean, University Center,
319 East Snell Road Macomb College since
Rochester, MI 48306 September 1997; Corporate
Age: 59 and Executive Consultant
since September 1995;
prior to that Chancellor,
Lamar University from
September 1994 until
September 1995; before
that Consultant to
Management; President and
Chief Executive Officer,
Crittenton Corporation
(holding company that
owns healthcare
facilities) and
Crittenton Development
Corporation until August
1993; before that
President Oakland
University of Rochester,
MI, until August 1991;
Chairman, Board of
Directors, Ross Controls
of Troy, MI.

Thomas D. Eckert Trustee President and Chief
10726 Falls Pointe Drive Executive Officer,
Great Falls, VA 22066 Capital Automotive REIT
Age: 50 from November 1997 to
present (real estate
investment trust
specializing in retail
automotive properties);
prior to that President
and COO, Mid-Atlantic
Group of Pulte Home
Corporation (developer of
residential land and
construction of housing
units) from 1983 until
1997.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE POSITION WITH FRAMLINGTON DURING PAST FIVE YEARS
--------------------- ------------------------- ----------------------
<S> <C> <C>

Lee P. Munder* Trustee and President Chairman of the Advisor
480 Pierce Street since February 1998;
Suite 300 Chief Executive Officer
Birmingham, MI 48009 of World Asset Management
Age: 52 since January 1995; Chief
Executive Officer of Old
MCM (predecessor of
Advisor) since 1985; and
Director, LPM Investment
Services, Inc. ("LPM").

Terry H. Gardner Vice President, Chief Vice President and Chief
480 Pierce Street Financial Officer and Financial Officer of the
Suite 300 Treasurer Advisor, and Chief
Birmingham, MI 48009 Financial Officer of Old
Age: 37 MCM (February 1993 to
present); Secretary of
LPM.

Paul Tobias Vice President Chief Executive Officer
480 Pierce Street of the Advisor (since
Birmingham, MI 48009 February 1998); Chief
Suite 300 Operating Officer of the
Age: 45 Advisor; Executive Vice
President (April 1995-
February 1998); and
Executive Vice President
of Comerica, Inc.

Gerald Seizert Vice President Chief Executive Officer
480 Pierce Street of the Advisor (since
Suite 300 February 1998); Chief
Birmingham, MI 48009 Investment
Age: 45 Officer/Equities of the
Advisor; Executive Vice
President (April 1995-
February 1998); Managing
Director (1991-1995),
Director (1992-1995) and
Vice President (1984-
1991) of Loomis, Sayles
and Company, L.P.

Elyse G. Essick Vice President Vice President and
480 Pierce Street Director of Marketing for
Suite 300 the Advisor; Vice
Birmingham, MI 48009 President and Director of
Age: 38 Client Services of Old
MCM (August 1988 to
December 1994).

James C. Robinson Vice President Vice President and Chief
480 Pierce Street Investment Officer/Fixed
Suite 300 Income for the Advisor;
Birmingham, MI 48009 Vice President and
Age: 35 Director of Fixed Income
of Old MCM (1987-1994).
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE POSITION WITH FRAMLINGTON DURING PAST FIVE YEARS
--------------------- ------------------------- ----------------------
<S> <C> <C>

Leonard J. Barr, II Vice President Vice President and
480 Pierce Street Director of Core Equity
Suite 300 Research of the Advisor;
Birmingham, MI 48009 Director and Senior Vice
Age: 52 President of Old MCM
(since 1988); Director of
LPM.

Lisa A. Rosen Secretary, Assistant General Counsel of the
480 Pierce Street Treasurer Advisor (since May 1996);
Suite 300 formerly Counsel, First
Birmingham, MI 48009 Data Investor Services
Age: 30 Group, Inc.; Assistant
Vice President and
Counsel with The Boston
Company Advisors, Inc.;
Associate with Hutchins,
Wheeler & Dittmar.

Ann F. Putallaz Vice President Vice President and
480 Pierce Street Director of Fiduciary
Suite 300 Services of the Advisor
Birmingham, MI 48009 (since January 1995);
Age: 51 Director of Client and
Marketing Services of
Woodbridge.

Therese Hogan Assistant Secretary Director, State
53 State Street Regulation Department,
Boston, MA 02109 First Data Investor
Age: 36 Services Group (June
1994-present); formerly
Senior Legal Assistant,
Palmer & Dodge (October
1993-June 1994); Blue Sky
Paralegal, Robinson &
Cole (February 1984-
October 1993).

</TABLE>

* "Interested Person" of Framlington, as defined in the 1940 Act.

Trustees of Framlington and The Munder Funds Trust (the "Trust") and the
Directors of the Munder Funds, Inc. (the "Company") and St. Clair Funds, Inc.
("St. Clair") receive an aggregate fee from the Company, the Trust,
Framlington and St. Clair for services on those organizations' respective
Boards comprised of an annual retainer fee of $20,000 and a fee of $1,500 for
each Board meeting attended, and are reimbursed for all out-of-pocket
expenses relating to attendance at meetings.

The following table summarizes the compensation paid by Framlington, the
Trust, the Company and St. Clair, to their respective Trustees/Directors for
the year ended June 30, 1997.

<PAGE>

AGGREGATE PENSION
COMPENSATION RETIREMENT
FROM THE BENEFITS ESTIMATED
COMPANY, THE ACCRUED ANNUAL
NAME OF TRUST, ST. CLAIR AS PART OF BENEFITS TOTAL FROM
PERSON AND FUND UPON THE FUND
AND POSITION FRAMLINGTON EXPENSES RETIREMENT COMPLEX
------------ ---------------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
Charles W. Elliott $20,000 None None $20,000
Chairman

John Rakolta, Jr. $18,500 None None $18,500
Vice Chairman

Thomas B. Bender $20,000 None None $20,000
Trustee and Director

David J. Brophy $20,000 None None $20,000
Trustee and Director

Dr. Joseph E. $20,000 None None $20,000
Champagne
Trustee and Director

Thomas D. Eckert $20,000 None None $20,000
Trustee and Director

</TABLE>

No officer, Trustee or employee of the Advisor, Comerica Incorporated
("Comerica"), the Sub-Custodian, the Distributor, the Administrator or the
Transfer Agent currently receives any compensation from the Company, the
Trust, St. Clair or Framlington. As of March 20, 1998, the Trustees and
Officers of Framlington, as a group, owned less than 1% of outstanding shares
of the Fund.

SHAREHOLDER AND TRUSTEE LIABILITY. Under Massachusetts law,
shareholders of a business trust may, under certain circumstances, be held
personally liable as partners for the obligations of the trust. However,
Framlington's Declaration of Trust, as amended, provides that shareholders
shall not be subject to any personal liability in connection with the assets
of the Framlington for the acts or obligations of the Framlington, and that
every note, bond, contract, order or other undertaking made by the
Framlington shall contain a provision to the effect that the shareholders are
not personally liable thereunder. The Declaration of Trust, as amended,
provides for indemnification out of the trust property of any shareholder
held personally liable solely by reason of his or her being or having been a
shareholder and not because of his or her acts or omissions or some other
reason. The Declaration of Trust, as amended, also provides that Framlington
shall, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the Framlington, and shall satisfy
any judgment thereon. Thus, the risk of a shareholder's incurring financial
loss on account of shareholder liability is limited to circumstances in which
Framlington itself would be unable to meet its obligations.

The Declaration of Trust, as amended, further provides that all persons
having any claim against the Trustees, of Framlington shall look solely to
the trust property for payment; that no Trustee of Framlington shall be
personally liable for or on account of any contract, debt, tort, claim,
damage, judgment or decree arising out of or connected with the
administration or preservation of the trust property or the conduct of any
business of Framlington; and that no Trustee shall be personally liable to
any person for any action or failure to act except by reason of his own bad
faith, willful misfeasance,

<PAGE>

gross negligence or reckless disregard of his duties as a trustee. With the
exception stated, the Declaration of Trust, as amended, provides that a
Trustee is entitled to be indemnified against all liabilities and expenses
reasonably incurred by him in connection with the defense or disposition of
any proceeding in which he may be involved or with which he may be threatened
by reason of being or having been a Trustee, and that the Trustees will
indemnify officers, representatives and employees of Framlington to the same
extent that Trustees are entitled to indemnification.

INVESTMENT ADVISORY AND OTHER SERVICE ARRANGEMENTS

INVESTMENT ADVISOR. The Advisor of the Fund is Munder Capital
Management, a Delaware general partnership. The general partners of the
Advisor are WAM, Old MCM, and Munder Group, LLC. WAM is a wholly-owned
subsidiary of Comerica Bank -- Ann Arbor, which, in turn is a wholly-owned
subsidiary of Comerica Incorporated, a publicly-held bank holding company.

The Investment Advisory Agreement between the Advisor and Framlington
with respect to the Fund (the "Advisory Agreement") was approved by
Framlington's Board of Trustee's on February 24, 1998 and by shareholders on
May [ ], 1998. Under the terms of the Advisory Agreement, the Advisor
furnishes continuing investment supervision to the Fund.

For the advisory services provided and expenses assumed with regard to
the Fund, the Advisor has agreed to a fee from the Fund, computed daily and
payable monthly, at an annual rate of 0.75% of the average daily net assets
of the Fund.

The Advisory Agreement will continue in effect for a period of two years
from its effective date. If not sooner terminated, the Advisory Agreement
will continue in effect for successive one year periods thereafter, provided
that each continuance is specifically approved annually by (a) the vote of a
majority of the Board of Trustees who are not parties to the Advisory
Agreement or interested persons (as defined in the 1940 Act), cast in person
at a meeting called for the purpose of voting on approval, and (b) either (i)
the vote of a majority of the outstanding voting securities of the Fund, or
(ii) the vote of a majority of the Board of Trustees. The Advisory Agreement
is terminable by vote of the Board of Trustees, or by the holders of a
majority of the outstanding voting securities of the Fund, at any time
without penalty, upon 60 days' written notice to the Advisor. The Advisor may
also terminate its advisory relationship with the Fund without penalty upon
90 days' written notice to Framlington. The Advisory Agreement terminates
automatically in the event of its assignment (as defined in the 1940 Act).

The Sub-Advisor is a subsidiary of Framlington Group Limited, which is
incorporated in England and Wales and, through its subsidiaries, provides a
wide range of investment services. Framlington Group Limited is a wholly
owned subsidiary of Framlington Holdings Limited which is, in turn, owned 49%
by the Advisor and 51% by Credit Commercial de France S.A., a French banking
corporation listed on the Societe des Bourses Francaises.

Under the terms of the sub-advisory agreement with the Sub-Advisor, the
Sub-Advisor provides sub-advisory services to the Fund. Subject to
supervision of the Advisor, the Sub-Advisor is responsible for the management
of the Fund's portfolio, including all decisions regarding purchases and
sales of portfolio securities by the Fund. The Sub-Advisor is also
responsible for arranging the execution of all portfolio management
decisions, including the selection of brokers to execute trades and the
negotiation of brokerage commissions in connection therewith.

Framlington's Sub-Advisory Agreement, with respect to the Fund, will
continue in effect with respect to the Fund for a period of two years from
its effective date. If not sooner terminated, the Sub-Advisory Agreement
will continue in effect for successive one year periods thereafter, provided
that each continuance is specifically approved annually by (a) the vote of a
majority of the Board of Trustees who

<PAGE>

are not parties to the Sub-Advisory Agreement or interested persons (as
defined in the 1940 Act), cast in person at a meeting called for the purpose
of voting on approval, and (b) either (i) with respect to the Fund, the vote
of a majority of the outstanding voting securities of the Fund, or (ii) the
vote of a majority of the Board of Trustees. The Sub-Advisory Agreement is
terminable by vote of the Board of Trustees, or, with respect to the Fund, by
the holders of a majority of the outstanding voting securities of the Fund,
at any time without penalty, on 60 days' written notice to the Sub-Advisor,
or by the Advisor on 90 days' written notice to the Sub-Advisor. The
Sub-Advisor may also terminate its sub-advisory relationship with the Fund
without penalty on 90 days' written notice to Framlington. The Sub-Advisory
Agreement terminates automatically in the event of its assignment (as defined
in the 1940 Act).

[For its services, the Advisor pays the Sub-Advisor a monthly fee equal on an
annual basis to up to 0.50% of average daily net assets up to $250 million,
reduced to .375% of average daily net assets in excess of $250 million for the
International Growth Fund and the Healthcare Fund, and up to .625% of average
daily net assets for the Emerging Markets Fund.]

DISTRIBUTION AGREEMENT. Framlington has entered into a distribution
agreement, under which the Distributor, as agent, sells shares of the Fund on
a continuous basis. The Distributor has agreed to use appropriate efforts to
solicit orders for the purchase of shares of the Fund although it is not
obligated to sell any particular amount of shares. The Distributor pays the
cost of printing and distributing prospectuses to persons who are not holders
of fund shares (excluding preparation and printing expenses necessary for the
continued registration of the shares) and of printing and distributing all
sales literature. The Distributor's principal offices are located at 60
State Street, Suite 1300, Boston, Massachusetts 02109.

DISTRIBUTION SERVICES ARRANGEMENTS - CLASS A, CLASS B AND CLASS C
SHARES. The Fund has adopted a Service and Distribution Plan with respect to
its Class A Shares pursuant to which it uses its assets to finance
activities relating to the provision of certain shareholder services. Under
the Service and Distribution Plan for Class A Shares, the Distributor is paid
an annual service fee at the rate of up to 0.25% of the value of average
daily net assets of the Class A Shares of the Fund. The Fund has also
adopted a Service and Distribution Plan with respect to its Class B and Class
C Shares, pursuant to which it uses its assets to finance activities
relating to the distribution of its shares to investors and provision of
certain shareholder services. Under the Service and Distribution Plans for
Class B and Class C Shares, the Distributor is paid an annual service fee of
up to 0.25% of the value of average daily net assets of the Class B and Class
C Shares of the Fund and an annual distribution fee at the rate of up to
0.75% of the value of average daily net assets of the Class B and Class C
Shares of the Fund.

Under the terms of the Service and Distribution Plans (collectively, the
"Plans"), each Plan continues from year to year, provided such continuance is
approved annually by vote of the Board of Trustees, including a majority of
the Board of Trustees who are not interested persons of Framlington, and who
have no direct or indirect financial interest in the operation of that Plan
(the "Non-Interested Plan Trustees"). The Plans may not be amended to
increase the amount to be spent for the services provided by the Distributor
without shareholder approval, and all amendments of the Plans also must be
approved by the Trustees in the manner described above. Each Plan may be
terminated at any time, without penalty, by vote of a majority of the
Non-Interested Plan Trustees or by a vote of a majority of the outstanding
voting securities of the relevant class of the Fund (as defined in the 1940
Act) on not more than 30 days' written notice to any other party to the Plan.
Pursuant to each Plan, the Distributor will provide the Board of Trustees
periodic reports of amounts expended under the Plan and the purpose for which
such expenditures were made.

The Trustees have determined that the Plans will benefit Framlington and
its shareholders by (i) providing an incentive for broker or bank personnel
to provide continuous shareholder servicing after the time of sale; (ii)
retention of existing accounts; (iii) facilitating portfolio management
flexibility through

<PAGE>

continued cash flow into the Fund; and (iv) maintaining a competitive sales
structure in the mutual fund industry.

With respect to Class B and Class C Shares of the Fund, the Distributor
expects to pay sales commissions to dealers authorized to sell the Fund's
Class B and Class C Shares at the time of sale. The Distributor will use its
own funds (which may be borrowed) to pay such commissions pending
reimbursement by the relevant Service and Distribution Plan. In addition,
the Advisor may use its own resources to make payments to the Distributor or
dealers authorized to sell the Funds shares to support their sales efforts.

SHAREHOLDER SERVICING ARRANGEMENTS - CLASS K SHARES. As stated in the
Fund's Prospectus for Class K Shares, Class K Shares are sold to investors
through institutions which enter into Shareholder Servicing Agreements with
Framlington to provide support services to their Customers who beneficially
own Class K Shares in consideration of the Fund's payment of not more than
.25% (on an annualized basis) of the average daily net asset value of the
Class K Shares beneficially owned by the Customers.

Services provided by institutions under their service agreements may
include: (i) aggregating and processing purchase and redemption requests for
Class K Shares from Customers and placing net purchase and redemption orders
with the Distributor; (ii) providing Customers with a service that invests
the assets of their accounts in Class K Shares pursuant to specific or
pre-authorized instructions; (iii) processing dividend payments on behalf of
Customers; (iv) providing information periodically to Customers showing
their positions in Class K Shares; (v) arranging for bank wires; (vi)
responding to Customer inquiries relating to the services performed by the
institutions; (vii) providing subaccounting with respect to Class K Shares
beneficially owned by Customers or the information necessary for
subaccounting; (viii) if required by law, forwarding shareholder
communications from Framlington (such as proxies, shareholder reports, annual
and semi-annual financial statements and dividend, distribution and tax
notices) to Customers; (ix) forwarding to Customers proxy statements and
proxies containing any proposals regarding Framlington's arrangements with
institutions; and (x) providing such other similar services as Framlington
may reasonably request to the extent the institutions are permitted to do so
under applicable statutes, rules and regulations.

Pursuant to Framlington's agreements with such institutions, the Board
of Trustees will review, at least quarterly, a written report of the amounts
expended under Framlington's agreements with Institutions and the purposes
for which the expenditures were made. In addition, the arrangements with
Institutions must be approved annually by a majority of the Board of
Trustees, including a majority of the Trustees who are not "interested
persons" as defined in the 1940 Act, and have no direct or indirect financial
interest in such arrangements.

The Board of Trustees have approved the arrangements with Institutions
based on information provided by the service contractors that there is a
reasonable likelihood that the arrangements will benefit the Fund and their
shareholders by affording the Fund greater flexibility in connection with the
servicing of the accounts of the beneficial owners of its shares in an
efficient manner.

ADMINISTRATION AGREEMENT. State Street Bank and Trust Company ("State
Street") located at 225 Franklin Street, Boston, Massachusetts 02110, serves
as administrator for Framlington pursuant to an administration agreement (the
"Administration Agreement"). State Street has agreed to maintain office
facilities for Framlington; 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 or any state securities
commission having jurisdiction over Framlington. 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.

<PAGE>

The Administration Agreement provides that the Administrator performing
services thereunder shall not be liable under the Agreement except for its
willful misfeasance, bad faith or negligence in the performance of its duties
or from the reckless disregard by it of its duties and obligations thereunder.

CUSTODIAN, SUB-CUSTODIAN AND TRANSFER AGENCY AGREEMENTS. Comerica Bank,
whose principal business address is One Detroit Center, 500 Woodward Avenue,
Detroit, MI 48226, is the custodian of the Fund pursuant to a custodian
agreement ("Custody Agreement") with Framlington. The Custodian receives no
compensation for such services. State Street serves as the sub-custodian to
the Fund pursuant to a sub-custodian agreement (the "Sub-Custodian Contract")
among Framlington, Comerica Bank and State Street. State Street is also the
Sub-Custodian with respect to the custody of foreign securities held by the
Fund. State Street has in turn entered into additional agreements with
financial institutions and depositories located in foreign countries with
respect to the custody of such securities. Under the Sub-Custodian Contract,
the Sub-Custodian (i) maintains a separate account in the name of the Fund,
(ii) holds and transfers portfolio securities on account of the Fund, (iii)
accepts receipts and makes disbursements of money on behalf of the Fund, (iv)
collects and receives all income and other payments and distributions on
account of the Fund's securities and (v) makes periodic reports to the Board
of Trustees concerning the Fund's operations.

First Data Investor Services Group, Inc. ("Investor Services Group")
serves as the transfer and dividend disbursing agent for the Fund pursuant to
a transfer agency agreement (the "Transfer Agency Agreement") with
Framlington, under which Investor Services Group (i) issues and redeems
shares of the Fund, (ii) addresses and mails all communications by the Fund
to its record owners, including reports to shareholders, dividend and
distribution notices and proxy materials for its meetings of shareholders,
(iii) maintains shareholder accounts, (iv) responds to correspondence by
shareholders of the Fund and (v) makes periodic reports to the Board of
Trustees concerning the operations of the Fund.

OTHER INFORMATION PERTAINING TO ADMINISTRATION, TRANSFER AGENCY AND
SUB-CUSTODIAN AGREEMENTS. As stated in the Prospectuses, the Administrator,
the Transfer Agent and the Sub-Custodian each receives a separate fee for its
services. In approving the Administration Agreement, the Sub-Custodian
Contract and the Transfer Agency Agreement, the Board of Trustees did
consider the services that are to be provided under their respective
agreements, the experience and qualifications of the respective service
contractors, the reasonableness of the fees payable by Framlington in
comparison to the charges of competing vendors, the impact of the fees on the
estimated total ordinary operating expense ratio of the Fund and the fact
that neither the Administrator, the Sub-Custodian nor the Transfer Agent is
affiliated with Framlington or the Advisor. The Board also considered its
responsibilities under federal and state law in approving these agreements.

COMERICA. As stated in the Fund's Class K Shares Prospectus, Class K
Shares of the Fund are sold to customers of banks and other institutions.
Such banks and institutions may include Comerica Incorporated (a
publicly-held bank holding company), its affiliates and subsidiaries
("Comerica") and other institutions that have entered into agreements with
Framlington providing for shareholder services for their customers.

Banking laws and regulations currently 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, but such banking laws and
regulations do not prohibit such a holding company or affiliate or banks
generally from acting as investment advisor, administrator, transfer agent or
custodian to such an investment company, or from purchasing shares of such a
company as agent for and upon the order of customers. The Advisor and the
Custodian are subject to such banking laws and regulations.

<PAGE>

The Advisor and the Custodian believe they may perform the services for
Framlington contemplated by its respective agreements with Framlington
without violation of applicable banking laws and regulations. It should be
noted, however, that there have been no cases deciding whether bank and
non-bank subsidiaries of a registered bank holding company may perform
services comparable to those that are to be performed by these companies, and
future changes in either Federal or state statutes and regulations relating
to permissible activities of banks and their subsidiaries or affiliates, as
well as future judicial or administrative decisions or interpretations of
current and future statutes and regulations, could prevent these companies
from continuing to perform certain services for the Fund.

Should future legislative, judicial or administrative action prohibit or
restrict the activities of such companies in connection with the provision of
services on behalf Framlington, Framlington might be required to alter
materially or discontinue the arrangements with the institutions and change
the method of operations. It is not anticipated, however, that any change in
the Fund's method of operations would affect the net asset value per share of
the Fund or result in a financial loss to any shareholder of the Fund.

It should be noted that future changes in either Federal or state
statutes and regulations relating to permissible activities of banks and
their subsidiaries or affiliates, as well as future judicial or
administrative decisions or interpretations of current and future statutes
and regulations, could prevent Comerica and certain other institutions from
continuing to perform certain services for Class K shares of the Fund.

Should future legislative, judicial or administrative action prohibit or
restrict the activities of Comerica and/or other institutions in connection
with the provision of services on behalf of Class K shares of the Fund,
Framlington might be required to alter materially or discontinue the
arrangements with the institutions and change the method of operations with
respect to Comerica and certain other institutions. It is not anticipated,
however, that any change in the Fund's method of operations would affect the
net asset value per share of the Fund or result in a financial loss to any
holder of Class K shares of the Fund.

PORTFOLIO TRANSACTIONS

Subject to the general supervision of the Board of Trustees, the
Sub-Advisor makes decisions with respect to and places orders for all
purchases and sales of portfolio securities for the Fund.

Transactions on U.S. stock exchanges involve the payment of negotiated
brokerage commissions. On exchanges on which commissions are negotiated, the
cost of transactions may vary among different brokers. Transactions on
foreign stock exchanges involve payment for brokerage commissions which are
generally fixed.

Over-the-Counter issues, including corporate debt and government
securities, are normally traded on a "net" basis (i.e., without commission)
through dealers, or otherwise involve transactions directly with the issuer
of an instrument. With respect to over-the-counter transactions, the
Sub-Advisor will normally deal directly with dealers who make a market in the
instruments involved except in those circumstances where more favorable
prices and execution are available elsewhere. The cost of foreign and
domestic securities purchased from underwriters includes an underwriting
commission or concession, and the prices at which securities are purchased
from and sold to dealers include a dealer's mark-up or mark-down.

The Fund may participate, if and when practicable, in bidding for the
purchase of portfolio securities directly from an issuer in order to take
advantage of the lower purchase price available to

<PAGE>

members of a bidding group. The Fund will engage in this practice,
however, only when the Sub-Advisor believes such practice to be in the Fund's
interests.

The portfolio turnover rate of the Fund is calculated by dividing the
lesser of the Fund's annual sales or purchases of portfolio securities
(exclusive of purchase or sales of securities whose maturities at the time of
acquisition were one year or less) by the monthly average value of the
securities held by the Fund during the year. The Fund may engage in
short-term trading to achieve its investment objective. Portfolio turnover
may vary greatly from year to year as well as within a particular year.

In the Sub-Advisory Agreement, the Sub-Advisor agrees to select
broker-dealers in accordance with guidelines established by the Board of
Trustees from time to time and in accordance with applicable law. In
assessing the terms available for any transaction, the Sub-Advisor shall
consider all factors it deems relevant, including 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, both for the specific transaction and on a continuing
basis. In addition, the Sub-Advisory Agreement authorizes the Sub-Advisor,
subject to the prior approval of the Board of Trustees, to 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 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 Fund. Such brokerage and research services might
consist of reports and statistics on specific companies or industries,
general summaries of groups of bonds and their comparative earnings and
yields, or broad overviews of the securities markets and the economy.

Supplementary research information so received is in addition to, and
not in lieu of, services required to be performed by the Sub-Advisor and does
not reduce the advisory fees payable to the Sub-Advisor. It is possible that
certain of the supplementary research or other services received will
primarily benefit one or more other investment companies or other accounts
for which investment discretion is exercised. Conversely, the Fund may be the
primary beneficiary of the research or services received as a result of
portfolio transactions effected for such other account or investment company.

Portfolio securities will not be purchased from or sold to the Advisor,
Sub-Adviser or Distributor or any affiliated person (as defined in the 1940
Act) of the foregoing entities except to the extent permitted by SEC
exemptive order or by applicable law.

Investment decisions for the Fund and for other investment accounts
managed by the Sub-Advisor are made independently of each other in the light
of differing conditions. However, the same investment decision may be made
for two or more of such accounts. In such cases, simultaneous transactions
are inevitable. Purchases or sales are then averaged as to price and
allocated as to amount in a manner deemed equitable to each such account.
While in some cases this practice could have a detrimental effect on the
price or value of the security as far as the Fund is concerned, in other
cases it is believed to be beneficial to the Fund. To the extent permitted
by law, the Advisor may aggregate the securities to be sold or purchased for
the Fund with those to be sold or purchased for other investment companies or
accounts in executing transactions.

The Fund will not purchase securities during the existence of any
underwriting or selling group relating to such securities of which the
Advisor, Sub-Adviser or any affiliated person (as defined in the 1940 Act)
thereof is a member except pursuant to procedures adopted by Framlington's
Board of Trustees in accordance with Rule 10f-3 under the 1940 Act.

<PAGE>

Except as noted in the Prospectuses and this Statement of Additional
Information the Fund's service contractors bear all expenses in connection
with the performance of their services and the Fund bears the expenses
incurred in its operations. These expenses include, but are not limited to,
fees paid to the Advisor, Administrator, Sub-Custodian and Transfer Agent;
fees and expenses of officers and Trustees; taxes; interest; legal and
auditing fees; brokerage fees and commissions; certain fees and expenses in
registering and qualifying the Fund and its shares for distribution under
Federal and state securities laws; expenses of preparing prospectuses and
statements of additional information and of printing and distributing
prospectuses and statements of additional information to existing
shareholders; the expense of reports to shareholders, shareholders' meetings
and proxy solicitations; fidelity bond and directors' and officers' liability
insurance premiums; the expense of using independent pricing services; and
other expenses which are not assumed by the Administrator. Any general
expenses of Framlington that are not readily identifiable as belonging to a
particular investment portfolio of Framlington are allocated among all
investment portfolios of the Framlington by or under the direction of the
Board of Trustees in a manner that the Board of Trustees determines to be
fair and equitable, taking into consideration whether it is appropriate for
expenses to be borne by the Fund in addition to Framlington's other funds.
The Advisor, Administrator, Sub-Custodian and Transfer Agent may voluntarily
waive all or a portion of their respective fees from time to time.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Purchases and redemptions are discussed in the Fund's prospectuses and
such information is incorporated herein by reference.

PURCHASES. As described in the Prospectuses, shares of the Fund may be
purchased in a number of different ways. Such alternative sales arrangements
permit an investor to choose the method of purchasing shares that is more
beneficial depending on the amount of the purchase, the length of time the
investor expects to hold shares and other relevant circumstances. An
investor may place orders directly through the Transfer Agent or the
Distributor or through arrangements with his/her authorized broker.

RETIREMENT PLANS. Shares of the Fund may be purchased in connection
with various types of tax deferred retirement plans, including individual
retirement accounts ("IRAs"), qualified plans, deferred compensation for
public schools and charitable organizations (403(b) plans) and simplified
employee pension IRAs. An individual or organization considering the
establishment of a retirement plan should consult with an attorney and/or an
accountant with respect to the terms and tax aspects of the plan. A $10.00
annual custodial fee is also charged on IRAs. This custodial fee is due by
December 15 of each year and may be paid by check or shares liquidated from
a shareholder's account.

REDEMPTIONS. As described in the Fund's Prospectuses, shares of the
Fund may be redeemed in a number of different ways:

- By Mail
- By Telephone
- Automatic Withdrawal Plan

The redemption price for Fund shares is the net asset value next determined
after receipt of the redemption request in proper order. The redemption
proceeds will be reduced by the amount of any applicable contingent deferred
sales charge ("CDSC").

CONTINGENT DEFERRED SALES CHARGE - CLASS B SHARES. Class B Shares
redeemed within six years of purchase are subject to a CDSC. The CDSC is
based on the original net asset value at the time of investment or the net
asset value at the time of redemption, whichever is lower.

<PAGE>

The CDSC Schedule for Class B Shares of the Trust Funds purchased before
June 27, 1995 is set forth below. The Prospectuses describe the CDSC
Schedule for Class B Shares of Funds of the Trust, the Company and
Framlington purchased after June 27, 1995.

CLASS B SHARES OF THE TRUST FUNDS
PURCHASED ON OR BEFORE JUNE 27, 1995

<TABLE>

Redemption During CDSC
- ----------------- ----
<S> <C>

1st Year Since Purchase......................... 4.00%
2nd Year Since Purchase......................... 4.00%
3rd Year Since Purchase......................... 3.00%
4th Year Since Purchase......................... 3.00%
5th Year Since Purchase......................... 2.00%
6th Year Since Purchase......................... 1.00%
</TABLE>

CDSC WAIVERS - CLASS B SHARES OF THE TRUST FUNDS PURCHASED ON OR BEFORE
JUNE 27, 1995. The CDSC will be waived with respect to Class B Shares of
the Trust Funds purchased on or before June 27, 1995 in the following
circumstances:

(1) total or partial redemptions made within one year following the death
or disability of a shareholder or registered joint owner;

(2) minimum required distributions made in connection with an IRA or other
retirement plan following attainment of age 59 1/2; and

(3) redemptions pursuant to a Fund's right to liquidate a shareholder's
account involuntarily.

CDSC WAIVERS - CLASS B SHARES OF THE COMPANY PURCHASED ON OR BEFORE
JUNE 27, 1995. The CDSC will be waived on the following types of redemptions
with respect to Class B Shares of Company Funds purchased on or before June
27, 1995:

(1) redemptions by investors who have invested a lump sum amount of $1
million or more in the Fund;

(2) redemptions by the officers, Trustees, and employees of the Advisor or
the Distributor and such persons' immediate families;

(3) dealers or brokers who have a sales agreement with the Distributor,
for their own accounts, or for retirement plans for their employees
or sold to registered representatives or full time employees (and
their families) that certify to the Distributor at the time of
purchase that such purchase is for their own account (or for the
benefit of their families);

(4) involuntary redemptions effected pursuant to the Fund's right to
liquidate shareholder accounts having an aggregate net asset value
of less than $500; and

(5) redemptions the proceeds of which are reinvested in the Fund within 90
days of the redemption.

<PAGE>

CONTINGENT DEFERRED SALES CHARGE - CLASS A AND CLASS C SHARES. The
Prospectuses describe the CDSC for Class A or C Shares of the Funds of the
Trust, the Company and Framlington purchased after June 27, 1995.

Class A Shares of the Trust Funds purchased on or before June 27, 1995
without a sales charge by reason of a purchase of $500,000 or more are
subject to a CDSC of 1.00% of the lower of the original purchase price or the
net asset value at the time of redemption if such shares are redeemed within
two years of the date of purchase. Class A Shares of the Trust Funds
purchased on or before June 27, 1995 that are redeemed will not be subject
to the CDSC to the extent that the value of such shares represents: (1)
reinvestment of dividends or other distributions; (2) Class A Shares
redeemed more than two years after their purchase; (3) a minimum required
distribution made in connection with IRA or other retirement plans following
attainment of age 59 1/2; or (4) total or partial redemptions made within one
year following the death or disability of a shareholder or registered joint
owner.

No CDSC is imposed to the extent that the current market value of the
shares redeemed does not exceed (a) the current net asset value of shares
purchased through reinvestment of dividends or capital gain distributions
plus (b) the current net asset value of shares purchased more than one year
prior to the redemption, plus (c) increases in the net asset value of the
shareholder's shares above the purchase payments made during the preceding
one year.

The holding period of Class A or Class C Shares of a Fund acquired
through an exchange of the corresponding class of shares of the Munder Money
Market Fund (which are available only by exchange of Class A or Class C
Shares of the Fund, as the case may be) and the Company Funds and the
non-money market funds of the Trust will be calculated from the date that the
Class A or Class C Shares of the Fund were initially purchased.

In determining whether a CDSC is applicable to a redemption, the
calculation will be made in a manner that results in the lowest possible
rate. It will be assumed that the redemption is made first of amounts
representing all Class A Shares on which a front-end sales charge has been
assessed; then of shares acquired pursuant to the reinvestment of dividends
and distributions; and then of amounts representing the cost of shares
purchased one year or more prior to the redemption.

OTHER INFORMATION. Redemption proceeds are normally paid in cash;
however, the Fund may pay the redemption price in whole or part by a
distribution in kind of securities from the portfolio of the Fund, in lieu of
cash, in conformity with applicable rules of the SEC. If shares are redeemed
in kind, the redeeming shareholder might incur transaction costs in
converting the assets into cash. The Fund is obligated to redeem shares
solely in cash up to the lesser of $250,000 or 1% of its net assets during
any 90-day period for any one shareholder.

The Fund reserve the right to suspend or postpone redemptions during any
period when: (i) trading on the New York Stock Exchange (the "Stock
Exchange") is restricted by applicable rules and regulations of the SEC; (ii)
the Stock Exchange is closed for other than customary weekend and holiday
closings; (iii) the SEC has by order permitted such suspension or
postponement for the protection of the shareholders; or (iv) an emergency
exists as determined by the SEC making disposal of portfolio securities or
valuation of net assets of the Fund not reasonably practicable.

The Fund may involuntarily redeem an investor's shares if the net asset
value of such shares is less than $500; provided that involuntary redemptions
will not result from fluctuations in the value of an investor's shares. A
notice of redemption, sent by first-class mail to the investor's address of
record, will fix a date not less than 30 days after the mailing date, and
shares will be redeemed at the net asset value at the close of business on
that date unless sufficient additional shares are purchased to bring the

<PAGE>

aggregate account value up to $500 or more. A check for the redemption
proceeds payable to the investor will be mailed to the investor at the
address of record.

EXCHANGES. In addition to the method of exchanging shares described in
the Fund's Prospectuses, a shareholder exchanging at least $1,000 of shares
(for which certificates have not been issued) and who has authorized
expedited exchanges on the application form filed with the Transfer Agent may
exchange shares by telephoning the Fund at (800) 438-5789. Telephone
exchange instructions must be received by the Transfer Agent by 4:00 p.m.,
Eastern time. The Fund, the Distributor and the Transfer Agent reserve the
right at any time to suspend or terminate the expedited exchange procedure or
to impose a fee for this service. During periods of unusual economic or
market changes, shareholders may experience difficulties or delays in
effecting telephone exchanges. Neither the Funds nor the Transfer Agent will
be responsible for any loss, damages, expense or cost arising out of any
telephone exchanges effected upon instructions believed by them to be
genuine. The Transfer Agent has instituted procedures that it believes are
reasonably designed to insure that exchange instructions communicated by
telephone are genuine, and could be liable for losses caused by unauthorized
or fraudulent instructions in the absence of such procedures. The procedures
currently include a recorded verification of the shareholder's name, social
security number and account number, followed by the mailing of a statement
confirming the transaction, which is sent to the address of record.

NET ASSET VALUE

In determining the approximate market value of portfolio investments,
Framlington may employ outside organizations, which may use matrix or formula
methods that take into consideration market indices, matrices, yield curves
and other specific adjustments. This may result in the securities being
valued at a price different from the price that would have been determined
had the matrix or formula methods not been used. All cash, receivables and
current payables are carried on Framlington's books at their face value.
Other assets, if any, are valued at fair value as determined in good faith
under the supervision of the Board Members.

IN-KIND PURCHASES

Payment for shares may, in the discretion of the Advisor, be made in the
form of securities that are permissible investments for the Fund as described
in the Prospectuses. For further information about this form of payment
please contact the Transfer Agent. In connection with an in-kind securities
payment, the Fund will require, among other things, that the securities (a)
meet the investment objectives and policies of the Funds; (b) are acquired
for investment and not for resale; (c) are liquid securities that are not
restricted as to transfer either by law or liquidity of markets; (d) have a
value that is readily ascertainable by a listing on a nationally recognized
securities exchange; and (e) are valued on the day of purchase in accordance
with the pricing methods used by the Fund and that the Fund receive
satisfactory assurances that (i) it will have good and marketable title to
the securities received by it; (ii) that the securities are in proper form
for transfer to the Fund; and (iii) adequate information will be provided
concerning the basis and other tax matters relating to the securities.

PERFORMANCE INFORMATION

The Fund, in advertising its "average annual total return" computes its
return by determining the average annual compounded rate of return during
specified periods that equates the initial amount invested to the ending
redeemable value of such investment according to the following formula:

P (1 + T)n = ERV

Where: T = average annual total return;

<PAGE>

ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the 1, 5, or 10 year
(or other) periods at the end of the applicable period
and of any CDSC deduction (or a fractional portion
thereof);

P = hypothetical initial payment of $1,000;

n = number of years and portion of a year

The Fund, in advertising its "aggregate total return" computes its
return by determining the aggregate compounded rates of return during
specified periods that likewise equate the initial amount invested to the
ending redeemable value of such investment. The formula for calculating
aggregate total return is as follows:

(ERV) - 1
-----
Aggregate Total Return = P

The calculations are made assuming that (1) all dividends and capital
gain distributions are reinvested on the reinvestment dates at the price per
share existing on the reinvestment date, (2) all recurring fees charged to
all shareholder accounts are included, and (3) for any account fees that vary
with the size of the account, a mean (or median) account size in the Fund
during the periods is reflected. The ending redeemable value (variable "ERV"
in the formula) is determined by assuming complete redemption of the
hypothetical investment after deduction of all non-recurring charges at the
end of the measuring period. The Fund's average annual total return and load
adjusted aggregate total return quotations for Class A Shares will reflect
the deduction of the maximum sales charge charged in connection with the
purchase of such shares; and the Fund's load adjusted average annual total
return and load adjusted aggregate total return quotations for Class B Shares
will reflect any applicable CDSC; provided that the Fund may also advertise
total return data without reflecting any applicable CDSC sales charge imposed
on the purchase of Class A Shares or Class B Shares in accordance with the
views of the SEC. Quotations which do not reflect the sales charge will, of
course, be higher than quotations which do.

The performance of any investment is generally a function of portfolio
quality and maturity, type of investment and operating expenses.

From time to time, in advertisements or in reports to shareholders, the
Fund's total returns may be quoted and compared to those of other mutual
funds with similar investment objectives and to stock or other relevant
indices.

TAXES

The following summarizes certain additional tax considerations generally
affecting the Fund and its shareholders that are not described in the Fund's
Prospectuses. No attempt is made to present a detailed explanation of the tax
treatment of the Fund or its shareholders, and the discussion here and in the
Prospectuses is not intended as a substitute for careful tax planning.
Potential investors should consult their tax advisors with specific reference
to their own tax situations.

GENERAL. The Fund intends to elect and qualify annually to be taxed
separately as a regulated investment company under Subchapter M, of the
Internal Revenue Code of 1986, as amended (the "Code"). As a regulated
investment company, the Fund generally is exempt from Federal income tax on
its net investment income and realized capital gains which it distributes to
its shareholders, provided that

<PAGE>

it distributes an amount equal to the sum of (a) at least 90% of its
investment company taxable income (net investment income and the excess of
net short-term capital gain over net long-term capital loss), if any, for the
year and (b) at least 90% of its net tax-exempt interest income, if any, for
the year (the "Distribution Requirement") and satisfies certain other
requirements of the Code that are described below. Distributions of
investment company taxable income and net tax-exempt interest income made
during the taxable year or, under specified circumstances, within twelve
months after the close of the taxable year will satisfy the Distribution
Requirement.

In addition to satisfaction of the Distribution Requirement, the Fund
must derive with respect to a taxable year at least 90% of its gross income
from dividends, interest, certain payments with respect to securities loans
and gains from the sale or other disposition of stock or securities or
foreign currencies, or from other income derived with respect to its business
of investing in such stock, securities, or currencies (the "Income
Requirement").

In addition to the foregoing requirements, at the close of each quarter
of its taxable year, at least 50% of the value of the Fund's assets must
consist of cash and cash items, U.S. Government securities, securities of
other regulated investment companies, and securities of other issuers (as to
which the Fund has not invested more than 5% of the value of its total assets
in securities of such issuer and as to which the Fund does not hold more than
10% of the outstanding voting securities of such issuer) and no more than 25%
of the value of the Fund's total assets may be invested in the securities of
any one issuer (other than U.S. Government securities and securities of other
regulated investment companies), or in two or more issuers which the Fund
controls and which are engaged in the same or similar trades or businesses.

Certain debt instruments acquired by the Fund may include "original
issue discount" or "market discount". As a result, the Fund may be deemed
under tax law rules to have earned discount income in taxable periods in
which it does not actually receive any payments on the particular debt
instruments involved. This income, however, will be subject to the
Distribution Requirements and must also be distributed in accordance with the
excise tax distribution rules discussed below, which may cause the Fund to
have to borrow or liquidate securities to generate cash in order to timely
meet these requirements (even though such borrowing or liquidating securities
at that time may be detrimental from the standpoint of optimal portfolio
management). Gain from the sale of a debt instrument having market discount
may be treated for tax purposes as ordinary income to the extent that market
discount accrued during the Fund's ownership of that instrument.

Distributions of net investment income received by the Fund and any net
realized short-term capital gains distributed by the Fund will be taxable to
shareholders as ordinary income and will be eligible for the dividends
received deduction for corporations.

The Fund intends to distribute to shareholders any excess of net
long-term capital gain over net short-term capital loss ("net capital gain")
for each taxable year. Such gain is distributed as a capital gain dividend
and is taxable to shareholders as gain from the sale or exchange of a capital
asset held for more than one year, regardless of the length of time the
shareholder has held the Fund shares, and regardless of whether the
distribution is paid in cash or reinvested in shares. The Fund expects that
capital gain dividends will be taxable to shareholders as long-term gains.
Capital gain dividends are not eligible for the dividends received deduction.

In the case of corporate shareholders, distributions of the Fund for any
taxable year generally qualify for the dividends received deductions to the
extent of the gross amount of "qualifying dividends" received by such Fund
for the year and if certain holding period requirements are met. Generally,
a dividend will be treated as a "qualifying dividend" if it has been received
from a domestic corporation.

<PAGE>

If for any taxable year the Fund does not qualify as a regulated
investment company, all of its taxable income will be subject to tax at
regular corporate rates without any deduction for distributions to
shareholders. In such event, all distributions (whether or not derived from
exempt-interest income) would be taxable as ordinary income and would be
eligible for the dividends received deduction in the case of corporate
shareholders to the extent of the Fund's current and accumulated earnings and
profits.

Shareholders will be advised annually as to the Federal income tax
consequences of distributions made by the Fund each year.

Amounts not distributed on a timely basis in accordance with a calendar
year distribution requirement are subject to a nondeductible 4% excise tax.
To prevent imposition of the excise tax, the Fund must distribute during each
calendar year an amount equal to the sum of (1) at least 98% of its ordinary
income (not taking into account any capital gains or losses) for the calendar
year, (2) at least 98% of its capital gains in excess of its capital losses
(adjusted for certain ordinary losses, as prescribed by the Code) for the
one-year period ending on October 31 of the calendar year, and (3) any
ordinary income and capital gains for previous years that was not distributed
during those years. A distribution will be treated as paid on December 31 of
the current calendar year if it is declared by the Fund in October, November
or December with a record date in such a month and paid by the Fund during
January of the following calendar year. Such distributions will be taxable
to shareholders in the calendar year in which the distributions are declared,
rather than the calendar year in which the distributions are received. To
prevent application of the excise tax, the Fund intends to make its
distributions in accordance with the calendar year distribution requirement.

DISPOSITION OF SHARES. Upon the redemption, sale or exchange of shares
of the Fund, a shareholder may realize a capital gain or loss depending upon
his or her basis in the shares. Such gain or loss will be treated as capital
gain or loss if the shares are capital assets in the shareholder's hands and
will be long-term or short-term, generally depending upon the shareholder's
holding period for the shares. Any loss realized on a redemption, sale or
exchange will be disallowed to the extent the shares disposed of are replaced
(including shares acquired pursuant to a dividend reinvestment plan) within a
period of 61 days beginning 30 days before and ending 30 days after
disposition of the shares. In such a case, the basis of the shares acquired
will be adjusted to reflect the disallowed loss. Any loss realized by a
shareholder on a disposition of Fund shares held by the shareholder for six
months or less will be treated as a long-term capital loss to the extent of
any distributions of net capital gains received by the shareholder with
respect to such shares and treated as long-term capital gains. Furthermore a
loss realized by a shareholder on the redemption, sale or exchange of shares
of the Fund with respect to which exempt-interest dividends have been paid
will, to the extent of such exempt-interest dividends, be disallowed if such
shares have been held by the shareholder for six months or less.

In some cases, shareholders will not be permitted to take sales charge
into account for purposes of determining the amount of gain or loss realized
on the disposition of their stock. This prohibition generally applies where
(1) the shareholder incurs a sales charge in acquiring the stock of the Fund,
(2) the stock is disposed of before the 91st day after the date on which it
was acquired, and (3) the shareholder subsequently acquires the stock on the
same or another fund and the otherwise applicable sales charge is reduced
under a "reinvestment right" received upon the initial purchase of the
regulated investment company shares. The term "reinvestment right" means any
right to acquire stock of one or more funds without the payment of a sale
charge or with the payment of a reduced sales charge. Sales charges affected
by this rule are treated as if they were incurred with respect to the stock
acquired under the reinvestment right. This provision may be applied to
successive acquisitions of Fund shares.

Although the Fund expects to qualify as a "regulated investment company"
and to be relieved of all or substantially all Federal income taxes,
depending upon the extent of its activities in states and localities in which
its offices are maintained, in which its agents or independent contractors
are located

<PAGE>

or in which it is otherwise deemed to be conducting business, the Fund may be
subject to the tax laws of such states or localities.

Income received by the Fund from sources within foreign countries may be
subject to withholding and other foreign taxes. The payment of such taxes
will reduce the amount of dividends and distributions paid to the Fund's
shareholders. So long as the Fund qualifies as a regulated investment
company, certain distribution requirements are satisfied, and more than 50%
of the value of the Fund's assets at the close of the taxable year consists
of securities of foreign corporations, the Fund may elect, subject to
limitation, to pass through its foreign tax credits to its shareholders. The
Fund may qualify for and make this election in some, but not necessarily all,
of its taxable years. If the Fund were to make an election, an amount equal
to the foreign income taxes paid by the Fund would be included in the income
of its shareholders and the shareholders would be entitled to credit their
portions of this amount against their U.S. tax due, if any, or to deduct such
portions from their U.S. taxable income, if any. Shortly after any year for
which it makes such an election, the Fund will report to its shareholders, in
writing, the amount per share of such foreign tax that must be included in
each shareholder's gross income and the amount which will be available for
deduction or credit. No deduction for foreign taxes may be claimed by a
shareholder who does not itemize deductions. Certain limitations are imposed
on the extent to which the credit (but not the deduction) for foreign taxes
may be claimed.

Shareholders who choose to utilize a credit (rather than a deduction)for
foreign taxes will be subject to limitations, including the restriction that
the credit may not exceed the shareholder's United States tax (determined
without regard to the availability of the credit) attributable to his or her
total foreign source taxable income. For this purpose, the portion of
dividends and distributions paid by the Fund from its foreign source income
will be treated as foreign source income. The Fund's gains and losses from
the sale of securities will generally be treated as derived from United
States sources and certain foreign currency gains and losses likewise will be
treated as derived from United States sources. The limitation on the foreign
tax credit is applied separately to foreign source "passive income", such as
the portion of dividends received from the Fund which qualifies as foreign
source income. In addition, only a portion of the foreign tax credit will be
allowed to offset any alternative minimum tax imposed on corporations and
individuals. Because of these limitations, shareholders may be unable to
claim a credit for the full amount of their proportionate shares of the
foreign income taxes paid by the Fund.

HEDGING TRANSACTIONS. The taxation of equity options and
over-the-counter options on debt securities is governed by Code section 1234.
Pursuant to Code section 1234, the premium received by the Fund for selling
a put or call option is not included in income at the time of receipt. If
the option expires, the premium is short-term capital gain to the Fund. If
the Fund enters into a closing transaction, the difference between the amount
paid to close out its position and the premium received is short-term capital
gain or loss. If a call option written by the Fund is exercised, thereby
requiring the Fund to sell the underlying security, the premium will increase
the amount realized upon the sale of such security and any resulting gain or
loss will be a capital gain or loss, and will be long-term or short-term
depending upon the holding period of the security. With respect to a put or
call option that is purchased by the Fund, if the option is sold, any
resulting gain or loss will be a capital gain or loss, and will be long-term
or short-term, depending upon the holding period of the option. If the
option expires, the resulting loss is a capital loss and is long-term or
short-term, depending upon the holding period of the option. If the option
is exercised, the cost of the option, in the case of a call option, is added
to the basis of the purchased security and, in the case of a put option,
reduces the amount realized on the underlying security in determining gain or
loss.

Any regulated futures contracts and certain options (namely, non-equity
options and dealer equity options) in which the Fund may invest are "section
1256 contracts." Gains or losses on section 1256 contracts generally are
considered 60% long-term and 40% short-term capital gains or losses; however,
foreign currency gains or losses (as discussed below) arising from certain
section 1256 contracts may be treated as ordinary income or loss. Also,
section 1256

<PAGE>

contracts held by a Portfolio at the end of each taxable year (and,
generally, for purposes of the 4% excise tax, on October 31 of each year) are
"marked-to-market" (that is, treated as sold at fair market value), resulting
in unrealized gains or losses being treated as though they were realized.

Generally, the hedging transactions undertaken by the Fund may result in
"straddles" for U.S. federal income tax purposes. The straddle rules may
affect the character of gains (or losses) realized by the Fund. In addition,
losses realized by the Fund on positions that are part of a straddle may be
deferred under the straddle rules, rather than being taken into account in
calculating the taxable income for the taxable year in which the losses are
realized. Because only a few regulations implementing the straddle rules have
been promulgated, the tax consequences to the Fund of engaging in hedging
transactions are not entirely clear. Hedging transactions may increase the
amount of short-term capital gain realized by the Fund which is taxed as
ordinary income when distributed to shareholders.

The Fund may make one or more of the elections available under the Code
which are applicable to straddles. If the Fund makes any of the elections,
the amount, character and timing of the recognition of gains or losses from
the affected straddle positions will be determined under rules that vary
according to the election(s) made. The rules applicable under certain of the
elections may operate to accelerate the recognition of gains or losses from
the affected straddle positions.

Because the straddle rules may affect the character of gains or losses,
defer losses and/or accelerate the recognition of gains or losses from the
affected straddle positions, the amount which may be distributed to
shareholders, and which will be taxed to them as ordinary income or long-term
capital gain, may be increased or decreased as compared to a fund that did
not engage in such hedging transactions.

The diversification requirements applicable to the Fund's assets may
limit the extent to which the Fund will be able to engage in transactions in
options, futures or forward contracts.

CONSTRUCTIVE SALES. Recently enacted rules may affect the timing and
character of gain if the Fund engages in transactions that reduce or
eliminate its risk of loss with respect to appreciated financial positions.
If the Fund enters into certain transactions in property while holding
substantially identical property, the Fund would be treated as if it had sold
and immediately repurchased the property and would be taxed on any gain (but
not loss) from the constructive sale. The character of gain from a
constructive sale would depend upon the Fund's holding period in the
property. Loss from a constructive sale would be recognized when the
property was subsequently disposed of, and its character would depend on the
Fund's holding period and the application of various loss deferral provisions
of the Code.

CURRENCY FLUCTUATIONS - "SECTION 988" GAINS OR LOSSES. Under the Code,
gains or losses attributable to fluctuations in exchange rates which occur
between the time the Fund accrues receivables or liabilities denominated in a
foreign currency, and the time the Fund actually collects such receivables or
pays such liabilities, generally are treated as ordinary income or ordinary
loss. Similarly, on disposition of debt securities denominated in a foreign
currency and on disposition of certain options and futures contracts, gains
or losses attributable to fluctuations in the value of foreign currency
between the date of acquisition of the security or contract and the date of
disposition also are treated as ordinary gain or loss. These gains or
losses, referred to under the Code as "Section 988" gains or losses, may
increase or decrease the amount of the Fund's investment company taxable
income to be distributed to its shareholders as ordinary income.

PASSIVE FOREIGN INVESTMENT COMPANIES. The Fund may invest in shares of
foreign corporations that may be classified under the Code as passive foreign
investment companies ("PFICs"). In general, a foreign corporation is
classified as a PFIC if at least one-half of its assets constitute

<PAGE>

investment-type assets, or 75% or more of its gross income investment-type
income. If the Fund receives a so-called "excess distribution" with respect
to PFIC stock, the Fund itself may be subject to a tax on a portion of the
excess distribution, whether or not the corresponding income is distributed
by the Fund to shareholders. In general, under the PFIC rules, an excess
distribution is treated as having been realized ratably over the period
during which the Fund held the PFIC shares. The Fund will itself be subject
to tax on the portion, if any, of an excess distribution that is so allocated
to prior Fund taxable years and an interest factor will be added to the tax,
as if the tax had been payable in such prior taxable years. Certain
distributions from a PFIC as well as gain from the sale of PFIC shares are
treated as excess distributions. Excess distributions are characterized as
ordinary income even though, absent application of the PFIC rules, certain
excess distributions might have been classified as capital gain.

The Fund may be eligible to elect alternative tax treatment with respect
to PFIC shares. Under an election that currently is available in some
circumstances, the Fund generally would be required to include in its gross
income its share of the earnings of a PFIC on a current basis, regardless of
whether distributions were received from the PFIC in a given year. If this
election were made, the special rules, discussed above, relating to the
taxation of excess distributions, would not apply. In addition, another
election would involve marking to market the Fund's PFIC shares at the end of
each taxable year, with the result that unrealized gains would be treated as
though they were realized and reported as ordinary income. Any
mark-to-market losses and loss from an actual disposition of Fund shares
would be deductible as ordinary losses to the extent of any net
mark-to-market gains included in income in prior years.

Income received by the Fund from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries.

Framlington will be required in certain cases to withhold and remit to
the United States Treasury 31% of taxable distributions paid to any
shareholder (i) who has provided either an incorrect tax identification
number or no number at all, (ii) who is subject to backup withholding by the
Internal Revenue Service for failure to report the receipt of taxable
interest or dividend income properly, or (iii) who has failed to certify to
Framlington that he is not subject to backup withholding or that he is an
"exempt recipient."

Fund shareholders may be subject to state, local and foreign taxes on
their Fund distributions. In many states, Fund distributions which are
derived from interest on certain U.S. Government obligations are exempt from
taxation. The tax consequences to a foreign shareholder of an investment in
the Fund may be different from those described herein. Foreign shareholders
are advised to consult their own tax advisers with respect to the particular
tax consequences to them of an investment in the Fund. Shareholders are
advised to consult their own tax advisers with respect to the particular tax
consequences to them of an investment in the Fund.

OTHER TAXATION

The foregoing general discussion of Federal income tax consequences is
based on the Code and the regulations issued thereunder as in effect on the
date of this Statement of Additional Information. Future legislative or
administrative changes or court decisions may significantly change the
conclusions expressed herein, and any such changes or decisions may have a
retroactive effect with respect to the transactions contemplated herein.

<PAGE>

ADDITIONAL INFORMATION CONCERNING SHARES

Framlington is a Massachusetts business trust. Under its Declaration of
Trust, the beneficial interest in Framlington may be divided into an
unlimited number of full and fractional transferable shares. Framlington's
Declaration of Trust authorizes the Board of Trustees to classify or
reclassify any unissued shares of Framlington into one or more classes by
setting or changing, in any one or more respects, their respective
designations, preferences, conversion or other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of
redemption. Pursuant to the authority of Framlington's Declaration of Trust,
the Trustees have authorized the issuance of an unlimited number of shares of
beneficial interest in Framlington representing interest in four series of
shares. The Fund is currently offered in five separate classes: Class A,
Class B, Class C, Class K and Class Y Shares.

At a meeting on February 24, 1998, Framlington adopted a Multi-Class
Plan ("Multi-Class Plan") on behalf of the Fund. The Multi-Class Plan
provides that shares of each class of the Fund are identical, except for one
or more expense variables, certain related rights, exchange privileges, class
designation and sales loads assessed due to differing distribution methods.

In the event of a liquidation or dissolution of Framlington or the Fund,
shareholders of the Fund would be entitled to receive the assets available
for distribution belonging to the Fund, and a proportionate distribution,
based upon the relative net asset values of the Fund, of any general assets
not belonging to the Fund which are available for distribution. Shareholders
of the Fund are entitled to participate in the net distributable assets of
the Fund on liquidation, based on the number of shares of the Fund that are
held by each shareholder.

Shareholders of the Fund, as well as those of any other investment
portfolio now or hereafter offered by Framlington, will vote together in the
aggregate and not by class on all matters, except that only Class A Shares of
the Fund will be entitled to vote on matters submitted to a vote of
shareholders pertaining to the Fund's Class A Plan, only Class B Shares will
be entitled to vote on matters submitted to a vote of shareholders pertaining
to the Fund's Class B Plan, only Class C Shares of the Fund will be entitled
to vote on matters submitted to a vote of shareholders pertaining to the
Fund's Class C Plan, and only Class K Shares of the Fund will be entitled to
vote on matters submitted to a vote of shareholders pertaining to the Class K
Plan. Further, shareholders of the Fund, as well as those of any other
investment portfolio now or hereafter offered Framlington, will vote together
in the aggregate and not separately on a Fund-by-Fund basis, except as
otherwise required by law or when permitted by the Board of Trustees. Rule
18f-2 under the 1940 Act provides that any matter required to be submitted
to the holders of the outstanding voting securities of an investment company
such as Framlington shall not be deemed to have been effectively acted upon
unless approved by the holders of a majority of the outstanding shares of the
Fund affected by such matter. The Fund is affected by such a matter, unless
(i) it is clear that the interests of the Fund in the matter are
substantially identical, or (ii) the matter does not affect any interest of
the Fund. Under the Rule, the approval of an investment advisory agreement,
sub-advisory agreement or any change in a fundamental investment policy would
be effectively acted upon with respect to the Fund only if approved by a
majority of the outstanding shares of the Fund. However, the Rule also
provides that the ratification of the appointment of independent auditors,
the approval of principal underwriting contracts and the election of trustees
may be effectively acted upon by shareholders of Framlington voting together
in the aggregate without regard to a particular fund.

Shares of Framlington have noncumulative voting rights and, accordingly,
the holders of more than 50% of Framlington's outstanding shares
(irrespective of class) may elect all of the trustees. Shares have no
preemptive rights and only such conversion and exchange rights as the Board
may grant in its discretion. When issued for payment as described in the
applicable Prospectus, shares will be fully paid and non-assessable by
Framlington.

<PAGE>

Shareholder meetings to elect trustees will not be held unless and until
such time as required by law. At that time, the trustees then in office will
call a shareholders' meeting to elect trustees. Except as set forth above,
the trustees will continue to hold office and may appoint successor trustees.
Meetings of the shareholders of Framlington shall be called by the trustees
upon the written request of shareholders owning at least 10% of the
outstanding shares entitled to vote.

Framlington's Declaration of Trust, as amended, authorizes the Board of
Trustees, without shareholder approval (unless otherwise required by
applicable law), to (i) sell and convey the assets belonging to a class of
shares to another management investment company for consideration which may
include securities issued by the purchaser and, in connection therewith, to
cause all outstanding shares of such class to be redeemed at a price which is
equal to their net asset value and which may be paid in cash or by
distribution of the securities or other consideration received from the sale
and conveyance; (ii) sell and convert the assets belonging to one or more
classes of shares into money and, in connection therewith, to cause all
outstanding shares of such class to be redeemed at their net asset value; or
(iii) combine the assets belonging to a class of share with the assets
belonging to one or more other classes of shares if the Board of Trustees
reasonable determines that such combination and, in connection therewith, to
cause all outstanding shares of any such class to be redeemed or converted
into shares of another class of shares at their net asset value. However,
the exercise of such authority may be subject to certain restrictions under
the 1940 Act. Framlington's Board of Trustees may authorize the termination
of any class of shares after the assets belonging to such class have been
distributed to shareholders.

MISCELLANEOUS

COUNSEL. The law firm of Dechert Price & Rhoads, 1775 Eye Street, N.W.,
Washington, DC 20006, has passed upon certain legal matters in connection
with the shares offered by the Fund and serves as counsel to Framlington.

INDEPENDENT AUDITORS. Ernst & Young LLP, 200 Clarendon Street, Boston,
Massachusetts 02116, serves as Framlington's independent auditors.

As of [June __, 1998], Funds Distributor, Inc. held all of the shares of
the Fund.

SHAREHOLDER APPROVALS. As used in this Statement of Additional
Information and in the Prospectus, a "majority of the outstanding shares" of
the Fund means the lesser of (a) 67% of the shares of the Fund represented at
a meeting at which the holders of more than 50% of the outstanding shares of
such Fund are present in person or by proxy, or (b) more than 50% of the
outstanding shares of such Fund.

REGISTRATION STATEMENT

This Statement of Additional Information and the Fund's Prospectuses do
not contain all the information included in the Fund's registration statement
filed with the SEC under the 1933 Act with respect to the securities offered
hereby, certain portions of which have been omitted pursuant to the rules and
regulations of the SEC. The registration statement, including the exhibits
filed therewith, may be examined at the offices of the SEC in Washington, D.C.

Statements contained herein and in the Fund's Prospectuses as to the
contents of any contract of other documents referred to are not necessarily
complete, and, in such instance, reference is made to the copy of such
contract or other documents filed as an exhibit to the Fund's registration
statement, each such statement being qualified in all respects by such
reference.

40
<PAGE>
APPENDIX A

- RATED INVESTMENTS -

CORPORATE BONDS

Excerpts from MOODY'S INVESTORS SERVICES, INC. ("MOODY'S") description
of its bond ratings:

"Aaa": Bonds that are rated "Aaa" are judged to be of the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "gilt edge." Interest payments are protected by a large or by
an exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.

"Aa": Bonds that are rated "Aa" are judged to be of
high-quality by all standards. Together with the "Aaa" group they comprise
what are generally known as "high-grade" bonds. They are rated lower than
the best bonds because margins of protection may not be as large as in "Aaa"
securities or fluctuation of protective elements may be of greater amplitude
or there may be other elements present which make the long-term risks appear
somewhat larger than in "Aaa" securities.

"A": Bonds that are rated "A" possess many favorable investment
attributes and are to be considered as upper-medium-grade obligations.
Factors giving security to principal and interest are considered adequate,
but elements may be present which suggest a susceptibility to impairment
sometime in the future.

"Baa": Bonds that are rated "Baa" are considered as medium grade
obligations, I.E., they are neither highly protected nor poorly secured.
Interest payments and principal security appears adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well.

"Ba": Bonds that are rated "Ba" are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

"B": Bonds that are rated "B" generally lack characteristics of
desirable investments. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may
be small.

"Caa": Bonds that are rated "Caa" are of poor standing. These
issues may be in default or present elements of danger may exist with respect
to principal or interest.

Moody's applies numerical modifiers (1, 2 and 3) with respect to bonds
rated "Aa" through "B". The modifier 1 indicates that the bond being rated
ranks in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates that the bond
ranks in the lower end of its generic rating category.

Excerpts from STANDARD & POOR'S CORPORATION ("S&P") description of its
bond ratings:

"AAA": Debt rated "AAA" has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely strong.

<PAGE>

"AA": Debt rated "AA" has a very strong capacity to pay
interest and repay principal and differs from "AAA" issues by a small degree.

"A": Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.

"BBB": Bonds rated "BBB" are regarded as having an adequate capacity
to pay interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for bonds in this category than for bonds in higher rated
categories.

"BB", "B" AND "CCC": Bonds rated "BB" and "B" are regarded, on
balance, as predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the obligations.
"BB" represents a lower degree of speculation than "B" and "CCC" the highest
degree of speculation. While such bonds will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or
major risk exposures to adverse conditions.

To provide more detailed indications of credit quality, the "AA" or "A"
ratings may be modified by the addition of a plus or minus sign to show
relative standing within these major rating categories.

COMMERCIAL PAPER

The rating "PRIME-1" is the highest commercial paper rating assigned by
MOODY'S. These issues (or related supporting institutions) are considered to
have a superior capacity for repayment of short-term promissory obligations.
Issues rated "PRIME-2" (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics of "Prime-1" rated
issues, but to a lesser degree. Earnings trends and coverage ratios, while
sound, will be more subject to variation. Capitalization characteristics,
while still appropriate, may be more affected by external conditions. Ample
alternate liquidity is maintained.

Commercial paper ratings of S&P are current assessments of the
likelihood of timely payment of debt having original maturities of no more
than 365 days. Commercial paper rated "A-1" by S&P indicates that the degree
of safety regarding timely payment is either overwhelming or very strong.
Those issues determined to possess overwhelming safety characteristics are
denoted "A-1+." Commercial paper rated "A-2" by S&P indicates that capacity
for timely payment is strong. However, the relative degree of safety is not
as high as for issues designated "A-1."

<PAGE>

APPENDIX A

- RATED INVESTMENTS -

COMMERCIAL PAPER

Rated commercial paper purchased by the Fund must have (at the time of
purchase) the highest quality rating assigned to short-term debt securities
or, if not rated, or rated by only one agency, are determined to be of
comparative quality pursuant to guidelines approved by the Fund's Board of
Trustees. Highest quality ratings for commercial paper for Moody's and S&P
are as follows:

MOODY'S: The rating "PRIME-1" is the highest commercial paper rating
category assigned by Moody's. These issues (or related supporting
institutions) are considered to have a superior capacity for repayment of
short-term promissory obligations.

S&P: Commercial paper ratings of S&P are current assessments of the
likelihood of timely payment of debts having original maturities of no more
than 365 days. Commercial paper rated in the "A-1" category by S&P indicates
that the degree of safety regarding timely payment is either overwhelming or
very strong. Those issues determined to possess overwhelming safety
characteristics are denoted "A-1+".

<PAGE>

APPENDIX B

As stated in the Prospectuses, the Fund may enter into certain futures
transactions and options for hedging purposes. Such transactions are
described in this Appendix.

I. INDEX FUTURES CONTRACTS

GENERAL. A stock index assigns relative values to the stocks included
in the index and the index fluctuates with changes in the market values of
the stocks included. Some stock index futures contracts are based on broad
market indexed, such as the Standard & Poor's 500 or the New York Stock
Exchange Composite Index. In contrast, certain exchanges offer futures
contracts on narrower market indexes, such as the Standard & Poor's 100 or
indexes based on an industry or market segment, such as oil and gas stocks.

Futures contracts are traded on organized exchanges regulated by the
Commodity Futures Trading Commission. Transactions on such exchanges are
cleared through a clearing corporation, which guarantees the performance of
the parties to each contract.

The Fund will sell index futures contracts in order to offset a decrease
in market value of its portfolio securities that might otherwise result from
a market decline. The Fund will purchase index futures contracts in
anticipation of purchases of securities. In a substantial majority of these
transactions, the Fund will purchase such securities upon termination of the
long futures position, but a long futures position may be terminated without
a corresponding purchase of securities.

In addition, the Fund may utilize index futures contracts in
anticipation of changes in the composition of its portfolio holdings. For
example, in the event that the Fund expects to narrow the range of industry
groups represented in its holdings it may, prior to making purchases of the
actual securities, establish a long futures position based on a more
restricted index, such as an index comprised of securities of a particular
industry group. The Fund may also sell futures contracts in connection with
this strategy, in order to protect against the possibility that the value of
the securities to be sold as part of the restructuring of the portfolio will
decline prior to the time of sale.

EXAMPLES OF STOCK INDEX FUTURES TRANSACTIONS. The following are
examples of transactions in stock index futures (net of commissions and
premiums, if any).

ANTICIPATORY PURCHASE HEDGE: Buy the Future
Hedge Objective: Protect Against Increasing Price

<TABLE>
<CAPTION>
Portfolio Futures
--------- -------
<S> <C>
-Day Hedge is Placed-
Anticipate buying $62,500 in Equity Securities Buying 1 Index Futures at 125
Value of Futures = $62,500/Contract

-Day Hedge is Lifted-
Buy Equity Securities with Actual Cost = $65,000 Sell 1 Index Futures at 130
Increase in Purchase Price = $2,500 Value of Futures = $65,000/Contract
Gain on Futures = $2,500
</TABLE>

<PAGE>

HEDGING A STOCK PORTFOLIO: Sell the Future
Hedge Objective: Protect Against Declining
Value of the Portfolio

Factors:

Value of Stock Portfolio = $1,000,000
Value of Futures Contract - 125 X $500 = $62,500
Portfolio Beta Relative to the Index = 1.0

<TABLE>
<CAPTION>
Portfolio Futures
--------- -------
<S> <C>
-Day Hedge is Placed-
Anticipate Selling $1,000,000 in Equity Securities Sell 16 Index Futures at 125
Value of Futures = $1,000,000

-Day Hedge is Lifted-
Equity Securities - Own Stock Buy 16 Index Futures at 120
with Value = $960,000 Value of Futures = $960,000
Loss in Portfolio Value = $40,000 Gain on Futures = $40,000
</TABLE>

II. MARGIN PAYMENTS

Unlike purchase or sales of portfolio securities, no price is paid or
received by the Fund upon the purchase or sale of a futures contract.
Initially, the Fund will be required to deposit with the broker or in a
segregated account with the Custodian an amount of cash or cash equivalents,
known as initial margin, based on the value of the contract. The nature of
initial margin in futures transactions is different from that of margin in
security transactions in that futures contract margin does not involve the
borrowing of funds by the customer to finance the transactions. Rather, the
initial margin is in the nature of a performance bond or good faith deposit
on the contract which is returned to the Fund upon termination of the futures
contract assuming all contractual obligations have been satisfied.
Subsequent payments, called variation margin, to and from the broker, will be
made on a daily basis as the price of the underlying instruments fluctuates
making the long and short positions in the futures contract more or less
valuable, a process known as marking-to-the-market. For example, when the
Fund has purchased a futures contract and the price of the contract has risen
in response to a rise in the underlying instruments, that position will have
increased in value and the Fund will be entitled to receive from the broker a
variation margin payment equal to that increase in value. Conversely, where
the Fund has purchased a futures contract and the price of the futures
contract has declined in response to a decrease in the underlying
instruments, the position would be less valuable and the Fund would be
required to make a variation margin payment to the broker. At any time prior
to expiration of the futures contract, the Advisor may elect to close the
position by taking an opposite position, subject to the availability of a
secondary market, which will operate to terminate the Fund's position in the
futures contract. A final determination of variation margin is then made,
additional cash is required to be paid by or released to the Fund, and the
Fund realizes a loss or gain.

<PAGE>

III. RISKS OF TRANSACTIONS IN FUTURES CONTRACTS

There are several risks in connection with the use of futures by the
Fund as hedging devices. One risk arises because of the imperfect
correlation between movements in the price of the futures and movements in
the price of the instruments which are the subject of the hedge. The price
of the future may move more than or less than the price of the instruments
being hedged. If the price of the futures moves less than the price of the
instruments which are the subject of the hedge, the hedge will not be fully
effective but, if the price of the instruments being hedged has moved in an
unfavorable direction, the Fund would be in a better position than if it had
not hedged at all. If the price of the instruments being hedged has moved in
a favorable direction, this advantage will be partially offset by the loss on
the futures. If the price of the futures moves more than the price of the
hedged instruments, the Fund will experience either a loss or gain on the
futures which will not be completely offset by movements in the price of the
instruments which are the subject of the hedge. To compensate for the
imperfect correlation of movements in the price of instruments being hedged
and movements in the price of futures contracts, the Fund may buy or sell
futures contracts in a greater dollar amount than the dollar amount of
instruments being hedged if the volatility over a particular time period of
the prices of such instruments has been greater than the volatility over such
time period of the futures, or if otherwise deemed to be appropriate by the
Advisor. Conversely, the Fund may buy or sell fewer futures contracts if the
volatility over a particular time period of the prices of the instruments
being hedged is less than the volatility over such time period of the futures
contract being used, or if otherwise deemed to be appropriate by the Advisor.
It is also possible that, when the Fund had sold futures to hedge its
portfolio against a decline in the market, the market may advance and the
value of instruments held in the Fund may decline. If this occurred, the
Fund would lose money on the futures and also experience a decline in value
in its portfolio securities.

Where futures are purchased to hedge against a possible increase in the
price of securities before the Fund is able to invest its cash (or cash
equivalents) in an orderly fashion, it is possible that the market may
decline instead; if the Fund then concludes not to invest its cash at that
time because of concern as to possible further market decline or for other
reasons, the Fund will realize a loss on the futures contract that is not
offset by a reduction in the price of the instruments that were to be
purchased.

In instances involving the purchase of futures contracts by the Fund, an
amount of cash and cash equivalents, equal to the market value of the futures
contracts, will be deposited in a segregated account with the Sub-Custodian
and/or in a margin account with a broker to collateralize the position and
thereby insure that the use of such futures is unleveraged.

In addition to the possibility that there may be an imperfect
correlation, or no correlation at all, between movements in the futures and
the instruments being hedged, the price of futures may not correlate
perfectly with movement in the cash market due to certain market distortions.
Rather than meeting additional margin deposit requirements, investors may
close futures contracts through off-setting transactions which could distort
the normal relationship between the cash and futures markets. Second, with
respect to financial futures contracts, the liquidity of the futures market
depends on participants entering into off-setting transactions rather than
making or taking delivery. To the extent participants decide to make or take
delivery, liquidity in the futures market could be reduced thus producing
distortions. Third, from the point of view of speculators, the deposit
requirements in the futures market are less onerous than margin requirements
in the securities market. Therefore, increased participation by speculators
in the futures market may also cause temporary price distortions. Due to the
possibility of price distortion in the futures market, and because of the
imperfect correlation between the

<PAGE>

movements in the cash market and movements in the price of futures, a correct
forecast of general market trends or interest rate movements by the Advisor
may still not result in a successful hedging transaction over a short time
frame.

Positions in futures may be closed out only on an exchange or board of
trade which provides a secondary market for such futures. Although the Fund
intends to purchase or sell futures only on exchanges or boards of trade
where there appear to be active secondary markets, there is no assurance that
a liquid secondary market on any exchange or board of trade will exist for
any particular contract or at any particular time. In such event, it may not
be possible to close a futures investment position, and in the event of
adverse price movements, the Fund would continue to be required to make daily
cash payments of variation margin. However, in the event futures contracts
have been used to hedge portfolio securities, such securities will not be
sold until the futures contract can be terminated. In such circumstances, an
increase in the price of the securities, if any, may partially or completely
offset losses on the futures contract. However, as described above, there is
no guarantee that the price of the securities will in fact correlate with the
price movements in the futures contract and thus provide an offset on a
futures contract.

Further, it should be noted that the liquidity of a secondary market in
a futures contract may be adversely affected by "daily price fluctuation
limits" established by commodity exchanges which limit the amount of
fluctuation in a futures contract price during a single trading day. Once
the daily limit has been reached in the contract, no trades may be entered
into at a price beyond the limit, thus preventing the liquidation of open
futures positions. The trading of futures contracts is also subject to the
risk of trading halts, suspensions, exchange or clearing house equipment
failures, government intervention, insolvency of a brokerage firm or clearing
house or other disruptions of normal activity, which could at times make it
difficult or impossible to liquidate existing positions or to recover excess
variation margin payments.

Successful use of futures by the Fund is also subject to the Advisor's
ability to predict correctly movements in the direction of the market. For
example, if the Fund has hedged against the possibility of a decline in the
market adversely affecting securities held by it and securities prices
increase instead, the Fund will lose part or all of the benefit to the
increased value of its securities which it has hedged because it will have
offsetting losses in its futures positions. In addition, in such situations,
if the Fund has insufficient cash, it may have to sell securities to meet
daily variation margin requirements. Such sales of securities may be, but
will not necessarily be, at increased prices which reflect the rising market.
The Fund may have to sell securities at a time when it may be
disadvantageous to do so.

IV. OPTIONS ON FUTURES CONTRACTS

The Fund may purchase and write options on the futures contracts
described above. A futures option gives the holder, in return for the
premium paid, the right to buy (call) from or sell (put) to the writer of the
option a futures contract at a specified price at any time during the period
of the option. Upon exercise, the writer of the option is obligated to pay
the difference between the cash value of the futures contract and the
exercise price. Like the buyer or seller of a futures contract, the holder,
or writer, of an option has the right to terminate its position prior to the
scheduled expiration of the option by selling, or purchasing an option of the
same series, at which time the person entering into the closing transaction
will realize a gain or loss. The Fund will be required to deposit initial
margin and variation margin with respect to put and call options on futures
contracts written by it pursuant to brokers' requirements similar to those
described above. Net option premiums received will be included as initial
margin deposits.

<PAGE>

Investments in futures options involve some of the same considerations
that are involved in connection with investments in future contracts (for
example, the existence of a liquid secondary market). In addition, the
purchase or sale of an option also entails the risk that changes in the value
of the underlying futures contract will not correspond to changes in the
value of the option purchased. Depending on the pricing of the option
compared to either the futures contract upon which it is based, or upon the
price of the securities being hedged, an option may or may not be less risky
than ownership of the futures contract or such securities. In general, the
market prices of options can be expected to be more volatile than the market
prices on underlying futures contract. Compared to the purchase or sale of
futures contracts, however, the purchase of call or put options on futures
contracts may frequently involve less potential risk to the Fund because the
maximum amount at risk is the premium paid for the options (plus transaction
costs). The writing of an option on a futures contract involves risks
similar to those risks relating to the sale of futures contracts.

V. OTHER MATTERS

Accounting for futures contracts will be in accordance with generally
accepted accounting principles.

<PAGE>

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits.
---------------------------------

(a) Included in Part A: None

Included in Part B: None

(b) Exhibits:

(1) (a) Declaration of Trust is incorporated herein by reference to
Pre-Effective Amendment No. 1 to Registrant's Statement on
Form N-1A filed with the Commission on December 19, 1996.

(b) Certificate of Designation of New Shares and Classification of
Shares with respect to the Munder Framlington Global Financial
Services Fund to be filed by amendment.

(2) By-Laws are incorporated herein by reference to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A
filed with the Commission on December 19, 1996.

(3) Not Applicable

(4) Not applicable.

(5) (a) Form of Investment Advisory Agreement is incorporated herein
by reference to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A filed with the Commission
on December 19, 1996.

(b) Form of Investment Advisory Agreement for the Munder Framlington
Global Financial Services Fund is filed herein.

(c) Form of Sub-Advisory Agreement is incorporated herein by
reference to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
December 19, 1996.

(d) Form of Sub-Advisory Agreement for the Munder Framlington Global
Financial Services Fund is filed herein.

(6) (a) Form of Distribution Agreement is incorporated herein by
reference to Pre-Effective Amendment No. to Registrant's
Registration Statement on Form N-1A filed with the Commission on
December 19, 1996.

(b) Form of Distribution Agreement for the Munder Framlington
Global Financial Services Fund is filed herein.

<PAGE>

(7) Not Applicable

(8) (a) Form of Custodian Agreement is incorporated herein by
reference to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A filed with the Commission
on December 19, 1996.

(b) Form of Amendment to Custodian Agreement is incorporated
herein by reference to Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A filed with
the Commission on June 27, 1997.

(c) Form of Notice to Custodian Agreement with respect to the
Munder Framlington Global Financial Services Fund is filed
herein.

(d) Form of Sub-Custodian Agreement with respect to the Munder
Framlington International Growth Fund, Munder Framlington
Emerging Markets Fund and the Munder Framlington Healthcare
Fund is filed herein.

(e) Form of Notice to Sub-Custodian Agreement with respect to the
Munder Framlington Global Financial Services Fund is filed
herein.

(9) (a) Form of Transfer Agency and Registrar Agreement is
incorporated herein by reference to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on
Form N-1A filed with the Commission on December 19, 1996.

(b) Form of Notice to Transfer Agency and Registrar Agreement
with respect to the Munder Framlington Global Financial
Services Fund is filed herein.

(c) Form of Amendment to Transfer Agency and Registrar Agreement
with respect to the Munder Framlington Global Financial
Series Fund is filed herein.

(d) Administration Agreement with respect to The Munder
Framlington Funds Trust is filed herein.

(e) Form of Notice to Administration Agreement with respect
to the Munder Framlington Global Financial Services Fund
is filed herein.

(10) (a) Opinion and Consent of Counsel is incorporated by
reference to the Rule 24f-2 Notice filed on August 28,
1997, Accession Number 0000927405-97-000311.

(b) Opinion and Consent of Counsel with respect to the Munder
Framlington Global Financial Services Fund to be filed by
amendment.

(a) Powers of Attorney are filed herein.

(b) Certified Resolution of Board authorizing signature on
behalf of Registrant pursuant to power of attorney is
filed herein.

<PAGE>

(12) Not Applicable

(13) (a) Purchase Agreement is incorporated herein by reference to
Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A filed with the Commission on
December 19, 1996.

(b) Form of Purchase Agreement for The Munder Framlington Funds
Trust, on behalf of the Munder Framlington Global Financial
Services Fund is filed herein.

(14) Not Applicable

(15) (a) Service and Distribution Plan for the Munder Framlington
Funds Trust Class A, B and C Shares is incorporated herein by
reference to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A filed with the Commission
on December 19, 1996.

(b) Form of Service and Distribution Plan for Class A, B and C
Shares with respect to the Munder Framlington Global Financial
Services Fund is incorporated herein by reference; material
provisions of this exhibit are substantially similar to those
of the corresponding exhibit to Pre-Effective Amendment No. 1
to Registrant's Registration Statement on Form N-1A filed with
the Commission on December 19, 1996.

(c) Service Plan for The Munder Framlington Funds Trust Class K
Shares is incorporated herein by reference to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on Form
N-1A filed with the Commission on December 19, 1996.

(d) Form of Service Plan for Class K Shares with respect to the
Munder Framlington Global Financial Services Fund is
incorporated herein by reference; material provisions of this
exhibit are substantially similar to those of the
corresponding exhibit to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A filed with
the Commission on December 19, 1996.

(16) Schedule for Computation of Performance Quotations is incorporated
herein by reference to Post-Effective Amendment No. 3 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on October 28, 1997.

(17) Not applicable.

(18) (a) Form of Amended and Restated Multi-Class Plan is
incorporated herein by reference to Post-Effective
Amendment No. to Registrant's Registration Statement on Form
N-1A filed with the Commission on June 27, 1997.

(b) Form of Amended and Restated Multi-Class Plan with respect to
the Munder Framlington Global Financial Services Fund is
incorporated herein by reference; material provisions of this
exhibit are substantially similar to those of the
corresponding exhibit to Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A filed with
the Commission on June 27, 1997.

<PAGE>

Item 25. Persons Controlled by or Under Common Control with Registrant.
--------------------------------------------------------------

Not Applicable.

Item 26. Number of Holders of Securities.
-----------------------------------------

As of March 19, 1998, the number of shareholders of record of each
Class of shares of each Series of the Registrant that was offered
as of that date was as follows:

<TABLE>
<CAPTION>
Class A Class B Class C Class K Class Y
<S> <C> <C> <C> <C> <C>
Munder Framlington 25 6 9 1 34
International Growth Fund

Munder Framlington 65 23 9 3 45
Emerging Markets Fund

Munder Framlington 120 319 48 1 33
Healthcare Fund
</TABLE>

Framlington Global Financial Services Fund- As of the date of this filing,
the Fund had not commenced operations.

Item 27. Indemnification.
--------------------

Section 4.3 of the Fund's Declaration of Trust provides that Trustees
and Officers shall be indemnified by the Trust to the fullest extent
permitted by law against all liability and against all expenses reasonably
incurred with any claim, action, suit or proceeding in which they become
involved by virtue of being or having been a Trustee or Officer. However, no
indemnification may be provided: (i) against any liability to the Trust, a
Series thereof or the Shareholders by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in the
conduct of the office of a Trustee or Officer; (ii) with respect to any
matter as to which he shall have been finally adjudicated not to have acted
in good faith in the reasonable belief that his action was in the best
interest of the Trust or a Series thereof; (iii) in the event of a
settlement or other disposition not involving a final adjudication as
provided above resulting in a payment by a Trustee or officer, unless there
has been a determination that such Trustee or officer did not engage in
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office: (A) by the court or other body
approving the settlement or other disposition; or (B) based upon a review of
readily available facts (as opposed to a full trial-type inquiry) by (x) vote
of a majority of the Non-interested Trustees acting on the matter (provided
that a majority of the Non-interested Trustees then in office act on the
matter) or (y) written opinion of independent legal counsel.

Expenses of preparation and presentation of a defense to any claim, action,
suit or proceeding of the character described in paragraph (a) of this
Section 4.3 may be advanced by the Trust or a Series thereof prior to final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that a Trustee
or Officer is not entitled to indemnification under this Section 4.3,
provided that either: (i) such undertaking is secured by surety bond or some
other appropriate security provided by the recipient, or the Trust or Series
thereof shall be insured against losses arising out of any such advances; or
(ii) a majority of the Non-interested Trustees acting on the

<PAGE>

matter (provided that a majority of the Non-interested Trustees act on the
matter) or an independent legal counsel in a written opinion shall determine,
based upon a review of readily available facts (as opposed to a full
trial-type inquiry) that there is reason to believe that the recipient
ultimately will be found entitled to indemnification.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to Trustees, Officers and controlling
persons of the Registrant by the Registrant pursuant to the Trust's
Declaration of Trust, its By-Laws or otherwise, the Registrant is aware that
in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and,
therefore, is unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by Trustees, officers or controlling persons of the
Registrant in connection with the successful defense of any act, suit or
proceeding) is asserted by such Trustees, officers or controlling persons in
connection with shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issues.

Item 28. Business and Other Connections of Investment Advisor and Sub-Advisor.
---------------------------------------------------------------------

Munder Capital Management
-----------------------------------

<TABLE>
<CAPTION>
Name Position with Advisor
---- ---------------------
<S> <C>
Old MCM, Inc. Partner
Munder Group LLC Partner
WAM Holdings, Inc. Partner
Lee P. Munder President and Chairman
Leonard J. Barr, II Senior Vice President and Director of Research
Clark Durant Vice President and Co-Director of The Private Management Group
Terry H. Gardner Vice President and Chief Financial Officer
Elyse G. Essick Vice President and Director of Client Services
Sharon E. Fayolle Vice President and Director of Money Market Trading
Otto G. Hinzmann Vice President and Director of Equity Portfolio Management
Anne K. Kennedy Vice President and Director of Corporate Bond Trading
Richard R. Mullaney Vice President and Director of The Private Management Group
Ann F. Putallaz Vice President and Director of Fiduciary Services
Peter G. Root Vice President and Director of Government Securities Trading
Lisa A. Rosen General Counsel and Director of Mutual Fund Operations
James C. Robinson Vice President and Chief Investment Officer/Fixed Income
Gerald L. Seizert Chief Executive Officer and Chief Investment Officer/Equity
Paul D. Tobias Chief Executive Officer and Chief Operating Officer
</TABLE>

For further information relating to the Investment Advisor's officers, reference
is made to Form ADV filed under the Investment Advisers Act of 1940 by Munder
Capital Management, SEC File No. 801-32415.

<PAGE>

Framlington Overseas Investment Management Limited
--------------------------------------------------

Name Position with Sub-Advisor
---- -------------------------
Warren J. Coleman Director
Gary C. Fitzgerald Director
Jean-Luc Schilling Director
Michael A. Vogel Director
Robert Jenkins Portfolio Manager

For more information relating to the Sub-Advisor's officers, reference is
made to Form ADV filed under the Investment Advisers Act of 1940 by
Framlington Overseas Investment Management Limited, SEC File No. 801-42074.

Item 29. Principal Underwriters.
-----------------------

(a) Funds Distributor, Inc. ("FDI"), located at 60 State Street,
Suite 1300, Boston, Massachusetts 02109. FDI is an indirectly
wholly-owned subsidiary of Boston Institutional Group, Inc. a
holding company, all of whose outstanding shares are owned by
key employees. FDI is a broker dealer registered under the
Securities Exchange Act of 1934, as amended. FDI acts as
principal underwriter of the following investment companies
other than the Registrant:

<TABLE>
<S> <C>
Harris Insight Funds Trust RCM Capital Funds, Inc.
The Munder Funds Trust Monetta Fund, Inc.
St. Clair Funds, Inc. Monetta Trust
The Munder Funds, Inc. The JPM Series Trust
BJB Investment Funds The JPM Series Trust II
The PanAgora Institutional Funds HT Insight Funds, Inc.
RCM Equity Funds, Inc. d/b/a Harris Insight Funds
Waterhouse Investors Family of Funds, Inc. The Brinson Funds
J.P. Morgan Funds WEBS Index Fund, Inc.
The J.P. Morgan Institutional Funds The Montgomery Funds
The Skyline Funds The Montgomery Funds II
Orbitex Group of Funds
</TABLE>

(b) The following is a list of the executive officers, directors
and partners of Funds Distributor, Inc.

<TABLE>
<S> <C>
Director, President and Chief Executive Officer -Marie E. Connolly
Executive Vice President -Richard W. Ingram
Executive Vice President -Donald R. Roberson
Senior Vice President -Michael S. Petrucelli
Director, Senior Vice President, Treasurer and -Joseph F. Tower, III
Chief Financial Officer
Senior Vice President -Paula R. David

<PAGE>

Senior Vice President -Bernard A. Whalen
Director -William J. Nutt
Senior Vice President -A. Bayard Closser
Executive Vice President -William S. Nichols
</TABLE>

Item 30. Location of Accounts and Records
-----------------------------------------

The account books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act
of 1940 and the Rules thereunder will be maintained at the offices
of:

(1) Munder Capital Management, 480 Pierce Street or 255 East Brown
Street, Birmingham, Michigan 48009 (records relating to its
function as investment advisor);

(2) First Data Investor Services Group, Inc., 53 State Street,
Exchange Place, Boston, Massachusetts 02109 or 4400 Computer
Drive, Westborough, Massachusetts 01581 (records relating to
its functions transfer agent);

(3) State Street Bank and Trust Company, 225 Franklin Street,
Boston, Massachusetts 02110 or 150 Newport Avenue, North
Quincy, Massachusetts 02171 (records relating to its function
as administrator and subcustodian);

(4) Funds Distributor, Inc., 60 State Street, Boston,
Massachusetts 02109 (records relating to its function as
distributor); and

(5) Comerica Bank, 1 Detroit Center, 500 Woodward Avenue, Detroit,
Michigan 48226 (records relating to its function as custodian).

Item 31. Management Services.
----------------------------

Not Applicable

Item 32. Undertakings.
-----------------

(a) Not Applicable.

(b) Registrant undertakes to file a Post-Effective Amendment
relating to the Munder Framlington Global Financial Services
Fund, using reasonably current financial statements which need
not be certified, within four to six months from the effective
date of the Registration Statement describing the Fund.

(c) Registrant undertakes to call a meeting of Shareholders for
the purpose of voting upon the question of removal of a
Trustee or Trustees when requested to do so

<PAGE>

by the holders of at least 10% of the Registrant's outstanding
shares of beneficial interest and in connection with such
meeting to comply with the shareholders' communications
provisions of Section 16(c) of the Investment Company Act of
1940.

(d) Registrant undertakes to furnish to each person to whom a
prospectus is delivered a copy of the Registrant's latest
annual report to shareholders upon request and without charge.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant has duly caused
this Post-Effective Amendment No. 4 to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Quincy and The Commonwealth of Massachusetts, on the 30th day of
March 1998.

THE MUNDER FRAMLINGTON FUNDS TRUST

By: *
---------------------
Lee P. Munder

* By: /s/ Cynthia Surprise
---------------------
Cynthia Surprise
as Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 4 to the Registration Statement has been signed
by the following persons in the capacities and on the date indicated:

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
*_____________________ Director and March 30, 1998
Lee P. Munder President

*_____________________ Director March 30, 1998
Charles W. Elliott

*_____________________ Director March 30, 1998
Joseph E. Champagne

*_____________________ Director March 30, 1998
Thomas B. Bender

*_____________________ Director March 30, 1998
Thomas D. Eckert

*_____________________ Director March 30, 1998
John Rakolta, Jr.

*_____________________ Director March 30, 1998
David J. Brophy

<PAGE>

*_____________________ Vice President, March 30, 1998
Terry H. Gardner Treasurer and
Chief Financial
Officer

*By: /s/ Cynthia Surprise
--------------------
Cynthia Surprise
as Attorney-in-Fact

</TABLE>

<PAGE>

EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
5(b) Form of Investment Advisory Agreement with respect to the Munder
Framlington Global Financial Services Fund
5(d) Form of Sub-Advisory Agreement with respect to the Munder Framlington
Global Financial Services Fund
6(b) Form of Distribution Agreement with respect to the Munder Framlington
Global Financial Services Fund
8(c) Form of Notice to Custodian Agreement with respect to the Munder
Framlington Global Financial Services Fund
8(d) Form of Sub-Custodian Agreement with respect to the Munder
Framlington International Growth Fund, Munder Framlington Emerging
Markets Fund and the Munder Framlington Healthcare Fund
8(e) Form of Notice to Sub-Custodian Agreement with respect to the Munder
Framlington International Growth Fund
9(b) Form of Notice to Transfer Agency and Registrar Agreement with respect
to the Munder Framlington Global Financial Services Fund
9(c) Form of Amendment to Transfer Agency and Registrar Agreement with
respect to the Munder Framlington Global Financial Services Fund
9(d) Administration Agreement with respect to The Munder Framlington Funds
Trust
9(e) Form of Notice to Administration Agreement with respect the Munder
Framlington Global Financial Services Fund
11(a) Powers of Attorney
11(b) Certified Resolution of Board authorizing signature on behalf of
Registrant pursuant to power of attorney
13(b) Form of Purchase Agreement with respect to the Munder Framlington
Global Financial Services Fund

</TABLE>

<PAGE>

INVESTMENT ADVISORY AGREEMENT

AGREEMENT, made this day of , 1998, between The Munder
Framlington Funds Trust (the "Trust") on behalf of the Munder Framlington Global
Financial Services Fund (the "Fund") 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 the
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 Fund, and the Advisor is willing to furnish such
services to the Fund;

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

The Trust hereby appoints the Advisor to act as investment advisor to the
Fund 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.

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 Fund in
accordance with the 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 Fund; (c) oversee the placement of
purchase and sale orders on behalf of the Fund; (d) employ professional
portfolio managers and securities analysts to provide research services to the
Fund; (e) maintain books and records with respect to the 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 Fund 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 Fund
with whatever statistical information the Fund may reasonably request with
respect to the securities that the Fund may hold or contemplate purchasing.

The Advisor further agrees that, in performing its duties hereunder, it
will:

<PAGE>

(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 the 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 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 the Fund's portfolio;

(d) make available to the Fund's administrator and the Trust, promptly
upon their request, such copies of its investment records and ledgers with
respect to the Fund 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 Fund
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 Fund, 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.

2
<PAGE>

4. BROKERAGE

In selecting brokers or dealers to execute transactions on behalf of the
Fund, 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 Fund 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 Fund 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 Fund by the 1940 Act. The Advisor further agrees
that all records which it maintains for the Fund is the property of the Fund 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 the Fund or the Fund's
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 the 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

3
<PAGE>

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 the Fund.

7. COMPENSATION

In consideration of the services rendered pursuant to this Agreement, the
Fund will pay the Advisor a fee at an annual rate equal to 0.75% of the average
daily net assets of the Fund. This fee shall be computed and accrued daily and
payable monthly. 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. The 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 Fund 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 the clients (whether or not their investment objective and policies are
similar to the 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 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

4
<PAGE>

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 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 Fund's shares or upon ninety (90) days' written
notice by the Advisor. 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 the Fund shall be
effective 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"
(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 the Fund has the right to
use such name (or derivable or logo) only so long as this Agreement shall
continue with respect to the Fund. Upon termination of this Agreement, 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.

5
<PAGE>

(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.

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:
---------------------------

MUNDER CAPITAL MANAGEMENT

By:
---------------------------

<PAGE>

INVESTMENT SUB-ADVISORY AGREEMENT

AGREEMENT, made this 7th day of November, 1996, among Munder Capital
Management (the "Advisor"), a Delaware partnership, Framlington Overseas
Investment Management Limited (the "Sub-Advisor"), a subsidiary of Framlington
Group plc, a public 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 November 7, 1996 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;

<PAGE>

(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

2
<PAGE>

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 Fund. 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. 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;

3
<PAGE>

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 approve 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.

4
<PAGE>

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.

5
<PAGE>

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

By:
---------------------------

MUNDER CAPITAL MANAGEMENT

By:
---------------------------

FRAMLINGTON OVERSEAS INVESTMENT
MANAGEMENT LIMITED

By:
---------------------------

6
<PAGE>

APPENDIX A

ANNUAL FEES (AS A PERCENTAGE OF
FUNDS AVERAGE DAILY NET ASSETS)
- ----- -------------------------
<S> <C>
Framlington Global Financial Services 0.375%
Fund
</TABLE>

7
<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.

8
<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

9
<PAGE>

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.

"Investment Not Readily has the meaning assigned to it by the IMRO Rules and
Realisable" includes, interalia, 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>

DISTRIBUTION AGREEMENT

This Distribution Agreement is made as of this ___ of ___________, 1998 by
and between THE MUNDER FRAMLINGTON FUNDS TRUST, a Massachusetts business trust
(the "Fund"), and FUNDS DISTRIBUTOR, INC., a Massachusetts corporation ("Funds
Distributor").

WHEREAS, the Fund is an open-end management investment company and is so
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and

WHEREAS, the Fund desires to retain Funds Distributor as Distributor for
the Fund's shares of beneficial interest in Class A, Class B, Class C, Class K
and Class Y Shares representing interests in the Munder Framlington Global
Financial Services Fund (the "Portfolio"), to provide for the sale and
distribution of shares of the Portfolio (the "Shares"), and Funds Distributor is
willing to render such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein and intending to be legally bound hereby, the parties hereto agree
as follows:

I. DELIVERY OF DOCUMENTS

The Fund has delivered to Funds Distributor copies of each of the following
documents and will deliver to it all future amendments and supplements thereto,
if any:

(a) Resolutions of the Fund's Board of Trustees authorizing the execution
and delivery of this Agreement;

(b) The Fund's Declaration of Trust as filed with the State Secretary of
The Commonwealth of Massachusetts on October 30, 1996, and the Boston
City Clerk on October 30, 1996 (the "Declaration of Trust");

(d) The Fund's Notification of Registration on Form N-A under the 1940 Act
as filed with the Securities and Exchange Commission ("SEC");

(e) The Fund's Registration Statement on Form N-1A (the "Registration
Statement") under the Securities Act of 1933 (the "1933 Act") and the
1940 Act, as filed with the SEC on November 18, 1992, and all
amendments thereto; and

(f) The Fund's most recent Prospectus and Statements of Additional
Information and all amendments and supplements thereto (collectively,
the "Prospectus").

<PAGE>

II. DISTRIBUTION

1. APPOINTMENT OF DISTRIBUTOR. The Fund hereby appoints Funds
Distributor as Distributor of the Portfolio's Shares and Funds Distributor
hereby accepts such appointment and agrees to render the services and duties set
forth in this Section II. In the event that the Fund establishes one or more
additional portfolios or classes of shares other than the Portfolio and the
Shares with respect to which it decides to retain Funds Distributor to act as
distributor hereunder, the Fund shall notify Funds Distributor in writing. If
Funds Distributor is willing to render such services, it shall so notify the
Fund in writing whereupon such portfolio and such shares shall become a
Portfolio and Shares hereunder and shall be subject to the provisions of this
Agreement, except to the extent that said provision is modified with respect to
such portfolio or shares in writing by the Fund and Funds Distributor at the
time.

2. SERVICES AND DUTIES.

(a) The Fund agrees to sell through Funds Distributor, as agent, from time
to time during the term of this Agreement, Shares (whether authorized but
unissued or treasury shares, in the Fund's sole discretion) upon the terms and
at the current offering price as described in the applicable Prospectuses.
Funds Distributor will act only in its own behalf as principal in making
agreements with selected dealers or others for the sale and redemption of
Shares, and shall sell Shares only at the offering price thereof as set forth in
the applicable Prospectus. Funds Distributor shall devote appropriate efforts
to effect sales of Shares of the Portfolio, but shall not be obligated to sell
any certain number of Shares.

(b) In all matters relating to the sale and redemption of Shares, Funds
Distributor will act in conformity with the Fund's Declaration of Trust, By-Laws
and applicable Prospectuses and with the instructions and directions of the
Board of Trustees of the Fund and will conform to and comply with the
requirements of the 1933 Act, the 1940 Act, the regulations of the National
Association of Securities Dealers, Inc. and all other applicable Federal or
state laws and regulations.

(c) Funds Distributor will bear the cost of printing and distributing any
Prospectus relating to the Portfolio (including any supplement or amendment
thereto), PROVIDED, HOWEVER, that Funds Distributor shall not be obligated to
bear the expenses incurred by the Fund in connection with (i) the preparation
and printing of any supplement or amendment to a Registration Statement or
Prospectus necessary for the continued effective registration of the Shares
under the 1933 Act or state securities laws; and (ii) the printing and
distribution of any Prospectus, supplement or amendment thereto for existing
shareholders of the Portfolio.

(d) All Shares of the Portfolio offered for sale by Funds Distributor
shall be offered for sale to the public at a price per share (the "offering
price") equal to (i) their net asset value (determined in the manner set forth
in the applicable Prospectuses) plus, except to those classes of persons set
forth in the applicable Prospectuses, (ii) a sales charge which shall be the
percentage of the offering price of such Shares as set forth in the applicable
Prospectuses. The

2
<PAGE>

offering price adjusted to the nearest cent. Concessions paid by Funds
Distributor to broker-dealers and other persons shall be set forth in either the
selling agreements between Funds Distributor and such broker-dealers and persons
or, if such concessions are described in the applicable Prospectuses, shall be
as so set forth. No broker-dealer or other person who enters into a selling or
distribution and servicing agreement with Funds Distributor shall be authorized
to act as agent for the Fund in connection with the offering or sale of Shares
to the public or otherwise.

(e) If any Shares sold by Funds Distributor under the terms of this
Agreement are redeemed or repurchased by the Fund or by Funds Distributor as
agent or are tendered for redemption within seven business days after the date
of confirmation of the original purchase of said Shares, Funds Distributor shall
forfeit the amount above the net asset value received by it with respect to such
Shares, provided that the portion, if any, of such amount re-allowed by Funds
Distributor to broker-dealers or other persons shall be repayable to the Fund
only to the extent recovered by Funds Distributor from the broker-dealer or
other persons concerned. Funds Distributor shall include in the form of
agreement with such broker-dealers and other persons a corresponding provision
for the forfeiture by them of their concession with respect to Shares sold by
them or their principals and redeemed or repurchased by the Fund or by Funds
Distributor as agent (or tendered for redemption) within seven business days
after the date of confirmation of such initial purchases.

(f) Funds Distributor may be reimbursed for all or a portion of the
expenses described above the extent permitted by one or more distribution plans
adopted by the Fund on behalf of the Portfolio pursuant to Rule 12b-1 under the
1940 Act. No provision of this Agreement may be deemed to prohibit any payments
by a Portfolio to Funds Distributor or by a Portfolio or Funds Distributor to
investment dealers, banks or financial institutions through whom shares of the
Fund are sold where such payments are made under a distribution plan adopted by
the Fund on behalf of such Portfolio pursuant to Rule 12b-1 under the Act (the
"Plan"). The Fund agrees that it shall provide notice to Funds Distributor at
least 30 days prior to the effective date of the elimination of or the decrease
in the amount of expenses reimbursable under such a distribution plan.

(g) With respect to such classes of shares, if any, that are sold with a
contingent deferred sales charge ("CDSC"), Funds Distributor shall impose a CDSC
in connection with the redemption of the Shares of such classes, not to exceed a
specified percentage of the original purchase price of Shares, as from time to
time set forth in the applicable Prospectuses. Funds Distributor may retain (or
receive from the Fund, as the case may be) all of any CDSC. Funds Distributor
may pay to broker-dealers or other persons through whom such Shares are sold a
commission or other payment to the extent consistent with the current
Prospectuses and applicable rules and regulations.

3. SALES AND REDEMPTIONS.

(a) The Fund shall pay all costs and expenses in connection with the
registration of the Shares under the 1933 Act, and all expenses in connection
with maintaining facilities for the

3
<PAGE>

issue and transfer of the Shares and for supplying information, prices and other
data to be furnished by the Fund hereunder, and all expenses in connection with
preparing, printing and distributing the Prospectuses except as set forth in
subsection 2(c) of Section II hereof.

(b) The Fund shall execute all documents, furnish all information and
otherwise take all actions which may reasonably necessary in the discretion of
the Fund's officers in connection with the sale of the Shares in such states as
Funds Distributor may designate to the Fund and the Fund may approve, and the
Fund shall pay all filing fees which may be incurred in connection with such
sale. Funds Distributor shall pay all other expenses incurred by Funds
Distributor in connection with the sale of the Shares, except as otherwise
specifically provided in this Agreement.

(c) The Fund shall have the right to suspend the sale of Shares at any
time in response to conditions in the securities markets or otherwise, and to
suspend the redemption of Shares of any Portfolio at any time permitted by the
1940 Act or the rules of the SEC ("Rules").

(d) The Fund reserves the right to reject any order for Shares, but will
not do so arbitrarily or without reasonable cause.

III. LIMITATIONS OF LIABILITY

Funds Distributor shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund or any Portfolio in connection with
the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.

IV. CONFIDENTIALITY

Funds Distributor will treat confidentiality and as proprietary information
of the Fund all records and other information relative to the Fund, to the
Fund's prior or current shareholders and to those persons or entities who
respond to Funds Distributor's inquiries concerning investment in the Fund, and,
except as provided below, will not use such records and information for any
purpose other than the performance of its responsibilities and duties hereunder.
Any other use by Funds Distributor of the information and records referred to
above may be made only after prior notification to and approval in writing by
the Fund. Such approval shall not be unreasonably withheld and may not be
withheld where: (i) Funds Distributor may be exposed to civil or criminal
contempt proceedings for failure to divulge such information; (ii) Funds
Distributor is requested to divulge such information by duly constituted
authorities; and (iii) Funds Distributor is so requested by the Fund.

V. INDEMNIFICATION

1. FUND REPRESENTATION. The Fund represents and warrants to Funds
Distributor that at all times the Registration Statement and Prospectuses will
in all material respects conform to

4
<PAGE>

the applicable requirements of the 1933 Act and the Rules thereunder and will
not include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they are made, not
misleading, except that no representation or warranty in this subsection shall
apply to statements or omissions made in reliance upon and in conformity with
written information furnished to the Fund by or on behalf of and with respect to
Funds Distributor expressly for use in the Registration Statement or
Prospectuses.

2. FUNDS DISTRIBUTOR REPRESENTATION. Funds Distributor represents and
warrants to the Fund that it is duly organized as a Massachusetts corporation
and is and at all times will remain duly authorized and licensed to carry out
its services as contemplated herein.

3. FUND INDEMNIFICATION. The Fund, on behalf of the Portfolio, agrees
that the Portfolio will indemnify, defend and hold harmless Funds Distributor,
its several officers and trustees, and any person who controls Funds Distributor
within the meaning of Section 15 of the 1933 Act, from and against any losses,
claims, damages or liabilities, joint or several, to which any of them may
become subject under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) arise out
of, or are based upon, any untrue statements or alleged untrue statement of a
material fact contained in the Registration Statement, the Prospectuses or in
any application or other document executed by or on behalf of a Portfolio, or
arise out of or based upon, information furnished by or on behalf of a
Portfolio, filed in any state in order to sell the Shares under the securities
or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based
upon, the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse Funds Distributor, its several officers and trustees, and any
person who controls Funds Distributor within the meaning of Section 15 of the
1933 Act, for any legal or other expenses reasonably incurred by any of them in
investigating, defending or preparing to defend any such action, proceeding or
claim, PROVIDED, HOWEVER, that neither the Fund nor any Portfolio shall be
liable in any case to the extent that such loss, claim, damage or liability
arises out of, or is based upon, any untrue statement, alleged untrue statement,
or omission or alleged omission made in the Registration Statement, the
Prospectuses, any Blue Sky Application or any application or other document
executed by or on behalf of the Fund in reliance upon an in conformity with
written information furnished to the Fund by or on behalf of Funds Distributor
specifically for inclusion therein.

A Portfolio shall not indemnify any person pursuant to this subsection 3
unless the court or other body before which the proceeding was brought has
rendered a final decision on the merits that such person was not liable by
reason of his willful misfeasance, bad faith or gross negligence in the
performance of his duties, or his reckless disregard of his obligations and
duties, under this Agreement ("disabling conduct") or, in the absence of such a
decision, a reasonable determination (based upon a review of the facts) that
such person was not liable by reason of disabling conduct has been made by the
vote of a majority of a quorum of Trustees of the Fund who are neither
"interested parties" of the Fund (as defined in the 1940 Act) nor parties to the
proceeding, or by an independent legal counsel in a written opinion.

5
<PAGE>

The Portfolio shall advance attorneys' fees and other expenses incurred by
any person in defending any claim, demand, action or suit which is the subject
of a claim for indemnification pursuant to this subsection 3, so long as: (i)
such person shall undertake to repay all such advances unless it is ultimately
determined that he or she is entitled to indemnification hereunder; and (ii)
such person shall provide security for such undertaking, or the Portfolio shall
be insured against losses arising by reason of any lawful advances, or a
majority of a quorum of the disinterested, non-party Trustees of the Fund (or an
independent legal counsel in written opinion) shall determine based on a review
of readily available facts (as opposed to a full trial-type inquiry) that there
is reason to believe that such person ultimately will be found entitled to
indemnification hereunder.

The obligations of the Portfolio under this subsection 3 shall be the
several (and not joint or joint and not several) obligation of the Portfolio.

4. FUNDS DISTRIBUTOR INDEMNIFICATION. Funds Distributor will indemnify,
defend and hold harmless the Fund, the Portfolio, the Fund's several officers
and trustees and any person who controls the Fund or the Portfolio within the
meaning of Section 15 of the 1933 Act, from and against any losses, claims,
damages or liabilities, joint or several, to which any of them may become
subject under the 1933 Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions or proceedings in respect hereof) arise out of, or
are based upon, any breach of its representations, warranties and agreements
herein, or which arise out of, or are based upon, any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement, the Prospectuses, any Blue Sky Application or any application or
other documents executed by or on behalf of the Fund or the omission or alleged
omission to state therein not misleading, which statement or omission was made
in reliance upon and in conformity with information furnished in writing to the
Fund or any of its several officers and trustees by or on behalf of Funds
Distributor specifically for inclusion therein, and will reimburse the Fund, the
Portfolio, the Fund's several officers and trustees, and any person who controls
the Fund or the Portfolio within the meaning of Section 15 of the 1933 Act, for
any legal or other expenses reasonably incurred by any of them in investigating,
defending or preparing to defend any such action, proceeding or claim.

5. GENERAL INDEMNITY PROVISIONS. No indemnifying party shall be liable
under its indemnity agreement contained in subsection 3 or 4 hereof with respect
to any claim made against such indemnifying party unless the indemnified party
shall have notified the indemnifying party in writing within a reasonably time
after the summons or other first legal process giving information of the nature
of the claim shall have been served upon the indemnified party (or after the
indemnified party shall have received notice of such service on any designated
agent), but failure to notify the indemnifying party of any such claim shall not
relieve it from any liability which it may otherwise have to the indemnified
party. The indemnifying party will be entitled to participate at its own
expense in the defense or, if it so elects, to assume the defense of any suit
brought to enforce any such liability, and if the indemnifying party elects to
assume the defense, such defense shall be conducted by counsel chosen by it and
reasonably satisfactory to the indemnified party. In the event the indemnifying

6
<PAGE>

party elects to assume the defense of any such suit and retain such counsel, the
indemnified party shall bear the fees and expenses of any additional counsel
retained by the indemnified party.

VI. DURATION AND TERMINATION

This Agreement shall become effective as of the date first above written,
and, unless sooner terminated as provided herein, shall continue until
______________. Thereafter, if not terminated, this Agreement shall continue
automatically for successive terms of one year, provided that such continuance
is specifically approved at least annually by a vote of the majority of the
Board of Trustees of the Fund, including a majority of the Trustees who are not
"interested persons" of the Fund and have no direct or indirect financial
interest in the operation of the Plan, this Agreement, or in any agreement
relating to the Plan (the "Plan Trustees"), by vote cast in person at a meeting
called for the purpose of voting on such approval; PROVIDED, HOWEVER, that this
Agreement may be terminated with respect to any Portfolio by the Fund at any
time, without the payment of any penalty, by vote of a majority of the Trustees
or by a vote of a "majority of the outstanding voting securities" of such
Portfolio on 60 days' written notice to Funds Distributor, or by Funds
Distributor at any time, without the payment of any penalty, on 60 days' written
notice to the Fund. This Agreement will automatically and immediately terminate
in the event of its "assignment." (As used in this Agreement, the terms
"majority of the outstanding voting securities," "interested person" and
"assignment" shall have the same meanings as such terms have in the 1940 Act.)

VII. AMENDMENT OF THIS AGREEMENT

No provision of this Agreement may be changed, waived, discharged or
terminated except by an instrument in writing signed by the party against which
an enforcement of the change, waiver, discharge or termination is sought.

VIII. NOTICE

Notices of any kind to be given to the Fund hereunder by Funds Distributor
shall be in writing and shall be duly given if mailed or delivered to the Fund
at 480 Pierce Street, Suite 300, Birmingham, Michigan 48009, Attention: Lee
Munder, with a copy to Paul F. Roye, Esq., Dechert Price & Rhoads, 1775 Eye
Street, N.W., Washington, D.C. 20006, or at such other address or to such
individual as shall be so specified by the Fund to Funds Distributor. Notices
of any kind to be given to Funds Distributor hereunder by the Fund shall be in
writing and shall be duly given if mailed or delivered to Funds Distributor at
60 State Street, Suite 1300, Boston, Massachusetts 02109, Attention: Marie
Connolly or at such other address or to such individual as shall be so specified
by Funds Distributor to the Fund.

IX. MISCELLANEOUS

The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule

7
<PAGE>

or otherwise, the remainder of this Agreement shall not be affected thereby.
Subject to the provisions of Section VI hereof, this Agreement shall be binding
upon and shall insure to the benefit of the parties hereto and their respective
successors and shall be governed by Maryland law; PROVIDED, HOWEVER, that
nothing herein shall be construed in a manner inconsistent with the 1940 Act or
any rule or regulation of the SEC thereunder.

The names "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. 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 (as defined in the Declaration of Trust), and all persons dealing
with any class of shares of the Fund must look solely to the Trust Property
belonging to such class for the enforcement of any claims against the Fund.

8
<PAGE>

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

By:
---------------------------

Name:
-------------------------

Title:
------------------------

Attest:
-----------------------

FUNDS DISTRIBUTOR, INC.

By:
---------------------------

Name:
-------------------------

Title:
------------------------

Attest:
-----------------------

<PAGE>

Comerica Bank
One Detroit Center
500 Woodward Avenue
Detroit, Michigan 48226

Ladies and Gentlemen:

Reference is made to the Custody Agreement between us dated as of November
1, 1996 (the "Agreement").

Pursuant to the Agreement, this letter is to provide notice of the creation
of an additional investment portfolio of The Munder Framlington Funds Trust,
namely the Munder Framlington Global Financial Services Fund (the "New
Portfolio").

We request that you act as Custodian under the Agreement with respect to
the New Portfolio.

Please indicate your acceptance of the foregoing by executing two copies of
this Agreement, returning one to the Fund and retaining one copy for your
records.

Very truly yours,

The Munder Framlington Funds Trust

By:
-------------------------------------

Accepted:

Comerica Bank

By:
-------------------------------------

Date:
---------------

<PAGE>

SUB-CUSTODIAN CONTRACT
Among
THE MUNDER FRAMLINGTON FUNDS TRUST,
COMERICA BANK
and
STATE STREET BANK AND TRUST COMPANY

Global/Series/Trust
21E593

<PAGE>

TABLE OF CONTENTS

Page

1. Employment of Sub-Custodian and Property to be Held By
It . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. Duties of the Sub-Custodian with Respect to Property
of the Fund Held by the Sub-Custodian in the United States. . . . . . 2
2.1 Holding Securities . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Delivery of Securities . . . . . . . . . . . . . . . . . . . . 2
2.3 Registration of Securities . . . . . . . . . . . . . . . . . . 4
2.4 Bank Accounts. . . . . . . . . . . . . . . . . . . . . . . . . 4
2.5 Availability of Federal Funds. . . . . . . . . . . . . . . . . 5
2.6 Collection of Income . . . . . . . . . . . . . . . . . . . . . 5
2.7 Payment of Fund Monies . . . . . . . . . . . . . . . . . . . . 5
2.8 Liability for Payment in Advance of Receipt of
Securities Purchased . . . . . . . . . . . . . . . . . . . . . 6
2.9 Appointment of Agents. . . . . . . . . . . . . . . . . . . . . 7
2.10 Deposit of Fund Assets in U.S. Securities System . . . . . . . 7
2.11 Fund Assets Held in the Sub-Custodian's Direct
Paper System . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.12 Segregated Account . . . . . . . . . . . . . . . . . . . . . . 9
2.13 Ownership Certificates for Tax Purposes. . . . . . . . . . . . 9
2.14 Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.15 Communications Relating to Portfolio
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 9

3. Duties of the Sub-Custodian with Respect to Property of
the Fund Held Outside of the United States. . . . . . . . . . . . . . 10

3.1 Appointment of Foreign Sub-Sub-Custodians. . . . . . . . . . . 10
3.2 Assets to be Held. . . . . . . . . . . . . . . . . . . . . . . 10
3.3 Foreign Securities Systems . . . . . . . . . . . . . . . . . . 10
3.4 Holding Securities . . . . . . . . . . . . . . . . . . . . . . 10
3.5 Agreements with Foreign Banking Institutions . . . . . . . . . 11
3.6 Access of Independent Accountants of the Fund. . . . . . . . . 11
3.7 Reports by Sub-Sub-Custodian . . . . . . . . . . . . . . . . . 11
3.8 Transactions in Foreign Custody Account. . . . . . . . . . . . 11
3.9 Liability of Foreign Sub-Sub-Custodians. . . . . . . . . . . . 12
3.10 Liability of Sub-Custodian . . . . . . . . . . . . . . . . . . 12
3.11 Reimbursement for Advances . . . . . . . . . . . . . . . . . . 12
3.12 Monitoring Responsibilities. . . . . . . . . . . . . . . . . . 12
3.13 Branches of U.S. Banks . . . . . . . . . . . . . . . . . . . . 13
3.14 Tax Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

<PAGE>

4. Payments for Sales or Repurchases or Redemptions
of Shares of the Fund . . . . . . . . . . . . . . . . . . . . . . . . 13

5. Proper Instructions . . . . . . . . . . . . . . . . . . . . . . . . . 14

6. Actions Permitted Without Express Authority . . . . . . . . . . . . . 14

7. Evidence of Authority . . . . . . . . . . . . . . . . . . . . . . . . 15

8. Duties of Sub-Custodian With Respect to the Books of Account
and Calculation of Net Asset Value and Net Income . . . . . . . . . . 15

9. Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

10. Opinion of Fund's Independent Accountants . . . . . . . . . . . . . . 15

11. Reports to Fund by Independent Public Accountants . . . . . . . . . . 16

12. Compensation of Sub-Custodian . . . . . . . . . . . . . . . . . . . . 16

13. Responsibility of Sub-Custodian . . . . . . . . . . . . . . . . . . . 16

14. Effective Period, Termination and Amendment . . . . . . . . . . . . . 18

15. Successor Sub-Custodian . . . . . . . . . . . . . . . . . . . . . . . 18

16. Interpretive and Additional Provisions. . . . . . . . . . . . . . . . 19

17. Additional Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . 19

18. Massachusetts Law to Apply. . . . . . . . . . . . . . . . . . . . . . 19

19. Prior Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

20. Reproduction of Documents . . . . . . . . . . . . . . . . . . . . . . 20

21. Shareholder Communications Election . . . . . . . . . . . . . . . . . 20

22. Use of Fund's Name. . . . . . . . . . . . . . . . . . . . . . . . . . 20

<PAGE>

SUB-CUSTODIAN CONTRACT

This Contract among The Munder Framlington Funds Trust, a business trust
organized and existing under the laws of The Commonwealth of Massachusetts,
having its principal place of business at 480 Pierce Street, Birmingham,
Michigan 48009, hereinafter called the "Fund", Comerica Bank, a Michigan banking
corporation having a principal place of business at 411 West Lafayette, Detroit,
Michigan 48226, hereinafter called the "Custodian" and State Street Bank and
Trust Company, a Massachusetts trust company, having its principal place of
business at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter
called the "Sub-Custodian",

WITNESSETH:

WHEREAS, the Fund has appointed the Custodian as custodian of its assets;

WHEREAS, the Custodian and the Fund desire to appoint the Sub-Custodian to
act as sub-custodian of the assets of the Fund;

WHEREAS, the Fund is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets; and

WHEREAS, the Fund currently offers shares in three series, Framlington
International Growth Fund, Framlington Emerging Markets Fund and Framlington
Healthcare Fund (such series together with all other series subsequently
established by the Fund and made subject to this Contract in accordance with
paragraph 17, being herein referred to as the "Portfolio(s)");

NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

1. EMPLOYMENT OF SUB-CUSTODIAN AND PROPERTY TO BE HELD BY IT

The Custodian and the Fund hereby employ the Sub-Custodian as the
Sub-Custodian of the assets of the Portfolios of the Fund, including securities
which the Fund, on behalf of the applicable Portfolio desires to be held in
places within the United States ("domestic securities") and securities it
desires to be held outside the United States ("foreign securities") pursuant to
the provisions of the Declaration of Trust. The Fund on behalf of the
Portfolio(s) agrees to deliver to the Sub-Custodian all securities and cash of
the Portfolios, and all payments of income, payments of principal or capital
distributions received by it with respect to all securities owned by the
Portfolio(s) from time to time, and the cash consideration received by it for
such new or treasury shares of beneficial interest of the Fund representing
interests in the Portfolios, ("Shares") as may be issued or sold from time to
time. The Sub-Custodian shall not be responsible for any property of a Portfolio
held or received by the Portfolio and not delivered to the Sub-Custodian.

Upon receipt of "Proper Instructions" (within the meaning of Article 5),
the Sub-Custodian shall on behalf of the applicable Portfolio(s) from time to
time employ one or more sub-sub-

<PAGE>

custodians, located in the United States but only in accordance with an
applicable vote by the Board of Trustees of the Fund on behalf of the applicable
Portfolio(s), and provided that the Sub-Custodian shall have no more or less
responsibility or liability to the Fund on account of any actions or omissions
of any sub-sub-custodian so employed than any such sub-sub-custodian has to the
Sub-Custodian. The Sub-Custodian may employ as sub-sub-custodian for the Fund's
foreign securities on behalf of the applicable Portfolio(s) the foreign banking
institutions and foreign securities depositories designated in Schedule A hereto
but only in accordance with the provisions of Article 3.

2. DUTIES OF THE SUB-CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY
THE SUB-CUSTODIAN IN THE UNITED STATES

2.1 HOLDING SECURITIES. The Sub-Custodian shall hold and physically segregate
for the account of each Portfolio all non-cash property, to be held by it
in the United States including all domestic securities owned by such
Portfolio, other than (a) securities which are maintained pursuant to
Section 2.10 in a clearing agency which acts as a securities depository or
in a book-entry system authorized by the U.S. Department of the Treasury
(each, a U.S. Securities System") and (b) commercial paper of an issuer for
which State Street Bank and Trust Company acts as issuing and paying agent
("Direct Paper") which is deposited and/or maintained in the Direct Paper
System of the Sub-Custodian (the "Direct Paper System") pursuant to Section
2.11.

2.2 DELIVERY OF SECURITIES. The Sub-Custodian shall release and deliver
domestic securities owned by a Portfolio held by the Sub-Custodian or in a
U.S. Securities System account of the Sub-Custodian or in the
Sub-Custodian's Direct Paper book entry system account ("Direct Paper
System Account") only upon receipt of Proper Instructions from the Fund on
behalf of the applicable Portfolio, which may be continuing instructions
when deemed appropriate by the parties, and only in the following cases:

1) Upon sale of such securities for the account of the Portfolio and
receipt of payment therefor;

2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Portfolio;

3) In the case of a sale effected through a U.S. Securities System, in
accordance with the provisions of Section 2.10 hereof;

4) To the depository agent in connection with tender or other similar
offers for securities of the Portfolio;

5) To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that, in any
such case, the cash or other consideration is to be delivered to the
Sub-Custodian;

<PAGE>

6) To the issuer thereof, or its agent, for transfer into the name of the
Portfolio or into the name of any nominee or nominees of the
Sub-Custodian or into the name or nominee name of any agent appointed
pursuant to Section 2.9 or into the name or nominee name of any
sub-sub-custodian appointed pursuant to Article 1; or for exchange for
a different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units;
PROVIDED that, in any such case, the new securities are to be
delivered to the Sub-Custodian;

7) Upon the sale of such securities for the account of the Portfolio, to
the broker or its clearing agent, against a receipt, for examination
in accordance with "street delivery" custom; provided that in any such
case, the Sub-Custodian shall have no responsibility or liability for
any loss arising from the delivery of such securities prior to
receiving payment for such securities except as may arise from the
Sub-Custodian's own negligence or willful misconduct;

8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions
for conversion contained in such securities, or pursuant to any
deposit agreement; provided that, in any such case, the new securities
and cash, if any, are to be delivered to the Sub-Custodian;

9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar securities
or the surrender of interim receipts or temporary securities for
definitive securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Sub-Custodian;

10) For delivery in connection with any loans of securities made by the
Portfolio, BUT ONLY against receipt of adequate collateral as agreed
upon from time to time by the Sub-Custodian and the Fund on behalf of
the Portfolio, which may be in the form of cash or obligations issued
by the United States government, its agencies or instrumentalities,
except that in connection with any loans for which collateral is to be
credited to the Sub-Custodian's account in the book-entry system
authorized by the U.S. Department of the Treasury, the Sub-Custodian
will not be held liable or responsible for the delivery of securities
owned by the Portfolio prior to the receipt of such collateral;

11) For delivery as security in connection with any borrowings by the Fund
on behalf of the Portfolio requiring a pledge of assets by the Fund on
behalf of the Portfolio, BUT ONLY against receipt of amounts borrowed;

12) For delivery in accordance with the provisions of any agreement among
the Fund on behalf of the Portfolio, the Sub-Custodian and a
broker-dealer registered under the Securities Exchange Act of 1934
(the "Exchange Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to compliance with the
rules of The Options Clearing Corporation and of any registered
national

<PAGE>

securities exchange, or of any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions
by the Portfolio of the Fund;

13) For delivery in accordance with the provisions of any agreement among
the Fund on behalf of the Portfolio, the Sub-Custodian, and a Futures
Commission Merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures Trading
Commission and/or any Contract Market, or any similar organization or
organizations, regarding account deposits in connection with
transactions by the Portfolio of the Fund;

14) Upon receipt of instructions from the transfer agent ("Transfer
Agent") for the Fund, for delivery to such Transfer Agent or to the
holders of shares in connection with distributions in kind, as may be
described from time to time in the currently effective prospectus and
statement of additional information of the Fund, related to the
Portfolio ("Prospectus"), in satisfaction of requests by holders of
Shares for repurchase or redemption; and

15) For any other proper corporate purpose, BUT ONLY upon receipt of, in
addition to Proper Instructions from the Fund on behalf of the
applicable Portfolio, a certified copy of a resolution of the Board of
Trustees or of the Executive Committee signed by an officer of the
Fund and certified by the Secretary or an Assistant Secretary,
specifying the securities of the Portfolio to be delivered, setting
forth the purpose for which such delivery is to be made, declaring
such purpose to be a proper corporate purpose, and naming the person
or persons to whom delivery of such securities shall be made.

2.3 REGISTRATION OF SECURITIES. Domestic securities held by the Sub-Custodian
(other than bearer securities) shall be registered in the name of the
Portfolio or in the name of any nominee of the Fund on behalf of the
Portfolio or of any nominee of the Sub-Custodian which nominee shall be
assigned exclusively to the Portfolio, UNLESS the Fund has authorized in
writing the appointment of a nominee to be used in common with other
registered investment companies having the same investment adviser as the
Portfolio, or in the name or nominee name of any agent appointed pursuant
to Section 2.9 or in the name or nominee name of any sub-sub-custodian
appointed pursuant to Article 1. All securities accepted by the
Sub-Custodian on behalf of the Portfolio under the terms of this Contract
shall be in "street name" or other good delivery form. If, however, the
Fund directs the Sub-Custodian to maintain securities in "street name", the
Sub-Custodian shall utilize its best efforts only to timely collect income
due the Fund on such securities and to notify the Fund on a best efforts
basis only of relevant corporate actions including, without limitation,
pendency of calls, maturities, tender or exchange offers.

2.4 BANK ACCOUNTS. The Sub-Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of each Portfolio of
the Fund, subject only to draft or order by the Sub-Custodian acting
pursuant to the terms of this Contract, and shall hold

<PAGE>

in such account or accounts, subject to the provisions hereof, all cash
received by it from or for the account of the Portfolio, other than cash
maintained by the Portfolio in a bank account established and used in
accordance with Rule 17f-3 under the Investment Company Act of 1940. Funds
held by the Sub-Custodian for a Portfolio may be deposited by it to its
credit as Sub-Custodian in the Banking Department of the Sub-Custodian or
in such other banks or trust companies as it may in its discretion deem
necessary or desirable; PROVIDED, however, that every such bank or trust
company shall be qualified to act as a Sub-Custodian under the Investment
Company Act of 1940 and that each such bank or trust company and the funds
to be deposited with each such bank or trust company shall on behalf of
each applicable Portfolio be approved by vote of a majority of the Board of
Trustees of the Fund. Such funds shall be deposited by the Sub-Custodian in
its capacity as Sub-Custodian and shall be withdrawable by the
Sub-Custodian only in that capacity.

2.5 AVAILABILITY OF FEDERAL FUNDS. Upon mutual agreement between the Fund on
behalf of each applicable Portfolio and the Sub-Custodian, the
Sub-Custodian shall, upon the receipt of Proper Instructions from the Fund
on behalf of a Portfolio, make federal funds available to such Portfolio as
of specified times agreed upon from time to time by the Fund and the
Sub-Custodian in the amount of checks received in payment for Shares of
such Portfolio which are deposited into the Portfolio's account.

2.6 COLLECTION OF INCOME. Subject to the provisions of Section 2.3, the
Sub-Custodian shall collect on a timely basis all income and other payments
with respect to registered domestic securities held hereunder to which each
Portfolio shall be entitled either by law or pursuant to custom in the
securities business, and shall collect on a timely basis all income and
other payments with respect to bearer domestic securities if, on the date
of payment by the issuer, such securities are held by the Sub-Custodian or
its agent thereof and shall credit such income, as collected, to such
Portfolio's Sub-Custodian account. Without limiting the generality of the
foregoing, the Sub-Custodian shall detach and present for payment all
coupons and other income items requiring presentation as and when they
become due and shall collect interest when due on securities held
hereunder. Income due each Portfolio on securities loaned pursuant to the
provisions of Section 2.2 (10) shall be the responsibility of the Fund.
The Sub-Custodian will have no duty or responsibility in connection
therewith, other than to provide the Fund with such information or data as
may be necessary to assist the Fund in arranging for the timely delivery to
the Sub-Custodian of the income to which the Portfolio is properly
entitled.

2.7 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions from the Fund
on behalf of the applicable Portfolio, which may be continuing instructions
when deemed appropriate by the parties, the Sub-Custodian shall pay out
monies of a Portfolio in the following cases only:

1) Upon the purchase of domestic securities, options, futures contracts
or options on futures contracts for the account of the Portfolio but
only (a) against the delivery of such securities or evidence of title
to such options, futures contracts or options on futures contracts to
the Sub-Custodian (or any bank, banking firm or trust company

<PAGE>

doing business in the United States or abroad which is qualified under
the Investment Company Act of 1940, as amended, to act as a
Sub-Custodian and has been designated by the Sub-Custodian as its
agent for this purpose) registered in the name of the Portfolio or in
the name of a nominee of the Sub-Custodian referred to in Section 2.3
hereof or in proper form for transfer; (b) in the case of a purchase
effected through a U.S. Securities System, in accordance with the
conditions set forth in Section 2.10 hereof; (c) in the case of a
purchase involving the Direct Paper System, in accordance with the
conditions set forth in Section 2.11; (d) in the case of repurchase
agreements entered into between the Fund on behalf of the Portfolio
and the Sub-Custodian, or another bank, or a broker-dealer which is a
member of NASD, (i) against delivery of the securities either in
certificate form or through an entry crediting the Sub-Custodian's
account at the Federal Reserve Bank with such securities or (ii)
against delivery of the receipt evidencing purchase by the Portfolio
of securities owned by the Sub-Custodian along with written evidence
of the agreement by the Sub-Custodian to repurchase such securities
from the Portfolio or (e) for transfer to a time deposit account of
the Fund in any bank, whether domestic or foreign; such transfer may
be effected prior to receipt of a confirmation from a broker and/or
the applicable bank pursuant to Proper Instructions from the Fund as
defined in Article 5;

2) In connection with conversion, exchange or surrender of securities
owned by the Portfolio as set forth in Section 2.2 hereof;

3) For the redemption or repurchase of Shares issued by the Portfolio as
set forth in Article 4 hereof;

4) For the payment of any expense or liability incurred by the Portfolio,
including but not limited to the following payments for the account of
the Portfolio: interest, taxes, management, accounting, transfer
agent and legal fees, and operating expenses of the Fund whether or
not such expenses are to be in whole or part capitalized or treated as
deferred expenses;

5) For the payment of any dividends on Shares of the Portfolio declared
pursuant to the governing documents of the Fund;

6) For payment of the amount of dividends received in respect of
securities sold short;

7) For any other proper purpose, BUT ONLY upon receipt of, in addition to
Proper Instructions from the Fund on behalf of the Portfolio, a
certified copy of a resolution of the Board of Trustees or of the
Executive Committee of the Fund signed by an officer of the Fund and
certified by its Secretary or an Assistant Secretary, specifying the
amount of such payment, setting forth the purpose for which such
payment is to be made, declaring such purpose to be a proper purpose,
and naming the person or persons to whom such payment is to be made.

<PAGE>

2.8 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED.
Except as specifically stated otherwise in this Contract, in any and every
case where payment for purchase of domestic securities for the account of a
Portfolio is made by the Sub-Custodian in advance of receipt of the
securities purchased in the absence of specific written instructions from
the Fund on behalf of such Portfolio to so pay in advance, the
Sub-Custodian shall be absolutely liable to the Fund for such securities to
the same extent as if the securities had been received by the
Sub-Custodian.

2.9 APPOINTMENT OF AGENTS. The Sub-Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act of 1940,
as amended, to act as a Sub-Custodian, as its agent to carry out such of
the provisions of this Article 2 as the Sub-Custodian may from time to time
direct; PROVIDED, however, that the appointment of any agent shall not
relieve the Sub-Custodian of its responsibilities or liabilities hereunder.

2.10 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. The Sub-Custodian may
deposit and/or maintain securities owned by a Portfolio in a clearing
agency registered with the Securities and Exchange Commission under Section
17A of the Securities Exchange Act of 1934, which acts as a securities
depository, or in the book-entry system authorized by the U.S. Department
of the Treasury and certain federal agencies, collectively referred to
herein as "U.S. Securities System" in accordance with applicable Federal
Reserve Board and Securities and Exchange Commission rules and regulations,
if any, and subject to the following provisions:

1) The Sub-Custodian may keep securities of the Portfolio in a U.S.
Securities System provided that such securities are represented in an
account ("Account") of the Sub-Custodian in the U.S. Securities System
which shall not include any assets of the Sub-Custodian other than
assets held as a fiduciary, Custodian or otherwise for customers;

2) The records of the Sub-Custodian with respect to securities of the
Portfolio which are maintained in a U.S. Securities System shall
identify by book-entry those securities belonging to the Portfolio;

3) The Sub-Custodian shall pay for securities purchased for the account
of the Portfolio upon (i) receipt of advice from the U.S. Securities
System that such securities have been transferred to the Account, and
(ii) the making of an entry on the records of the Sub-Custodian to
reflect such payment and transfer for the account of the Portfolio.
The Sub-Custodian shall transfer securities sold for the account of
the Portfolio upon (i) receipt of advice from the U.S. Securities
System that payment for such securities has been transferred to the
Account, and (ii) the making of an entry on the records of the
Sub-Custodian to reflect such transfer and payment for the account of
the Portfolio. Copies of all advices from the U.S. Securities System
of transfers of securities for the account of the Portfolio shall
identify the Portfolio, be maintained for the Portfolio by the
Sub-Custodian and be

<PAGE>

provided to the Fund at its request. Upon request, the Sub-Custodian
shall furnish the Fund on behalf of the Portfolio confirmation of each
transfer to or from the account of the Portfolio in the form of a
written advice or notice and shall furnish to the Fund on behalf of
the Portfolio copies of daily transaction sheets reflecting each day's
transactions in the U.S. Securities System for the account of the
Portfolio;

4) The Sub-Custodian shall provide the Fund for the Portfolio with any
report obtained by the Sub-Custodian on the U.S. Securities System's
accounting system, internal accounting control and procedures for
safeguarding securities deposited in the U.S. Securities System;

5) The Sub-Custodian shall have received from the Fund on behalf of the
Portfolio the initial or annual certificate, as the case may be,
required by Article 14 hereof;

6) Anything to the contrary in this Contract notwithstanding, the
Sub-Custodian shall be liable to the Fund for the benefit of the
Portfolio for any loss or damage to the Portfolio resulting from use
of the U.S. Securities System by reason of any negligence, misfeasance
or misconduct of the Sub-Custodian or any of its agents or of any of
its or their employees or from failure of the Sub-Custodian or any
such agent to enforce effectively such rights as it may have against
the U.S. Securities System; at the election of the Fund, it shall be
entitled to be subrogated to the rights of the Sub-Custodian with
respect to any claim against the U.S. Securities System or any other
person which the Sub-Custodian may have as a consequence of any such
loss or damage if and to the extent that the Portfolio has not been
made whole for any such loss or damage.

2.11 FUND ASSETS HELD IN THE SUB-CUSTODIAN'S DIRECT PAPER SYSTEM. The
Sub-Custodian may deposit and/or maintain securities owned by a Portfolio
in the Direct Paper System of the Sub-Custodian subject to the following
provisions:

1) No transaction relating to securities in the Direct Paper System will
be effected in the absence of Proper Instructions from the Fund on
behalf of the Portfolio;

2) The Sub-Custodian may keep securities of the Portfolio in the Direct
Paper System only if such securities are represented in an account
("Account") of the Sub-Custodian in the Direct Paper System which
shall not include any assets of the Sub-Custodian other than assets
held as a fiduciary, Custodian or otherwise for customers;

3) The records of the Sub-Custodian with respect to securities of the
Portfolio which are maintained in the Direct Paper System shall
identify by book-entry those securities belonging to the Portfolio;

4) The Sub-Custodian shall pay for securities purchased for the account
of the Portfolio upon the making of an entry on the records of the
Sub-Custodian to reflect

<PAGE>

such payment and transfer of securities to the account of the
Portfolio. The Sub-Custodian shall transfer securities sold for the
account of the Portfolio upon the making of an entry on the records of
the Sub-Custodian to reflect such transfer and receipt of payment for
the account of the Portfolio;

5) The Sub-Custodian shall furnish the Fund on behalf of the Portfolio
confirmation of each transfer to or from the account of the Portfolio,
in the form of a written advice or notice, of Direct Paper on the next
business day following such transfer and shall furnish to the Fund on
behalf of the Portfolio copies of daily transaction sheets reflecting
each day's transaction in the U.S. Securities System for the account
of the Portfolio;

6) The Sub-Custodian shall provide the Fund on behalf of the Portfolio
with any report on its system of internal accounting control as the
Fund may reasonably request from time to time.

2.12 SEGREGATED ACCOUNT. The Sub-Custodian shall upon receipt of Proper
Instructions from the Fund on behalf of each applicable Portfolio establish
and maintain a segregated account or accounts for and on behalf of each
such Portfolio, into which account or accounts may be transferred cash
and/or securities, including securities maintained in an account by the
Sub-Custodian pursuant to Section 2.10 hereof, (i) in accordance with the
provisions of any agreement among the Fund on behalf of the Portfolio, the
Sub-Custodian and a broker-dealer registered under the Exchange Act and a
member of the NASD (or any futures commission merchant registered under the
Commodity Exchange Act), relating to compliance with the rules of The
Options Clearing Corporation and of any registered national securities
exchange (or the Commodity Futures Trading Commission or any registered
contract market), or of any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions by
the Portfolio, (ii) for purposes of segregating cash or government
securities in connection with options purchased, sold or written by the
Portfolio or commodity futures contracts or options thereon purchased or
sold by the Portfolio, (iii) for the purposes of compliance by the
Portfolio with the procedures required by Investment Company Act Release
No. 10666, or any subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of segregated accounts by
registered investment companies and (iv) for other proper corporate
purposes, BUT ONLY, in the case of clause (iv), upon receipt of, in
addition to Proper Instructions from the Fund on behalf of the applicable
Portfolio, a certified copy of a resolution of the Board of Trustees or of
the Executive Committee signed by an officer of the Fund and certified by
the Secretary or an Assistant Secretary, setting forth the purpose or
purposes of such segregated account and declaring such purposes to be
proper corporate purposes.

2.13 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Sub-Custodian shall execute
ownership and other certificates and affidavits for all federal and state
tax purposes in connection with receipt of income or other payments with
respect to domestic securities of each Portfolio held by it and in
connection with transfers of securities.

<PAGE>

2.14 PROXIES. The Sub-Custodian shall, with respect to the domestic securities
held hereunder, cause to be promptly executed by the registered holder of
such securities, if the securities are registered otherwise than in the
name of the Portfolio or a nominee of the Portfolio, all proxies, without
indication of the manner in which such proxies are to be voted, and shall
promptly deliver to the Portfolio such proxies, all proxy soliciting
materials and all notices relating to such securities.

2.15 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Subject to the provisions
of Section 2.3, the Sub-Custodian shall transmit promptly to the Fund for
each Portfolio all written information (including, without limitation,
pendency of calls and maturities of domestic securities and expirations of
rights in connection therewith and notices of exercise of call and put
options written by the Fund on behalf of the Portfolio and the maturity of
futures contracts purchased or sold by the Portfolio) received by the
Sub-Custodian from issuers of the securities being held for the Portfolio.
With respect to tender or exchange offers, the Sub-Custodian shall transmit
promptly to the Portfolio all written information received by the
Sub-Custodian from issuers of the securities whose tender or exchange is
sought and from the party (or his agents) making the tender or exchange
offer. If the Portfolio desires to take action with respect to any tender
offer, exchange offer or any other similar transaction, the Portfolio shall
notify the Sub-Custodian at least three business days prior to the date on
which the Sub-Custodian is to take such action.

3. DUTIES OF THE SUB-CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD
OUTSIDE OF THE UNITED STATES

3.1 APPOINTMENT OF FOREIGN SUB-SUB-CUSTODIANS. The Fund hereby authorizes and
instructs the Sub-Custodian to employ as sub-sub-custodians for the
Portfolio's securities and other assets maintained outside the United
States the foreign banking institutions and foreign securities depositories
designated on Schedule A hereto ("foreign sub-sub-custodians"). Upon
receipt of "Proper Instructions", as defined in Section 5 of this Contract,
together with a certified resolution of the Fund's Board of Trustees, the
Sub-Custodian and the Fund may agree to amend Schedule A hereto from time
to time to designate additional foreign banking institutions and foreign
securities depositories to act as sub-sub-custodian. Upon receipt of
Proper Instructions, the Fund may instruct the Sub-Custodian to cease the
employment of any one or more such sub-sub-custodians for maintaining
custody of the Portfolio's assets.

3.2 ASSETS TO BE HELD. The Sub-Custodian shall limit the securities and other
assets maintained in the custody of the foreign sub-Sub-Custodians to: (a)
"foreign securities", as defined in paragraph (c)(1) of Rule 17f-5 under
the Investment Company Act of 1940, and (b) cash and cash equivalents in
such amounts as the Sub-Custodian or the Fund may determine to be
reasonably necessary to effect the Portfolio's foreign securities
transactions. The Sub-Custodian shall identify on its books as belonging
to the Fund, the foreign securities of the Fund held by each foreign
sub-sub-custodian.

<PAGE>

3.3 FOREIGN SECURITIES SYSTEMS. Except as may otherwise be agreed upon in
writing by the Sub-Custodian and the Fund, assets of the Portfolios shall
be maintained in a clearing agency which acts as a securities depository or
in a book-entry system for the central handling of securities located
outside the United States (each a "Foreign Securities System") only through
arrangements implemented by the foreign banking institutions serving as
sub-sub-custodians pursuant to the terms hereof (Foreign Securities Systems
and U.S. Securities Systems are collectively referred to herein as the
"Securities Systems"). Where possible, such arrangements shall include
entry into agreements containing the provisions set forth in Section 3.5
hereof.

3.4 HOLDING SECURITIES. The Sub-Custodian may hold securities and other
non-cash property for all of its customers, including the Fund, with a
foreign sub-sub-custodian in a single account that is identified as
belonging to the Sub-Custodian for the benefit of its customers, PROVIDED
HOWEVER, that (i) the records of the Sub-Custodian with respect to
securities and other non-cash property of the Fund which are maintained in
such account shall identify by book-entry those securities and other
non-cash property belonging to the Fund and (ii) the Sub-Custodian shall
require that securities and other non-cash property so held by the foreign
sub-sub-custodian be held separately from any assets of the foreign
sub-sub-custodian or of others.

3.5 AGREEMENTS WITH FOREIGN BANKING INSTITUTIONS. Each agreement with a
foreign banking institution shall provide that: (a) the assets of each
Portfolio will not be subject to any right, charge, security interest, lien
or claim of any kind in favor of the foreign banking institution or its
creditors or agent, except a claim of payment for their safe custody or
administration; (b) beneficial ownership for the assets of each Portfolio
will be freely transferable without the payment of money or value other
than for custody or administration; (c) adequate records will be maintained
identifying the assets as belonging to each applicable Portfolio; (d)
officers of or auditors employed by, or other representatives of the
Sub-Custodian, including to the extent permitted under applicable law the
independent public accountants for the Fund, will be given access to the
books and records of the foreign banking institution relating to its
actions under its agreement with the Sub-Custodian; and (e) assets of the
Portfolios held by the foreign sub-sub-custodian will be subject only to
the instructions of the Sub-Custodian or its agents.

3.6 ACCESS OF INDEPENDENT ACCOUNTANTS OF THE FUND. Upon request of the Fund,
the Sub-Custodian will use its best efforts to arrange for the independent
accountants of the Fund to be afforded access to the books and records of
any foreign banking institution employed as a foreign sub-Sub-Custodian
insofar as such books and records relate to the performance of such foreign
banking institution under its agreement with the Sub-Custodian.

3.7 REPORTS BY SUB-CUSTODIAN. The Sub-Custodian will supply to the Fund from
time to time, as mutually agreed upon, statements in respect of the
securities and other assets of the Portfolio(s) held by foreign
sub-sub-custodians, including but not limited to an identification of
entities having possession of the Portfolio(s) securities and other assets
and advices or notifications of any transfers of securities to or from each
custodial account

<PAGE>

maintained by a foreign banking institution for the Sub-Custodian on behalf
of each applicable Portfolio indicating, as to securities acquired for a
Portfolio, the identity of the entity having physical possession of such
securities.

3.8 TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT. (a) Except as otherwise provided
in paragraph (b) of this Section 3.8, the provision of Sections 2.2 and 2.7
of this Contract shall apply, MUTATIS MUTANDIS to the foreign securities of
the Fund held outside the United States by foreign sub-sub-custodians.

(b) Notwithstanding any provision of this Contract to the contrary,
settlement and payment for securities received for the account of each
applicable Portfolio and delivery of securities maintained for the account
of each applicable Portfolio may be effected in accordance with the
customary established securities trading or securities processing practices
and procedures in the jurisdiction or market in which the transaction
occurs, including, without limitation, delivering securities to the
purchaser thereof or to a dealer therefor (or an agent for such purchaser
or dealer) against a receipt with the expectation of receiving later
payment for such securities from such purchaser or dealer.

(c) Securities maintained in the custody of a foreign sub-sub-custodian may
be maintained in the name of such entity's nominee to the same extent as
set forth in Section 2.3 of this Contract, and the Fund agrees to hold any
such nominee harmless from any liability as a holder of record of such
securities.

3.9 LIABILITY OF FOREIGN SUB-SUB-CUSTODIANS. Each agreement pursuant to which
the Sub-Custodian employs a foreign banking institution as a foreign
sub-sub-custodian shall require the institution to exercise reasonable care
in the performance of its duties and to indemnify, and hold harmless, the
Sub-Custodian and the Fund from and against any loss, damage, cost,
expense, liability or claim arising out of or in connection with the
institution's performance of such obligations. At the election of the
Fund, it shall be entitled to be subrogated to the rights of the
Sub-Custodian with respect to any claims against a foreign banking
institution as a consequence of any such loss, damage, cost, expense,
liability or claim if and to the extent that the Fund has not been made
whole for any such loss, damage, cost, expense, liability or claim.

3.10 LIABILITY OF SUB-CUSTODIAN. The Sub-Custodian shall be liable for the acts
or omissions of a foreign banking institution to the same extent as set
forth with respect to sub-sub-custodians generally in this Contract and,
regardless of whether assets are maintained in the custody of a foreign
banking institution, a foreign securities depository or a branch of a U.S.
bank as contemplated by paragraph 3.13 hereof, the Sub-Custodian shall not
be liable for any loss, damage, cost, expense, liability or claim resulting
from nationalization, expropriation, currency restrictions, or acts of war
or terrorism or any loss where the sub-sub-custodian has otherwise
exercised reasonable care. Notwithstanding the foregoing provisions of
this paragraph 3.10, in delegating custody duties to State Street London
Ltd., the Sub-Custodian shall not be relieved of any responsibility to the
Fund for any loss due to such delegation, except such loss as may result
from (a) political risk (including, but not limited to, exchange

<PAGE>

control restrictions, confiscation, expropriation, nationalization,
insurrection, civil strife or armed hostilities) or (b) other losses
(excluding bankruptcy or insolvency of State Street London Ltd. not
caused by political risk) due to Acts of God, nuclear incident or
other losses under circumstances where the Sub-Custodian and State
Street London Ltd. have exercised reasonable care.

3.11 REIMBURSEMENT FOR ADVANCES. If the Fund requires the Sub-Custodian to
advance cash or securities for any purpose for the benefit of a Portfolio
including the purchase or sale of foreign exchange or of contracts for
foreign exchange, or in the event that the Sub-Custodian or its nominee
shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this Contract,
except such as may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property at any time
held for the account of the applicable Portfolio shall be security therefor
to the extent thereof, and should the Fund fail to repay the Sub-Custodian
promptly, the Sub-Custodian shall be entitled to utilize available cash and
to dispose of such Portfolio's assets to the extent necessary to obtain
reimbursement.

3.12 MONITORING RESPONSIBILITIES. The Sub-Custodian shall furnish annually to
the Fund, during the month of June, information concerning the foreign
sub-sub-custodians employed by the Sub-Custodian. Such information shall
be similar in kind and scope to that furnished to the Fund in connection
with the initial approval of this Contract. In addition, the Sub-Custodian
will promptly inform the Fund in the event that the Sub-Custodian learns of
a material adverse change in the financial condition of a foreign
sub-sub-custodian or any material loss of the assets of the Fund or in the
case of any foreign sub-sub-custodian not the subject of an exemptive order
from the Securities and Exchange Commission is notified by such foreign
sub-sub-custodian that there appears to be a substantial likelihood that
its shareholders' equity will decline below $200 million (U.S. dollars or
the equivalent thereof) or that its shareholders' equity has declined below
$200 million (in each case computed in accordance with generally accepted
U.S. accounting principles).

3.13 BRANCHES OF U.S. BANKS. (a) Except as otherwise set forth in this
Contract, the provisions hereof shall not apply where the custody of the
Portfolios assets are maintained in a foreign branch of a banking
institution which is a "bank" as defined by Section 2(a)(5) of the
Investment Company Act of 1940 meeting the qualification set forth in
Section 26(a) of said Act. The appointment of any such branch as a
sub-sub-custodian shall be governed by paragraph 1 of this Contract.

(b) Cash held for each Portfolio of the Fund in the United Kingdom shall be
maintained in an interest bearing account established for the Fund with the
Sub-Custodian's London branch, which account shall be subject to the
direction of the Sub-Custodian, State Street London Ltd. or both.

3.14 TAX LAW. The Sub-Custodian shall have no responsibility or liability for
any obligations now or hereafter imposed on the Fund or the Sub-Custodian
as Sub-Custodian of the Fund by the tax law of the United States of America
or any state or political subdivision thereof.

<PAGE>

It shall be the responsibility of the Fund to notify the Sub-Custodian of
the obligations imposed on the Fund or the Sub-Custodian as Sub-Custodian
of the Fund by the tax law of jurisdictions other than those mentioned in
the above sentence, including responsibility for withholding and other
taxes, assessments or other governmental charges, certifications and
governmental reporting. The sole responsibility of the Sub-Custodian with
regard to such tax law shall be to use reasonable efforts to assist the
Fund with respect to any claim for exemption or refund under the tax law of
jurisdictions for which the Fund has provided such information.

4. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES OF THE FUND

The Sub-Custodian shall receive from the distributor for the Shares or from
the transfer agent of the Fund and deposit into the account of the appropriate
Portfolio such payments as are received for Shares of that Portfolio issued or
sold from time to time by the Fund. The Sub-Custodian will provide timely
notification to the Fund on behalf of each such Portfolio and the transfer agent
of any receipt by it of payments for Shares of such Portfolio.

From such funds as may be available for the purpose but subject to the
limitations of the Declaration of Trust and any applicable votes of the Board of
Trustees of the Fund pursuant thereto, the Sub-Custodian shall, upon receipt of
instructions from the transfer agent, make funds available for payment to
holders of Shares who have delivered to the transfer agent a request for
redemption or repurchase of their Shares. In connection with the redemption or
repurchase of Shares of a Portfolio, the Sub-Custodian is authorized upon
receipt of instructions from the transfer agent to wire funds to or through a
commercial bank designated by the redeeming shareholders. In connection with
the redemption or repurchase of Shares of the Fund, the Sub-Custodian shall
honor checks drawn on the Sub-Custodian by a holder of Shares, which checks have
been furnished by the Fund to the holder of Shares, when presented to the
Sub-Custodian in accordance with such procedures and controls as are mutually
agreed upon from time to time between the Fund and the Sub-Custodian.

5. PROPER INSTRUCTIONS

Proper Instructions as used throughout this Contract means a writing signed
or initialed by one or more person or persons as the Board of Trustees shall
have from time to time authorized. Each such writing shall set forth the
specific transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested. Oral instructions
will be considered Proper Instructions if the Sub-Custodian reasonably believes
them to have been given by a person authorized to give such instructions with
respect to the transaction involved. The Fund shall cause all oral instructions
to be confirmed in writing. Upon receipt of a certificate of the Secretary or
an Assistant Secretary as to the authorization by the Board of Trustees of the
Fund accompanied by a detailed description of procedures approved by the Board
of Trustees, Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the Board of
Trustees and the Sub-Custodian are satisfied that such procedures afford
adequate safeguards for the Portfolios' assets. For purposes of this Section,

<PAGE>

Proper Instructions shall include instructions received by the Sub-Custodian
pursuant to any three - party agreement which requires a segregated asset
account in accordance with Section 2.12.

6. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY

The Sub-Custodian may in its discretion, without express authority from the
Fund on behalf of each applicable Portfolio:

1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Contract, PROVIDED that all such payments shall be accounted for to
the Fund on behalf of the Portfolio;

2) surrender securities in temporary form for securities in definitive
form;

3) endorse for collection, in the name of the Portfolio, checks, drafts
and other negotiable instruments; and

4) in general, attend to all non-discretionary details in connection with
the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Portfolio except as
otherwise directed by the Board of Trustees of the Fund.

<PAGE>

7. EVIDENCE OF AUTHORITY

The Sub-Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper believed by
it to be genuine and to have been properly executed by or on behalf of the Fund.
The Sub-Custodian may receive and accept a certified copy of a vote of the Board
of Trustees of the Fund as conclusive evidence (a) of the authority of any
person to act in accordance with such vote or (b) of any determination or of any
action by the Board of Trustees pursuant to the Declaration of Trust as
described in such vote, and such vote may be considered as in full force and
effect until receipt by the Sub-Custodian of written notice to the contrary.

8. DUTIES OF SUB-CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND
CALCULATION OF NET ASSET VALUE AND NET INCOME

The Sub-Custodian shall keep the books of account of each Portfolio and
compute the net asset value per share of the outstanding shares of each
Portfolio. The Sub-Custodian shall also calculate daily the net income of the
Portfolio as described in the Fund's currently effective prospectus related to
such Portfolio and shall advise the Fund and the transfer agent daily of the
total amounts of such net income and shall advise the transfer agent
periodically of the division of such net income among its various components.
The calculations of the net asset value per share and the daily income of each
Portfolio shall be made at the time or times described from time to time in the
Fund's currently effective prospectus related to such Portfolio.

9. RECORDS

The Sub-Custodian shall with respect to each Portfolio create and maintain
all records relating to its activities and obligations under this Contract in
such manner as will meet the obligations of the Fund under the Investment
Company Act of 1940, with particular attention to Section 31 thereof and Rules
31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund
and shall at all times during the regular business hours of the Sub-Custodian be
open for inspection by duly authorized officers, employees or agents of the Fund
and employees and agents of the Securities and Exchange Commission. The
Sub-Custodian shall, at the Fund's request, supply the Fund with a tabulation of
securities owned by each Portfolio and held by the Sub-Custodian and shall, when
requested to do so by the Fund and for such compensation as shall be agreed upon
between the Fund and the Sub-Custodian, include certificate numbers in such
tabulations.

10. OPINION OF FUND'S INDEPENDENT ACCOUNTANT

The Sub-Custodian shall take all reasonable action, as the Fund on behalf
of each applicable Portfolio may from time to time request, to obtain from year
to year favorable opinions from the Fund's independent accountants with respect
to its activities hereunder in connection with the preparation of the Fund's
Form N-1A, and Form N-SAR or other annual reports to the Securities and Exchange
Commission and with respect to any other requirements of such Commission.

<PAGE>

11. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS

The Sub-Custodian shall provide the Fund, on behalf of each of the
Portfolios at such times as the Fund may reasonably require, with reports by
independent public accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures contracts and
options on futures contracts, including securities deposited and/or maintained
in a Securities System, relating to the services provided by the Sub-Custodian
under this Contract; such reports, shall be of sufficient scope and in
sufficient detail, as may reasonably be required by the Fund to provide
reasonable assurance that any material inadequacies would be disclosed by such
examination, and, if there are no such inadequacies, the reports shall so state.

12. COMPENSATION OF SUB-CUSTODIAN

The Sub-Custodian shall be entitled to reasonable compensation for its
services and expenses as Sub-Custodian, as agreed upon from time to time between
the Fund on behalf of each applicable Portfolio and the Sub-Custodian.

13. RESPONSIBILITY OF SUB-CUSTODIAN

So long as and to the extent that it is in the exercise of reasonable care,
the Sub-Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties,
including any futures commission merchant acting pursuant to the terms of a
three-party futures or options agreement. The Sub-Custodian shall be held to
the exercise of reasonable care in carrying out the provisions of this Contract,
but shall be kept indemnified by the Fund and shall be without liability to the
Fund or to the Custodian for any action taken or omitted by it in good faith
without negligence, willful misconduct or reckless disregard of its duties and
obligations under this Contract. It shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Fund) on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice.

Except as may arise from the Sub-Custodian's own bad faith, negligence,
willful misconduct or reckless disregard of its duties and obligations hereunder
or the bad faith, negligence or willful misconduct or reckless disregard of the
duties and obligations of a sub-sub-custodian or agent, the Sub-Custodian shall
be without liability to the Fund or to the Custodian for any loss, liability,
claim or expense resulting from or caused by; (i) events or circumstances beyond
the reasonable control of the Sub-Custodian or any sub-sub-custodian or
Securities System or any agent or nominee of any of the foregoing, including,
without limitation, nationalization or expropriation, imposition of currency
controls or restrictions, the interruption, suspension or restriction of trading
on or the closure of any securities market, power or other mechanical or
technological failures or interruptions, computer viruses or communications
disruptions, acts of war or terrorism, riots, revolutions, work stoppages,
natural disasters or other similar events or acts; (ii) errors by the Fund or
the Investment Advisor in their instructions to the Sub-Custodian provided

<PAGE>

such instructions have been in accordance with this Contract; (iii) the
insolvency of or acts or omissions by a Securities System; (iv) any delay or
failure of any broker, agent or intermediary, central bank or other commercially
prevalent payment or clearing system to deliver to the Sub-Custodian's
sub-sub-custodian or agent securities purchased or in the remittance or payment
made in connection with securities sold; (v) any delay or failure of any
company, corporation, or other body in charge of registering or transferring
securities in the name of the Sub-Custodian, the Fund, the Sub-Custodian's
sub-sub-custodians, nominees or agents or any consequential losses arising out
of such delay or failure to transfer such securities including non-receipt of
bonus, dividends and rights and other accretions or benefits; (vi) delays or
inability to perform its duties due to any disorder in market infrastructure
with respect to any particular security or Securities System; and (vii) any
provision of any present or future law or regulation or order of the United
States of America, or any state thereof, or any other country, or political
subdivision thereof or of any court of competent jurisdiction.

The Sub-Custodian shall be liable for the acts or omissions of a foreign
banking institution to the same extent as set forth with respect to
sub-sub-custodians generally in this Contract.

If the Fund on behalf of a Portfolio requires the Sub-Custodian to take any
action with respect to securities, which action involves the payment of money or
which action may, in the opinion of the Sub-Custodian, result in the
Sub-Custodian or its nominee assigned to the Fund or the Portfolio being liable
for the payment of money or incurring liability of some other form, the Fund on
behalf of the Portfolio, as a prerequisite to requiring the Sub-Custodian to
take such action, shall provide indemnity to the Sub-Custodian in an amount and
form satisfactory to it.

If the Fund requires the Sub-Custodian, its affiliates, subsidiaries or
agents, to advance cash or securities for any purpose (including but not limited
to securities settlements, foreign exchange contracts and assumed settlement) or
in the event that the Sub-Custodian or its nominee shall incur or be assessed
any taxes, charges, expenses, assessments, claims or liabilities in connection
with the performance of this Contract, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful misconduct,
any property at any time held for the account of the applicable Portfolio shall
be security therefor to the extent thereof, and should the Fund fail to repay
the Sub-Custodian promptly, the Sub-Custodian shall be entitled to utilize
available cash and to dispose of such Portfolio's assets to the extent necessary
to obtain reimbursement.

The Sub-Custodian shall have no responsibility or liability for any acts or
omissions of any prior custodian, subcustodian, accounting agent or other
service provider to the Fund and shall be indemnified by the Fund against any
claims arising out of or attributable to the acts or omissions of any prior
custodian, subcustodian, accounting agent or other service provider. Without in
any way limiting the foregoing, the Subcustodian shall have no liability in
respect of any loss, damage or expense suffered by the Fund insofar as such
loss, damage or expense arises from the performance of the Subcustodian's duties
hereunder in reliance upon records that were maintained for the Fund by entities
other than the Subcustodian prior to the Subcustodian's appointment as
subcustodian for the Fund.

In no event shall the Sub-Custodian be liable for indirect, special or
consequential damages.

<PAGE>

14. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT

This Contract shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be terminated by
the Fund, the Custodian or the Sub-Custodian by an instrument in writing
delivered or mailed, postage prepaid to the other parties, such termination to
take effect not sooner than thirty (30) days after the date of such delivery or
mailing; PROVIDED, however that the Sub-Custodian shall not with respect to a
Portfolio act under Section 2.10 hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the Board of
Trustees of the Fund has approved the initial use of a particular Securities
System by such Portfolio, as required by Rule 17f-4 under the Investment Company
Act of 1940, as amended and that the Sub-Custodian shall not with respect to a
Portfolio act under Section 2.11 hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the Board of
Trustees has approved the initial use of the Direct Paper System by such
Portfolio ; PROVIDED FURTHER, however, that the Fund shall not amend or
terminate this Contract in contravention of any applicable federal or state
regulations, or any provision of the Declaration of Trust, and further provided,
that the Fund on behalf of one or more of the Portfolios may at any time by
action of its Board of Trustees (i) substitute another bank or trust company for
the Sub-Custodian by giving notice as described above to the Sub-Custodian, or
(ii) immediately terminate this Contract in the event of the appointment of a
conservator or receiver for the Sub-Custodian by the Comptroller of the Currency
or upon the happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction.

Upon termination of the Contract, the Fund on behalf of each applicable
Portfolio shall pay to the Sub-Custodian such compensation as may be due as of
the date of such termination and shall likewise reimburse the Sub-Custodian for
its costs, expenses and disbursements.

15. SUCCESSOR SUB-CUSTODIAN

If a successor Sub-Custodian for the Fund, of one or more of the Portfolios
shall be appointed by the Board of Trustees of the Fund, the Sub-Custodian
shall, upon termination, deliver to such successor Sub-Custodian at the office
of the Sub-Custodian, duly endorsed and in the form for transfer, all securities
of each applicable Portfolio then held by it hereunder and shall transfer to an
account of the successor Sub-Custodian all of the securities of each such
Portfolio held in a Securities System.

If no such successor Sub-Custodian shall be appointed, the Sub-Custodian
shall, in like manner, upon receipt of a certified copy of a vote of the Board
of Trustees of the Fund, deliver at the office of the Sub-Custodian and transfer
such securities, funds and other properties in accordance with such vote.

In the event that no written order designating a successor Sub-Custodian or
certified copy of a vote of the Board of Trustees shall have been delivered to
the Sub-Custodian on or before the date when such termination shall become
effective, then the Sub-Custodian shall have the right to deliver to a bank or
trust company, which is a "bank" as defined in the Investment Company Act of

<PAGE>

1940, doing business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds and other
properties held by the Sub-Custodian on behalf of each applicable Portfolio and
all instruments held by the Sub-Custodian relative thereto and all other
property held by it under this Contract on behalf of each applicable Portfolio
and to transfer to an account of such successor Sub-Custodian all of the
securities of each such Portfolio held in any Securities System. Thereafter,
such bank or trust company shall be the successor of the Sub-Custodian under
this Contract.

In the event that securities, funds and other properties remain in the
possession of the Sub-Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to or of
the Board of Trustees to appoint a successor Sub-Custodian, the Sub-Custodian
shall be entitled to fair compensation for its services during such period as
the Sub-Custodian retains possession of such securities, funds and other
properties and the provisions of this Contract relating to the duties and
obligations of the Sub-Custodian shall remain in full force and effect.

16. INTERPRETIVE AND ADDITIONAL PROVISIONS

In connection with the operation of this Contract, the Sub-Custodian and
the Fund on behalf of each of the Portfolios, may from time to time agree on
such provisions interpretive of or in addition to the provisions of this
Contract as may in their joint opinion be consistent with the general tenor of
this Contract. Any such interpretive or additional provisions shall be in a
writing signed by both parties and shall be annexed hereto, PROVIDED that no
such interpretive or additional provisions shall contravene any applicable
federal or state regulations or any provision of the Declaration of Trust of the
Fund. No interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Contract.

17. ADDITIONAL FUNDS

In the event that the Fund establishes one or more series of Shares in
addition to Framlington International Growth Fund, Framlington Emerging Markets
Fund and Framlington Healthcare Fund with respect to which it desires to have
the Sub-Custodian render services as Sub-Custodian under the terms hereof, it
shall so notify the Sub-Custodian in writing, and if the Sub-Custodian agrees in
writing to provide such services, such series of Shares shall become a Portfolio
hereunder.

18. MASSACHUSETTS LAW TO APPLY

This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.

19. PRIOR CONTRACTS

<PAGE>

This Contract supersedes and terminates, as of the date hereof, all prior
contracts between the Fund on behalf of each of the Portfolios and the
Sub-Custodian relating to the custody of the Fund's assets.

<PAGE>

20. REPRODUCTION OF DOCUMENTS

This Contract and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.

21. SHAREHOLDER COMMUNICATIONS ELECTION

Securities and Exchange Commission Rule 14b-2 requires banks which hold
securities for the account of customers to respond to requests by issuers of
securities for the names, addresses and holdings of beneficial owners of
securities of that issuer held by the bank unless the beneficial owner has
expressly objected to disclosure of this information. In order to comply with
the rule, the Sub-Custodian needs the Fund to indicate whether it authorizes the
Sub-Custodian to provide the Fund's name, address, and share position to
requesting companies whose securities the Fund owns. If the Fund tells the
Sub-Custodian "no", the Sub-Custodian will not provide this information to
requesting companies. If the Fund tells the Sub-Custodian "yes" or does not
check either "yes" or "no" below, the Sub-Custodian is required by the rule to
treat the Fund as consenting to disclosure of this information for all
securities owned by the Fund or any funds or accounts established by the Fund.
For the Fund's protection, the Rule prohibits the requesting company from using
the Fund's name and address for any purpose other than corporate communications.
Please indicate below whether the Fund consents or objects by checking one of
the alternatives below.

YES [ ] The Sub-Custodian is authorized to release the Fund's name,
address, and share positions.

NO [ ] The Sub-Custodian is not authorized to release the Fund's name,
address, and share positions.

22. USE OF FUND'S NAME

The Sub-Custodian shall not, without the written consent of the Custodian
and the Fund, identify the Fund, or any Portfolio, as a custodial client of the
Sub-Custodian in any promotional materials, proposals to or other communications
with clients or prospective clients.

<PAGE>

IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 1st day of October, 1997.

ATTEST THE MUNDER FRAMLINGTON FUNDS TRUST

By
- --------------------------- -----------------------------

ATTEST STATE STREET BANK AND TRUST COMPANY

By
- --------------------------- -----------------------------
Senior Vice President

ATTEST COMERICA BANK

By
- --------------------------- -----------------------------

<PAGE>

SCHEDULE A

The following foreign banking institutions and foreign securities
depositories have been approved by the Board of Trustees of The Munder
Framlington Funds Trust for use as sub-sub-custodians for the Fund's securities
and other assets:

(Insert banks and securities depositories)

Certified:

- -------------------------
Fund's Authorized Officer

Date:
--------------------

<PAGE>

State Street Bank and Trust Company
1776 Heritage Drive, AFB
North Quincy, MA 02171

Ladies and Gentlemen:

Reference is made to the Sub-Custodian Contract between us dated as of
October 1, 1997 (the "Agreement").

In accordance with the Additional Portfolios provision of Section 16 of the
Agreement, we request that you act as Sub-Custodian with respect to the New
Portfolio.

Please indicate your acceptance of the foregoing by executing two copies of
this Agreement, returning one to the Fund and retaining one copy for your
records.

Very truly yours,

The Munder Framlington Funds Trust

By:
-------------------------------------

Accepted:

State Street Bank and Trust Company

By:
-------------------------------------

Date:
---------------

<PAGE>

First Data Investor Services Group, Inc.
One Exchange Place
Boston, MA 02109

Ladies and Gentlemen:

Reference is made to the Transfer Agent and Registrar Agreement between us
dated as of November 7, 1996 (the "Agreement").

We request that you act as Transfer Agent under the Agreement with respect
to the New Portfolio.

Please indicate your acceptance of the foregoing by executing two copies of
this Agreement, returning one to the Fund and retaining one copy for your
records.

Very truly yours,

The Munder Framlington Funds Trust

By:
-------------------------------------

Accepted:

First Data Investor Services Group, Inc.

By:
-------------------------------------

Date:
---------------

<PAGE>

AMENDMENT TO TRANSFER AGENCY AND REGISTRAR AGREEMENT

This Amendment dated as of __________, 1998 (the "Amendment") is made to
the Transfer Agency and Registrar Agreement, dated as of the 7th day of
November, 1996 (the "Agreement") between The Munder Framlington Funds Trust (the
"Trust") and First Data Investor Services Group, Inc. ("FDISG") (then known as
The Shareholder Services Group, Inc.).

The Trust and FDISG agree that the Agreement shall, as of the date first
written above, be amended as follows:

1. Schedule A, "Fee Schedule," of the Agreement shall be deleted in its
entirety and the Schedule A attached hereto shall be substituted in
its place; and

2. Exhibit 1 to the Agreement shall be deleted in its entirety and
Exhibit 1 attached hereto shall be substituted in its place.

In all other respects, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first written
above.

THE MUNDER FRAMLINGTON FUNDS TRUST

By:
-------------------------------------
Title:
----------------------------------

FIRST DATA INVESTOR SERVICES GROUP, INC.

By:
-------------------------------------
Title:
----------------------------------

<PAGE>

SCHEDULE A
TRANSFER AGENT FEES

1) Asset Based Charge: Based on the total net assets of the Companies ( as
defined below*)

First $2.8 billion of aggregate net assets @ 2.0 basis
points
Next $2.2 billion of aggregate net assets @ 1.5 basis
points
Over $5 billion of aggregate net assets @ 1.0 basis
points

With a minimum of $160,000 per annum in the aggregate
for the Framlington Funds

Other Fees: Each IRA account will be charged $10.00 per annum NSCC
Transaction Charge is $.15 per financial transaction

2) System Development: Client defined system enhancements will be agreed upon
by Transfer Agent and Munder Capital and billed at a
rate of $100.00 per hour

*Companies shall include The Munder Funds Trust, The Munder Funds, Inc. (other
than the Munder All-Season Aggressive Fund, Munder All-Season Moderate Fund and
Munder All-Season Conservative Fund), St. Clair Funds, Inc. and The Munder
Framlington Funds Trust

<PAGE>

EXHIBIT 1
LIST OF PORTFOLIOS
dated , 1998

The Munder Framlington Funds Trust

Munder Framlington International Growth Fund
Munder Framlington Emerging Markets Fund
Munder Framlington Healthcare Fund
Munder Framlington Global Financial Services Fund

<PAGE>

ADMINISTRATION AGREEMENT

Agreement dated as of October 31, 1997 by and between State Street
Bank and Trust Company, a Massachusetts trust company (the "Administrator"), and
The Munder Framlington Funds Trust (the "Fund").

WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

WHEREAS, the Fund desires to retain the Administrator to furnish
certain administrative services to the Fund, and the Administrator is willing to
furnish such services, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:

1. APPOINTMENT OF ADMINISTRATOR

The Fund hereby appoints the Administrator to act as administrator
with respect to the Fund for purposes of providing certain administrative
services for the period and on the terms set forth in this Agreement. The
Administrator accepts such appointment and agrees to render the services stated
herein.

The Fund will initially consist of the portfolio(s) and/or class(es)
of shares (each an "Investment Fund") listed in Schedule A to this Agreement.
In the event that the Fund establishes one or more additional Investment Funds
with respect to which it wishes to retain the Administrator to act as
administrator hereunder, the Fund shall notify the Administrator in writing.
Upon written acceptance by the Administrator, such Investment Fund shall become
subject to the provisions of this Agreement to the same extent as the existing
Investment Funds, except to the extent that such provisions (including those
relating to the compensation and expenses payable by the Fund and its Investment
Funds) may be modified with respect to each additional Investment Fund in
writing by the Fund and the Administrator at the time of the addition of the
Investment Fund.

2. DELIVERY OF DOCUMENTS

The Fund will promptly deliver to the Administrator copies of each of
the following documents and all future amendments and supplements, if any:

a. The Fund's charter document and by-laws;

<PAGE>

b. The Fund's currently effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and the 1940
Act and the Fund's Prospectus(es) and Statement(s) of Additional
Information relating to all Investment Funds and all amendments
and supplements thereto as in effect from time to time;

c. Certified copies of the resolutions of the Board of Trustees of
the Fund (the "Board") authorizing (1) the Fund to enter into
this Agreement and (2) certain individuals on behalf of the Fund
to (a) give instructions to the Administrator pursuant to this
Agreement and (b) sign checks and pay expenses;

d. A copy of the investment advisory agreement between the Fund and
its investment adviser; and

e. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem necessary
or appropriate in the proper performance of its duties.

3. REPRESENTATION AND WARRANTIES OF THE ADMINISTRATOR

The Administrator represents and warrants to the Fund that:

a. It is a Massachusetts trust company, duly organized, existing and
in good standing under the laws of The Commonwealth of
Massachusetts;

b. It has the corporate power and authority to carry on its business
in The Commonwealth of Massachusetts;

c. All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement;

d. No legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to
perform its duties and obligations under this Agreement; and

e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Administrator or any law or regulation
applicable to it.

4. REPRESENTATIONS AND WARRANTIES OF THE FUND

The Fund represents and warrants to the Administrator that:

a. It is a business trust, duly organized and existing and in good
standing under the laws of Massachusetts;

<PAGE>

b. It has the corporate power and authority under applicable laws
and by its charter and by-laws to enter into and perform this
Agreement;

c. All requisite proceedings have been taken to authorize it to
enter into and perform this Agreement;

d. It is an investment company properly registered under the 1940
Act;

e. A registration statement under the 1933 Act and the 1940 Act has
been filed and will be effective and remain effective during the
term of this Agreement. The Fund also warrants to the
Administrator that as of the effective date of this Agreement,
all necessary filings under the securities laws of the states in
which the Fund offers or sells its shares have been made;

f. No legal or administrative proceedings have been instituted or
threatened which would impair the Fund's ability to perform its
duties and obligations under this Agreement;

g. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Fund or any law or regulation applicable to it;
and

h. As of the close of business on the date of this Agreement, the
Fund is authorized to issue an unlimited amount of shares of
beneficial interest.

5. ADMINISTRATION SERVICES

The Administrator shall provide the following services, in each case,
subject to the control, supervision and direction of the Fund and the review and
comment by the Fund's auditors and legal counsel and in accordance with
procedures which may be established from time to time between the Fund and the
Administrator:

a. Oversee the determination and publication of the Fund's net asset
value in accordance with the Fund's policy as adopted from time
to time by the Board;

b. Oversee the maintenance by the Fund's custodian of certain books
and records of the Fund as required under Rule 31a-1(b) of the
1940 Act;

c. Prepare the Fund's federal, state and local income tax returns
for review by the Fund's independent accountants and filing by
the Fund's treasurer;

d. Review calculation, submit for approval by officers of the Fund
and arrange for payment of the Fund's expenses;

<PAGE>

e. Prepare for review and approval by officers of the Fund financial
information for the Fund's semi-annual and annual reports, proxy
statements and other communications required or otherwise to be
sent to Fund shareholders, and arrange for the printing and
dissemination of such reports and communications to shareholders;

f. Prepare for review by an officer of and legal counsel for the
Fund the Fund's periodic financial reports required to be filed
with the Securities and Exchange Commission ("SEC") on Form N-SAR
and financial information required by Form N-1A and such other
reports, forms or filings as may be mutually agreed upon;

g. Prepare reports relating to the business and affairs of the Fund
as may be mutually agreed upon and not otherwise prepared by the
Fund's investment adviser, custodian, legal counsel or
independent accountants;

h. Make such reports and recommendations to the Board concerning the
performance of the independent accountants as the Board may
reasonably request;

i. Make such reports and recommendations to the Board concerning the
performance and fees of the Fund's custodian and transfer and
dividend disbursing agent ("Transfer Agent") as the Board may
reasonably request or deems appropriate;

j. Calculate, submit for review by officers of the Fund, and arrange
for the payment of fees to the Fund's investment adviser,
custodian, sub-administrator and Transfer Agent;

k. Consult with the Fund's officers, independent accountants, legal
counsel, custodian and Transfer Agent in establishing the
accounting policies of the Fund;

l. Review implementation of any dividend reinvestment programs
authorized by the Board;

m. Respond to, or refer to the Fund's officers or Transfer Agent,
shareholder inquiries relating to the Fund;

n. Provide periodic testing of portfolios to assist the Fund's
investment adviser in complying with Internal Revenue Code
mandatory qualification requirements, the requirements of the
1940 Act and Fund prospectus limitations as may be mutually
agreed upon;

<PAGE>

o. Maintain general corporate calendar, and with respect to each
Investment Fund create and maintain all records required by
Section 31 of the 1940 Act and Rule 31a-1 and 31a-2 thereunder,
except those records that are maintained by the Fund's custodian,
transfer agent, adviser or sub-administrator;

p. Maintain copies of the Fund's charter and by-laws;

q. File annual and semi-annual shareholder reports with the
appropriate regulatory agencies; review text of "President's
letters" to shareholders and "Management's Discussion of Fund
Performance" (which shall also be subject to review by the Fund's
legal counsel);

r. Prepare and furnish the Fund (at the Fund's request) with
performance information (including yield and total return
information) calculated in accordance with applicable U.S.
securities laws and report to external databases such information
as may reasonably be requested.

s. Organize, attend and prepare minutes of shareholder meetings;

t. Provide consultation on regulatory matters relating to portfolio
management, Fund operations and any potential changes in the
Fund's investment policies, operations or structure; act as
liaison to legal counsel to the Fund and, where applicable, to
legal counsel to the Fund's independent Board members;

u. Maintain continuing awareness of significant emerging regulatory
and legislative developments which may affect the Fund, update
the Board and the investment adviser on those developments and
provide related planning assistance where requested or
appropriate;

v. Develop or assist in developing guidelines and procedures to
improve overall compliance by the Fund and its various agents;

w. Counsel and assist the Fund in the handling of routine regulatory
examinations and work closely with the Fund's legal counsel in
response to any non-routine regulatory matters.

Subject to review and comment by the Fund's legal counsel:

x. Prepare and file with the SEC amendments to the Fund's
registration statement, including updating the Prospectus and
Statement of Additional Information, where applicable;

y. Prepare and file with the SEC proxy statements; provide
consultation on proxy solicitation matters;

<PAGE>

z. Prepare agenda and background materials for Board meetings, make
presentations where appropriate, prepare minutes and follow-up on
matters raised at Board meetings;

aa. Prepare and file with the SEC Form N-SAR and Rule 24f-2 notices;

bb. Review and provide assistance on Fund advertisements, sales
literature and shareholder communications; and

cc. Prepare and file state notice filings of the Fund's securities
pursuant to the specific instructions of the Fund and as detailed
in Schedule C to this Agreement.

The Administrator shall provide the office facilities and the personnel required
by it to perform the services contemplated herein. In performing its duties
hereunder, the Administrator shall act in accordance with the charter, bylaws
and prospectus of the Fund and with instructions of the Board of Trustees of the
Fund and will conform to and comply with the requirements of the 1940 Act and
all other applicable federal and state laws and regulations, and will consult
with legal counsel to the Fund, as necessary and appropriate.

6. FEES; EXPENSES; EXPENSE REIMBURSEMENT

The Administrator shall receive from the Fund such compensation for
the Administrator's services provided pursuant to this Agreement as may be
agreed to from time to time in a written fee schedule approved by the parties
and initially set forth in Schedule B to this Agreement. The fees are accrued
daily and billed monthly and shall be due and payable upon receipt of the
invoice. Upon the termination of this Agreement before the end of any month,
the fee for the part of the month before such termination shall be prorated
according to the proportion which such part bears to the full monthly period and
shall be payable upon the date of termination of this Agreement. In addition,
the Fund shall reimburse the Administrator for its out-of-pocket costs incurred
in connection with this Agreement.

The Fund agrees promptly to reimburse the Administrator for any
equipment and supplies specially ordered by or for the Fund through the
Administrator and for any other expenses not contemplated by this Agreement that
the Administrator may incur on the Fund's behalf at the Fund's request or with
the Fund's consent.

The Fund will bear all expenses that are incurred in its operation and
not specifically assumed by the Administrator. Expenses to be borne by the
Fund, include, but are not limited to: organizational expenses; cost of
services of independent accountants and outside legal and tax counsel (including
such counsel's review of the Fund's registration statement, proxy materials,
federal and state tax qualification as a regulated investment company and other
reports and materials prepared by the Administrator under this Agreement); cost
of any services contracted for by the Fund directly from parties other than the
Administrator; cost of trading operations and brokerage fees, commissions and
transfer taxes in connection with the purchase and sale of securities for the
Fund; investment advisory fees; taxes, insurance premiums and other fees and
expenses applicable to its operation; costs incidental to any meetings of
shareholders including, but not limited to, legal and accounting fees, proxy
filing fees and the costs of preparation (excluding preparation as provided in
Section 5y), printing and mailing of any proxy materials; costs incidental to
Board meetings other than the costs of preparation of the agenda and

<PAGE>

background materials, including fees and expenses of Board members; the salary
and expenses of any officer, director\trustee or employee of the Fund; costs
incidental to the preparation (excluding preparation as provided in Section 5x),
printing and distribution of the Fund's registration statements and any
amendments thereto and shareholder reports; cost of typesetting and printing of
prospectuses; cost of preparation (excluding preparation as provided in Section
5x) and filing of the Fund's tax returns, Form N-1A or N-2 and Form N-SAR, and
all notices, registrations and amendments associated with applicable federal and
state tax and securities laws; all applicable registration fees and filing fees
required under federal and state securities laws; fidelity bond and directors'
and officers' liability insurance; and cost of independent pricing services used
in computing the Fund's net asset value.

The Administrator is authorized to and may employ or associate with such
person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to the Fund for the acts
and omissions of any such person or persons as it is for its own acts and
omissions.

7. INSTRUCTIONS AND ADVICE

At any time, the Administrator may apply to any officer of the Fund
for instructions and may consult with outside counsel for the Fund or with the
independent accountants for the Fund at the expense of the Fund, or with its own
legal counsel at its own expense, with respect to any matter arising in
connection with the services to be performed by the Administrator under this
Agreement. The Administrator shall not be liable, and shall be indemnified by
the Fund, for any action taken or omitted by it in good faith in reliance upon
any such instructions or advice or upon any paper or document believed by it to
be genuine and to have been signed by the proper person or persons. The
Administrator shall not be held to have notice of any change of authority of any
person until receipt of written notice thereof from the Fund. Nothing in this
paragraph shall be construed as imposing upon the Administrator any obligation
to seek such instructions or advice, or to act in accordance with such advice
when received.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

The Administrator shall be responsible for the performance of only
such duties as are set forth in this Agreement and, except as otherwise provided
under Section 6, shall have no responsibility for the actions or activities of
any other party, including other service providers. The Administrator shall
have no liability in respect of any loss, damage or expense suffered by the Fund
insofar as such loss, damage or expense arises from the performance of the
Administrator's duties hereunder in reliance upon records that were maintained
for the Fund by entities other than the Administrator prior to the
Administrator's appointment as administrator for the Fund. The Administrator
shall have no liability for any error of judgment or mistake of law or for any
loss or damage resulting from the performance or nonperformance of its duties
under this Agreement unless solely caused by or resulting from the bad faith,
negligence, willful misconduct or reckless disregard of the duties and
obligations under this Agreement of the Administrator, its officers or
employees. The Administrator shall not be liable for any special, indirect or
consequential damages of any kind whatsoever (including, without limitation,
attorneys' fees) under any provision of this Agreement or for any such damages
arising out of any act or failure to act hereunder. In any event, for any
liability or loss suffered by the Fund including, but not limited to, any
liability relating to qualification of the Fund as a regulated investment
company or any liability relating to the Fund's compliance with any federal or
state tax or securities statute, regulation or ruling, the

<PAGE>

Administrator's liability under this Agreement shall be limited to such amount
as may be agreed upon from time to time between the parties hereto.

Except as may arise from the Administrator's bad faith, negligence,
willful misconduct or reckless disregard of its duties and obligations under
this Agreement, the Administrator shall not be responsible or liable for any
failure or delay in performance of its obligations under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its control,
including without limitation, work stoppage, power or other mechanical failure,
computer virus, natural disaster, governmental action or communication
disruption, nor shall any such failure or delay give the Fund the right to
terminate this Agreement.

The Fund shall indemnify and hold the Administrator harmless from all
loss, cost, damage and expense, including reasonable fees and expenses for
counsel, incurred by the Administrator resulting from any claim, demand, action
or suit in connection with the Administrator's acceptance of this Agreement, any
action or omission by it in the performance of its duties hereunder, or as a
result of acting upon any instructions reasonably believed by it to have been
duly authorized by the Fund, provided that this indemnification shall not apply
to actions or omissions of the Administrator, its officers or employees in cases
of its or their own bad faith, negligence, willful misconduct or reckless
disregard of its duties and obligations under this Agreement.

The Fund will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any liability subject to the indemnification provided above. In the
event the Fund elects to assume the defense of any such suit and retain counsel,
the Administrator or any of its affiliated persons, named as defendant or
defendants in the suit, may retain additional counsel but shall bear the fees
and expenses of such counsel unless (i) the Fund shall have specifically
authorized the retaining of such counsel or (ii) the Administrator shall have
determined in good faith that the retention of such counsel is required as a
result of a conflict of interest.

The indemnification contained herein shall survive the termination of
this Agreement.

9. CONFIDENTIALITY

The Administrator agrees that, except as otherwise required by law or
in connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to the Fund or its shareholders or shareholder accounts and
will not disclose the same to any person except at the request or with the
written consent of the Fund.

<PAGE>

10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS

The Fund assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
it.

In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Administrator agrees that all records which it maintains for the Fund shall
at all times remain the property of the Fund, shall be readily accessible during
normal business hours, and shall be promptly surrendered upon the termination of
the Agreement or otherwise on written request. The Administrator further agrees
that all records which it maintains for the Fund pursuant to Rule 31a-1 under
the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under
the 1940 Act unless any such records are earlier surrendered as provided above.
Records shall be surrendered in usable machine-readable form.

11. SERVICES NOT EXCLUSIVE

The services of the Administrator to the Fund are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others. The Administrator shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or authorized by the Fund from
time to time, have no authority to act or represent the Fund in any way or
otherwise be deemed an agent of the Fund.

12. TERM, TERMINATION AND AMENDMENT

This Agreement shall become effective as of the date first above
written. The Agreement shall remain in effect with respect to the Fund unless
terminated by either party on sixty (60) days' prior written notice.
Termination of this Agreement with respect to any given Investment Fund shall in
no way affect the continued validity of this Agreement with respect to any other
Investment Fund. Upon termination of this Agreement, the Fund shall pay to the
Administrator such compensation and any reimbursable expenses as may be due
under the terms hereof as of the date of such termination, including reasonable
out-of-pocket expenses associated with such termination. This Agreement may be
modified or amended from time to time by mutual written agreement of the parties
hereto.

13. NOTICES

Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to the
Fund:_________________________________________, Attn:_________________,
fax:___________________; if to the Administrator: State Street Bank and Trust
Company, 1776 Heritage Drive, North Quincy, Massachusetts 02171, Attn: Mutual
Funds Legal Division, fax: (617) 985-2497.

<PAGE>

14. NON-ASSIGNABILITY

This Agreement shall not be assigned by either party hereto without
the prior consent in writing of the other party.

15. SUCCESSORS

This Agreement shall be binding on and shall inure to the benefit of
the Fund and the Administrator and their respective successors and permitted
assigns.

16. ENTIRE AGREEMENT

This Agreement together with any written agreement of the parties
entered into from time to time pursuant to Section 8 contain the entire
understanding between the parties hereto with respect to the subject matter
hereof and supersede all previous representations, warranties or commitments
regarding the services to be performed hereunder whether oral or in writing.

17. WAIVER

The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed
by the waiving party.

18. SEVERABILITY

If any provision of this Agreement is invalid or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.

19. GOVERNING LAW

This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.

20. REPRODUCTION OF DOCUMENTS

This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.

THE MUNDER FRAMLINGTON FUNDS TRUST

By: /s/ Lisa A. Rosen
--------------------------------
Name: Lisa A. Rosen
------------------------------
Title:
-----------------------------

STATE STREET BANK AND TRUST COMPANY

By: /s/ Kathleen C. Cuocolo
--------------------------------
Name: Kathleen C. Cuocolo
------------------------------
Title: Senior Vice President
-----------------------------

<PAGE>

ADMINISTRATION AGREEMENT
THE MUNDER FRAMLINGTON FUNDS TRUST

SCHEDULE A
LISTING OF INVESTMENT FUNDS

Framlington International Growth Fund
Framlington Emerging Markets Fund
Framlington Healthcare Fund

<PAGE>

ADMINISTRATION AGREEMENT
THE MUNDER FRAMLINGTON FUNDS TRUST

SCHEDULE B
FEES AND EXPENSES

<PAGE>

ADMINISTRATION AGREEMENT
THE MUNDER FRAMLINGTON FUNDS TRUST

SCHEDULE C
NOTICE FILING WITH
STATE SECURITIES ADMINISTRATORS

AT THE SPECIFIC DIRECTION OF THE FUND, THE ADMINISTRATOR WILL PREPARE REQUIRED
DOCUMENTATION AND MAKE NOTICE FILINGS IN ACCORDANCE WITH THE SECURITIES LAWS OF
EACH JURISDICTION IN WHICH FUND SHARES ARE TO BE OFFERED OR SOLD PURSUANT TO
INSTRUCTIONS GIVEN TO THE ADMINISTRATOR BY THE FUND.

THE FUND SHALL BE SOLELY RESPONSIBLE FOR THE DETERMINATION (i) OF THOSE
JURISDICTIONS IN WHICH NOTICE FILINGS ARE TO BE SUBMITTED AND (ii) THE NUMBER OF
FUND SHARES TO BE PERMITTED TO BE SOLD IN EACH SUCH JURISDICTION. IN THE EVENT
THAT THE ADMINISTRATOR BECOMES AWARE OF (a) THE SALE OF FUND SHARES IN A
JURISDICTION IN WHICH NO NOTICE FILING HAS BEEN MADE OR (b) THE SALE OF FUND
SHARES IN EXCESS OF THE NUMBER OF FUND SHARES PERMITTED TO BE SOLD IN SUCH
JURISDICTION, THE ADMINISTRATOR SHALL REPORT SUCH INFORMATION TO THE FUND, AND
IT SHALL BE THE FUND'S RESPONSIBILITY TO DETERMINE APPROPRIATE CORRECTIVE ACTION
AND INSTRUCT THE ADMINISTRATOR WITH RESPECT THERETO.

The Blue Sky services shall consist of the following:

1. Filing of Fund's Initial Notice Filings, as directed by the Fund;

2. Filing of Fund's renewals and amendments as required;

3. Filing of amendments to the Fund's registration statement where
required;

4. Filing Fund sales reports where required;

5. Payment at the expense of the Fund of all Fund Notice Filing fees;

6. Filing the Prospectuses and Statements of Additional Information and
any amendments or supplements thereto where required;

7. Filing of annual reports and proxy statements where required; and

8. The performance of such additional services as the Administrator and
the Fund may agree upon in writing.

Unless otherwise specified in writing by the Administrator, Blue Sky services by
the Administrator shall not include determining the availability of exemptions
under a jurisdiction's blue sky law. Any such determination shall be made by
the Fund or its legal counsel. In connection with the services described
herein, the Fund shall issue in favor of the Administrator a power of attorney
to submit Notice Filings on behalf of the Fund, which power of attorney shall be
substantially in the form of Exhibit I attached hereto.

<PAGE>

State Street Bank and Trust Company
1776 Heritage Drive, AFB
North Quincy, MA 02171

Ladies and Gentlemen:

Reference is made to the Administration Agreement between us dated as of
October 31, 1997 (the "Agreement").

In accordance with the Additonal Portfolios provision of Section 1 of the
Agreement, we request that you act as Administrator with respect to the New
Portfolio.

Please indicate your acceptance of the foregoing by executing two copies of
this Agreement, returning one to the Fund and retaining one copy for your
records.

Very truly yours,

The Munder Framlington Funds Trust

By:
-------------------------------------

Accepted:

State Street Bank and Trust Company

By:
-------------------------------------

Date:
---------------

<PAGE>

THE MUNDER FRAMLINGTON FUNDS TRUST

POWER OF ATTORNEY
-----------------

The undersigned, Lee P. Munder, whose signature appears below, does hereby
constitute and appoint Lisa Ann Rosen, Cynthia Surprise and Paul F. Roye his
true and lawful attorneys and agents to execute in his name, place and stead,
in his capacity as trustee or officer, or both, of The Munder Framlington
Funds Trust ("Munder Framlington"), the Registration Statement of Munder
Framlington on Form N-1A, any amendments thereto, and all instruments
necessary or incidental in connection therewith, and to file the same with
the Securities and Exchange Commission; and such attorneys shall have the
full power of substitution and re-substitution; and such attorneys shall have
full power and authority to do and perform in the name and on the behalf of
the undersigned trustee and/or office of Munder Framlington, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents in person, such acts of such attorneys
being hereby ratified and approved.

/s/ Lee P. Munder
-------------------------
Lee P. Munder

Dated: February 24, 1998

<PAGE>

THE MUNDER FRAMLINGTON FUNDS TRUST

POWER OF ATTORNEY
-----------------

The undersigned, Charles W. Elliot, whose signature appears below, does
hereby constitute and appoint Lisa Ann Rosen, Cynthia Surprise and Paul F.
Roye his true and lawful attorneys and agents to execute in his name, place
and stead, in his capacity as trustee or officer, or both, of The Munder
Framlington Funds Trust ("Munder Framlington"), the Registration Statement of
Munder Framlington on Form N-1A, any amendments thereto, and all instruments
necessary or incidental in connection therewith, and to file the same with
the Securities and Exchange Commission; and such attorneys shall have the
full power of substitution and re-substitution; and such attorneys shall have
full power and authority to do and perform in the name and on the behalf of
the undersigned trustee and/or office of Munder Framlington, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents in person, such acts of such attorneys
being hereby ratified and approved.

/s/ Charles W. Elliot
-------------------------
Charles W. Elliot

Dated: February 24, 1998

<PAGE>

THE MUNDER FRAMLINGTON FUNDS TRUST

POWER OF ATTORNEY
-----------------

The undersigned, Joseph E. Champagne, whose signature appears below, does
hereby constitute and appoint Lisa Ann Rosen, Cynthia Surprise and Paul F.
Roye his true and lawful attorneys and agents to execute in his name, place
and stead, in his capacity as trustee or officer, or both, of The Munder
Framlington Funds Trust ("Munder Framlington"), the Registration Statement of
Munder Framlington on Form N-1A, any amendments thereto, and all instruments
necessary or incidental in connection therewith, and to file the same with
the Securities and Exchange Commission; and such attorneys shall have the
full power of substitution and re-substitution; and such attorneys shall have
full power and authority to do and perform in the name and on the behalf of
the undersigned trustee and/or office of Munder Framlington, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents in person, such acts of such attorneys
being hereby ratified and approved.

/s/ Joseph E. Champagne
-------------------------
Joseph E. Champagne

Dated: February 24, 1998

<PAGE>

THE MUNDER FRAMLINGTON FUNDS TRUST

POWER OF ATTORNEY
-----------------

The undersigned, T;homas B. Bender, whose signature appears below, does
hereby constitute and appoint Lisa Ann Rosen, Cynthia Surprise and Paul F.
Roye his true and lawful attorneys and agents to execute in his name, place
and stead, in his capacity as trustee or officer, or both, of The Munder
Framlington Funds Trust ("Munder Framlington"), the Registration Statement of
Munder Framlington on Form N-1A, any amendments thereto, and all instruments
necessary or incidental in connection therewith, and to file the same with
the Securities and Exchange Commission; and such attorneys shall have the
full power of substitution and re-substitution; and such attorneys shall have
full power and authority to do and perform in the name and on the behalf of
the undersigned trustee and/or office of Munder Framlington, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents in person, such acts of such attorneys
being hereby ratified and approved.

/s/ Thomas B. Bender
-------------------------
Thomas B. Bender

Dated: February 24, 1998

<PAGE>

THE MUNDER FRAMLINGTON FUNDS TRUST

POWER OF ATTORNEY
-----------------

The undersigned, Thomas D. Eckert, whose signature appears below, does
hereby constitute and appoint Lisa Ann Rosen, Cynthia Surprise and Paul F.
Roye his true and lawful attorneys and agents to execute in his name, place
and stead, in his capacity as trustee or officer, or both, of The Munder
Framlington Funds Trust ("Munder Framlington"), the Registration Statement of
Munder Framlington on Form N-1A, any amendments thereto, and all instruments
necessary or incidental in connection therewith, and to file the same with
the Securities and Exchange Commission; and such attorneys shall have the
full power of substitution and re-substitution; and such attorneys shall have
full power and authority to do and perform in the name and on the behalf of
the undersigned trustee and/or office of Munder Framlington, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents in person, such acts of such attorneys
being hereby ratified and approved.

/s/ Thomas D. Eckert
-------------------------
Thomas D. Eckert

Dated: February 24, 1998

<PAGE>

THE MUNDER FRAMLINGTON FUNDS TRUST

POWER OF ATTORNEY
-----------------

The undersigned, John Rakolta, Jr., whose signature appears below, does
hereby constitute and appoint Lisa Ann Rosen, Cynthia Surprise and Paul F.
Roye his true and lawful attorneys and agents to execute in his name, place
and stead, in his capacity as trustee or officer, or both, of The Munder
Framlington Funds Trust ("Munder Framlington"), the Registration Statement of
Munder Framlington on Form N-1A, any amendments thereto, and all instruments
necessary or incidental in connection therewith, and to file the same with
the Securities and Exchange Commission; and such attorneys shall have the
full power of substitution and re-substitution; and such attorneys shall have
full power and authority to do and perform in the name and on the behalf of
the undersigned trustee and/or office of Munder Framlington, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents in person, such acts of such attorneys
being hereby ratified and approved.

/s/ John Rakolta, Jr.
-------------------------
John Rakolta, Jr.

Dated: February 24, 1998

<PAGE>

THE MUNDER FRAMLINGTON FUNDS TRUST

POWER OF ATTORNEY
-----------------

The undersigned, David J. Brophy, whose signature appears below, does
hereby constitute and appoint Lisa Ann Rosen, Cynthia Surprise and Paul F.
Roye his true and lawful attorneys and agents to execute in his name, place
and stead, in his capacity as trustee or officer, or both, of The Munder
Framlington Funds Trust ("Munder Framlington"), the Registration Statement of
Munder Framlington on Form N-1A, any amendments thereto, and all instruments
necessary or incidental in connection therewith, and to file the same with
the Securities and Exchange Commission; and such attorneys shall have the
full power of substitution and re-substitution; and such attorneys shall have
full power and authority to do and perform in the name and on the behalf of
the undersigned trustee and/or office of Munder Framlington, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents in person, such acts of such attorneys
being hereby ratified and approved.

/s/ David J. Brophy
-------------------------
David J. Brophy

Dated: February 24, 1998

<PAGE>

THE MUNDER FRAMLINGTON FUNDS TRUST

POWER OF ATTORNEY
-----------------

The undersigned, Terry H. Gardner, whose signature appears below, does
hereby constitute and appoint Lisa Ann Rosen, Cynthia Surprise and Paul F.
Roye his true and lawful attorneys and agents to execute in his name, place
and stead, in his capacity as trustee or officer, or both, of The Munder
Framlington Funds Trust ("Munder Framlington"), the Registration Statement of
Munder Framlington on Form N-1A, any amendments thereto, and all instruments
necessary or incidental in connection therewith, and to file the same with
the Securities and Exchange Commission; and such attorneys shall have the
full power of substitution and re-substitution; and such attorneys shall have
full power and authority to do and perform in the name and on the behalf of
the undersigned trustee and/or office of Munder Framlington, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents in person, such acts of such attorneys
being hereby ratified and approved.

/s/ Terry H. Gardner
-------------------------
Terry H. Gardner

Dated: February 24, 1998

<PAGE>

SECRETARY'S CERTIFICATE

I, Lisa A. Rosen, Secretary of The Munder Framlington Funds Trust
("Farmlington"), hereby certify that the following resolution authorizing
Paul Roye, Lisa A. Rosen and Cynthia Surprise to sign Framlington's
Registration Statement on behalf of Lee Munder, President of Framlington has
been adopted, at a meeting of the Board of Trustees duly called and held on
February 24, 1998, at which a quorum was present and acting throughout:

RESOLVED, that Paul Roye, Lisa A. Rosen and Cynthis Surprise be, and
hereby are authorized to execute and sign on behalf of Lee Munder, President
of Farmlington, all amendments and supplements to Framlington's Registration
Statements on Form N-1A pursuant to a power of attorney from Lee Munder and
hereby ratifies the execution of such Registration Statements by such persons.

Dated: March 30, 1998 /s/ Lisa A. Rosen
-------------------------
Lisa A. Rosen, Secretary
The Munder Framlington Funds Trust

<PAGE>

PURCHASE AGREEMENT

The Munder Framlington Funds Trust (the "Trust"), a Massachusetts business
trust, on behalf of the Munder Framlington Global Financial Services Fund (the
"New Portfolio"), and Funds Distributor, Inc. ("Funds Distributor"), a
Massachusetts corporation, hereby agree as follows:

1. The Trust hereby offers Funds Distributor and Funds Distributor hereby
purchases at least one share of each of the Class A, Class B, Class C,
Class Y and Class K Shares of the New Portfolio of the Trust at $10.00
per share (hereafter "Shares"). Funds Distributor hereby acknowledges
receipt of a purchase confirmation reflecting the purchase of Shares
of the Class A, Class B, Class C, Class Y and Class K Shares of the
New Portfolio, and the Trust hereby acknowledges receipt from Funds
Distributor of funds in the amount of $50.00 in full payment for the
Shares.

2. Funds Distributor represents and warrants to the Trust that the Shares
are being acquired for investment purposes and not with a view to the
distribution thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
_______________ day of _____________, 1998.

Attest:

THE MUNDER FRAMLINGTON FUNDS TRUST

By:
- ---------------------------- -------------------------------
(SEAL)

Attest:

FUNDS DISTRIBUTOR, INC.

By:
- ---------------------------- -------------------------------
(SEAL)