MUNDER AT VANTAGE TRUST, N-2, 2000-05-09

MUNDER AT VANTAGE TRUST
N-2, 2000-05-09

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As Filed With The Securities And Exchange Commission On May 9, 2000

Securities Act File No. 333-________

Investment Company Act File No. 811-________

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. __ [_]
POST-EFFECTIVE AMENDMENT NO. __ [_]

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. __ [_]

------------------
MUNDER @VANTAGE TRUST
(Exact Name of Registrant as Specified in its Charter)

c/o Munder Capital Management
480 Pierce Street
Birmingham, MI 48009
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (248) 647-9200

James C. Robinson
480 Pierce Street
Birmingham, MI, 48009
(Name and Address of Agent for Service)

Copies To:

Jane A. Kanter, Esq.
Dechert Price & Rhoads
1775 Eye Street, N.W.
Washington, DC 20006-2401
------------------

Approximate Date Of Proposed Public Offering: As soon as practicable
after the effective date of this registration statement.

If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. |X|

It is proposed that this filing will become effective when declared
effective pursuant to section 8(c).

If appropriate, check the following box:

|_| This [post-effective] amendment designates a new effective date for a
previously filed [post-effective amendment] [registration statement].

|_| This form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration statement
for the same offering is - ______.

------------------
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
====================================================================================================
TITLE OF SECURITIES PROPOSED MAXIMUM AMOUNT OF
BEING REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
<S> <C> <C>

Shares of Beneficial
Interest, par value $0.01 $100,000,000 $26,400 (1)
per share
====================================================================================================

</TABLE>

(1) The Registrant has previously paid $_____________ of this registration fee.
<PAGE>

CROSS REFERENCE SHEET
PARTS A AND B OF PROSPECTUS

ITEM NO. CAPTION LOCATION IN PROSPECTUS

<S> <C> <C>
1. Outside Front Cover Page.................... Outside Front Cover Page
2. Inside Front and Outside Back............... Inside Front and Outside Back Cover Page
Cover Page
3. Fee Table and Synopsis...................... Summary of Fund Expenses
4. Financial Highlights........................ Not Applicable
5. Plan of Distribution........................ Outside Front Cover Page;
How to Purchase Fund Shares
6. Selling Shareholders....................... Not Applicable
7. Use of Proceeds............................ Use of Proceeds
8. General Description of the Registrant...... Outside Front Cover Page; Investment
Objective
9. Management................................ Management of the Fund; Use
of Proceeds
10. Capital Stock, Long-Term Debt, and
Other Securities........................... Shares of Beneficial Interest; Distribution
Policy
11. Defaults and Arrears on Senior Securities.. Not Applicable
12. Legal Proceedings.......................... Not Applicable
13. Table of Contents of the Statement of
Additional Information..................... Table of Contents of Statement of
Additional Information
14. Cover Page of SAI.......................... Cover Page (SAI)
15. Table of Contents of SAI................... Table of Contents (SAI)
16. General Information and History............ Appendix A (SAI)
17. Investment Objective and Policies.......... Additional Investment Policies (SAI)
18. Management................................. Trustees and Officers (SAI); Investment Advisory and Other Services (SAI)
19. Control Persons and Principal Holders
of Securities.............................. Not Applicable
20. Investment Advisory and Other Services..... Investment Advisory and Other Services (SAI)
21. Brokerage Allocation and Other Practices... Brokerage Commissions (SAI)
22. Tax Status................................. Not Applicable
23. Financial Statements....................... Financial Statements (SAI)
</TABLE>
<PAGE>

SUBJECT TO COMPLETION, DATED MAY 9, 2000

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE FUND MAY NOT SELL THESE SECURITIES UNTIL
THE REGISTRATION STATEMENT IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER, SOLICITATION OR SALE IS NOT PERMITTED.

[LOGO]

MUNDER @VANTAGE TRUST

[ ____ ] Shares of Beneficial Interest

$25.00 per Share

The Munder @Vantage Trust ("Fund") is a newly organized, non-diversified,
closed-end management investment company that has been organized as a Delaware
business trust. The Fund's investment objective is to seek long-term capital
appreciation. The Fund seeks to achieve its objective by investing at least 65%
of its total assets in equity securities of U.S. and non-U.S. companies
considered by the Fund's investment adviser, Munder Capital Management
("Munder"), to significantly benefit from or derive revenue from the Internet,
advances in communications technology, data processing technology and
implementations thereof, generally known as Internet technologies. For any such
company, the application of Internet functionality may provide, among other
benefits:

. increased revenue from further penetration of existing markets, or access
to new markets;
. improvement in quality of goods or services;
. improvement in profitability from cost reductions in the production of
goods or services;
. increases in efficiency of production through systematic use of
automation, inventory control, and greater communication between
production centers and distribution outlets; and
. competitive advantage from stronger relationships throughout the
production and supply chain.

The Fund may invest in companies of any size. The Fund may invest up to 40%
of its total assets in equity securities of privately owned Internet-related
companies that plan to conduct an initial public offering ("IPO") within a
period of several months to several years from the time the Fund makes its
investment. These companies are referred to as venture capital companies.
Investors should recognize that (i) there will be no public market for the
shares of any venture capital company invested in by the Fund at the time of the
Fund's investment, and (ii) there can be no assurance that a planned IPO, or
other exit strategy, for such companies will ever be completed. The Fund may
also invest up to 20% of its assets in securities of private investment funds
that invest primarily in venture capital companies. See "Investment Objective
and Principal Strategies."

INVESTMENTS IN TECHNOLOGY COMPANIES, AND, IN PARTICULAR, VENTURE CAPITAL
COMPANIES, ARE SPECULATIVE AND POSE SPECIAL RISKS. THESE RISKS ARE MORE FULLY
EXPLAINED BELOW UNDER THE HEADING "RISK FACTORS."

NO MARKET EXISTS FOR THE FUND'S SHARES. THE FUND'S SHARES WILL NOT BE
LISTED ON ANY SECURITIES EXCHANGE AND THE FUND DOES NOT ANTICIPATE THAT A
SECONDARY MARKET FOR ITS SHARES WILL DEVELOP. CONSEQUENTLY, YOU MAY NOT BE ABLE
TO SELL YOUR SHARES. BECAUSE THE FUND IS A CLOSED-END INVESTMENT COMPANY, SHARES
OF THE FUND WILL NOT BE REDEEMED ON A DAILY BASIS NOR WILL THEY BE EXCHANGED FOR
SHARES OF ANY OTHER FUND. THE FUND'S SHARES ARE APPROPRIATE ONLY AS A LONG-TERM
INVESTMENT.

The Fund provides a limited degree of liquidity to shareholders by making
quarterly offers to repurchase a minimum of 5% of its outstanding shares at
current net asset value. Repurchase is not guaranteed, however, and to the
extent the number of shares tendered by shareholders for repurchase exceeds the
number of shares available for
<PAGE>

repurchase for that quarter, repurchase will be made on a pro rata basis. The
Fund intends to complete its first quarterly repurchase offer in [ ___________ ]
2000. See "Repurchase Offers."

<TABLE>
<CAPTION>
Proceeds to
Price to Public Sales Load Registrant
- --------------- ---------- ------------
<S> <C> <C>
$25 Per Share 4% $24
Total [ __________ ] $[ ______ ]
</TABLE>

Through this initial offering, the Fund intends to raise approximately
$[ ______ ] of net proceeds in its initial offer of Fund shares. The Fund's
shares are being offered initially by selected brokers and dealers at a price of
$24 per share, plus a sales load up to $1 per share, for a maximum offering
price of $25 per share. The sales load will be paid to each selected broker or
dealer that arranges for a sale of the Fund's shares. Reductions in the sales
load are available for large purchases and in certain other circumstances. See
"How to Purchase Fund Shares." Chase H&Q, a division of Chase Securities Inc.
("Chase H&Q" or "Distributor") will serve as the Fund's distributor in the
offering. The Fund will pay organizational and offering expenses estimated at
$[ ______ ] from the proceeds of the offering. The initial offering will
terminate on [ ________ ], 2000 unless extended by the Distributor.

If the Fund raises less than $[ ______ ] in this initial offering, then,
not less than 30 days after the closing of the initial offering, the Fund
expects to commence a continuous offering of its shares through selected brokers
and dealers at a price equal to their net asset value plus a maximum sales
charge of 4%. Any such continuous offering, if commenced, may be discontinued
at any time. The Fund may commence other continuous offerings from time to time
in the future.

The Fund will pay each selected broker or dealer that is not affiliated
with the Fund or Munder a shareholder servicing fee at an annual rate of 0.50%
of the net asset value of the outstanding shares owned by customers of such
broker or dealer.

This Prospectus provides information that prospective investors should know
about the Fund before investing. You are advised to read this Prospectus
carefully and to retain it for future reference. Additional information about
the Fund, including a statement of additional information ("SAI") dated
[ ______ ], 2000, has been filed with the Securities and Exchange Commission
("SEC"). The SAI is available upon request and without charge by writing the
Fund at the address above or by calling (800) 468-6337. The SAI is
incorporated by reference into this prospectus in its entirety. The table of
contents of the SAI appears on page __ of this prospectus. The SAI, and other
information about the Fund, is also available on the SEC's website
(http://www.sec.gov).

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. NOR HAVE THEY MADE, NOR WILL THEY MAKE,
ANY DETERMINATION AS TO WHETHER ANYONE SHOULD BUY THESE SECURITIES. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION, AND ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY.

The date of this prospectus is [ ________ ], 2000.

[LOGO]
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[PAGE INTENTIONALLY LEFT BLANK]

3
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

PAGE
<S> <C>

PROSPECTUS SUMMARY................................................ 5
SUMMARY OF FUND EXPENSES.......................................... 10
RISK FACTORS...................................................... 11
USE OF PROCEEDS................................................... 15
INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES..................... 16
MANAGEMENT OF THE FUND............................................ 20
REPURCHASE OFFERS................................................. 22
CALCULATION OF NET ASSET VALUE.................................... 25
SHARES OF BENEFICIAL INTEREST..................................... 25
DISTRIBUTION POLICY............................................... 26
TAXES............................................................. 26
HOW TO PURCHASE FUND SHARES....................................... 28
GENERAL INFORMATION............................................... 30
TABLE OF CONTENTS OF SAI.......................................... 31

</TABLE>

- ---------------------

No dealer, salesperson or other person is authorized to give an investor any
information or to represent anything not contained in this Prospectus. As an
investor you must not rely on any unauthorized information or representations
provided to you by anyone. This Prospectus is an offer to sell or a solicitation
of an offer to buy the securities it describes, but only under the circumstances
and in jurisdictions where it is lawful to do so. The information contained in
this Prospectus is current only as of the date of this prospectus.

4
<PAGE>

PROSPECTUS SUMMARY

<TABLE>
<S> <C>
THE FUND Munder @Vantage Trust ("Fund") is a newly organized
non-diversified, closed-end management investment
company registered under the Investment Company Act of
1940, as amended ("1940 Act"). See "General Information."

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES The Fund's investment objective is to seek long-term
capital appreciation. The Fund proposes to achieve its
objective by investing at least 65% of its total assets
in equity securities of U.S. and non-U.S. companies
considered by Munder to significantly benefit from or
derive revenue from the Internet, advances in
communications technology, data processing technology
and implementations thereof, generally known as Internet
technologies.

The Fund may invest in companies of any size. The Fund
may invest up to 40% of its total assets in equity
securities of privately owned Internet and
Internet-related technology companies that plan to
conduct an IPO, within a period of several months to
several years from the time the Fund makes its
investment in those. These companies are referred to as
venture capital companies.

The Fund may also invest up to 20% of its assets in
securities of private investment funds that invest
primarily in venture capital companies. See "Investment
Objective and Principal Strategies."

INVESTMENT RATIONALE An important trend in recent decades has been the
assimilation of technology into business. The pace of
that change has accelerated in the last few years with
the development of advanced Internet technologies that
integrate information and communications, both within
and between businesses and with customers. These
advances, when coupled with increased information flow,
better business tracking tools, and the increasing
ability to gather, store, process and analyze data, have
spawned new processes, new businesses and even new
industries. Currently, these dynamics have begun to
move beyond the confines of a computer connection,
creating the ability to access the data from virtually
anywhere at any time. Another important development in
this regard is the globalization of these trends.

Greater information flow stems from the increasing
availability of high-capacity (broadband) connections to
data sources. The use of broadband connections is
</TABLE>

5
<PAGE>

<TABLE>
<S> <C>
driving a trend known as "convergence." This trend is
characterized by the migration of high-bandwidth
(high-volume) media (e.g., video and audio) and commerce
content to Internet-access devices. At the same time,
Internet devices are converging with traditional
information appliances, such as television and radio.
Internet utilization is becoming more closely integrated
into business and personal activities. The Fund will
seek to recognize the strategic junctures in these and
other Internet related trends, to identify and invest
in segments of the market which will benefit directly.
These segments are expected to include e-commerce (both
business-to-business and business-to-consumer), enabling
technologies (hardware and software), infrastructure,
communications, access devices, and related services
such as hosting, consulting, advertising and logistics.

Munder currently believes the greatest growth potential
is found in five Internet-related areas: new media;
broadband communications, including fiber optics;
enabling technologies and services; wireless
communications and computing, and traditional economic
opportunities transforming to Internet-based platforms.
See "Investment Objective and Principal Strategies -
Investment Rationale."

THE INVESTMENT ADVISER Munder Capital Management ("Munder"), located at 480
Pierce Street, Birmingham, Michigan 48009, is the Fund's
investment adviser. Munder has substantial experience in
technology investing and provides the overall investment
management for the Fund. As of March 31, 2000, Munder
and its affiliates had approximately $62 billion in
assets under management. See "Management of the Fund."

INVESTMENT ADVISER FEES The Fund will pay an advisory fee to Munder for its
management services at an annual rate of 2.00% of the
Fund's average daily net assets. This advisory fee is
higher than the advisory fees paid by most U.S.
investment companies. See "Management of the Fund."

BORROWING The Fund is authorized to borrow money in an amount up
to 10% of its total assets (after giving effect to the
amount borrowed) in order to meet repurchase requests,
for other cash management purposes and to fund the
purchase of portfolio securities for a period of not
longer than 30 days. The Fund may not purchase
additional portfolio securities at any time that
borrowings exceed 10% of its total assets. The Fund is
not authorized to use borrowings for long-term financial
leverage purposes.

</TABLE>

6
<PAGE>

HEDGING The Fund may use derivative instruments to hedge
portfolio risks and for cash management purposes.
Hedging activity may relate to a specific security or to
the Fund's portfolio as a whole. The Fund may not use
derivative instruments to seek increased return on its
investments.

THE OFFERING The initial offering will terminate on [ ___________ ],
2000, unless extended by Chase H&Q, a division of Chase
Securities Inc. ("Chase H&Q" or "Distributor"). In the
initial offering the Fund intends to raise approximately
$[ ______ ] of net proceeds. The Fund is initially
offering its shares through a group of brokers and
dealers selected by the Distributor. The minimum
investment is $10,000 ($2,000 for individual
retirement accounts ("IRA's")). The maximum purchase
price per share of $25 includes a sales charge of up
to $1 per share. Reductions in the sales charge are
available for large purchases and in certain other
circumstances. See "How to Purchase Fund Shares."

If the Fund raises less than $[ ______ ] in the initial
offering, then, not less than 30 days after the closing
of the initial offering, the Fund may commence a
continuous offering of its shares through selected
brokers and dealers at a price equal to their net asset
value plus a sales charge of 4%. Any such continuous
offering, if commenced, may be discontinued at any time.
The Fund may commence other continuous offerings from
time to time in the future. See "How to Purchase Fund
Shares."

The Fund will pay each selected broker or dealer a
shareholder servicing fee at the annual rate of 0.50%
of the net asset value of the outstanding shares owned
by customers of such broker or dealer.

DISTRIBUTION POLICY The Fund will pay dividends on the shares annually in
amounts representing substantially all of the net
investment income, if any, earned each year. It is
likely that many of the companies in which the Fund
invests will not pay any dividends, and this, together
with the Fund's relatively high expenses, means that the
Fund is unlikely to have income or pay dividends.

The Fund will pay substantially all of any taxable net
capital gain realized on investments to shareholders at
least annually.

An automatic reinvestment plan is available for any
shareholder of the Fund who wishes to purchase
additional shares using dividends and/or capital gain
</TABLE>

7
<PAGE>

distributions paid by the Fund. Shares will be issued
under the plan at their net asset value on the
ex-dividend date; there is no sales charge or other
charge for reinvestment. Such plan may be terminated by
the Fund at any time after attaining its intended asset
level. See "Distribution Policy."

CLOSED-END STRUCTURE; The Fund has been organized as a closed-end management
LIMITED LIQUIDITY, UNLISTED investment company. Closed-end funds differ from
open-end management investment companies (commonly known
as mutual funds) in that shareholders of a closed-end
fund do not have the right to redeem their shares on a
daily basis. In order to be able to meet daily
redemption requests, mutual funds are subject to more
stringent regulatory limitations than closed-end funds.
In particular, a mutual fund generally may not invest
more than 15% of its assets in illiquid securities. The
Fund believes that unique investment opportunities exist
in the market for venture capital technology companies
and in private funds that invest in venture capital
technology companies. However, these venture capital
investments are often illiquid, and an open-end fund's
ability to make such investments is limited. For this
reason, the Fund has been organized as a closed-end fund.

The Fund's shares will not be listed on any securities
exchange and the Fund does not expect any secondary
market to develop for its shares. As an investor in the
Fund, you will not be able to redeem your shares on a
daily basis and shares of the Fund will not be exchanged
for shares of any other fund. As described directly
below, however, in order to provide a limited degree of
liquidity, the Fund will make quarterly offers to
repurchase a minimum of 5% of its outstanding shares at
their net asset value. An investment in the Fund is
suitable only for investors who can bear the risks
associated with the limited liquidity of the shares.

QUARTERLY REPURCHASE OFFERS In order to provide a limited degree of liquidity to
shareholders, the Fund will make quarterly offers to
repurchase a minimum of 5% of its outstanding shares at
their net asset value. The Fund intends to commence the
first repurchase offer of a minimum of 5% of its
outstanding shares in [ ________ ] 2000 and to complete
it in [ _______ ] 2000. The Fund may offer to repurchase
more than 5% of its shares in any quarter with the
approval of the Fund's Board of Trustees. If the number
of shares tendered for repurchase exceeds the number the
Fund intends to repurchase, the Fund will repurchase
shares on a pro-rata basis, and the tendering
shareholders will not have all of their

</TABLE>

8
<PAGE>

tendered shares repurchased by the Fund. See "Repurchase Offers."

RISK FACTORS An investment in the Fund involves a high degree of
risk. These include the risks of:
. investing in shares of an unlisted, closed-end fund
with limited liquidity;
. investing in the technology and related industries;
. concentration in a small number of industry sectors
and maintaining a "non-diversified" portfolio;
. investing in smaller companies;
. investing in venture capital companies and venture
capital funds;
. investing in securities that are illiquid and
volatile; and
. investing in securities of non-U.S. issuers.

See "Risk Factors."
</TABLE>

9
<PAGE>

SUMMARY OF FUND EXPENSES

The following table illustrates the expenses and fees that the Fund expects
to incur and that shareholders can expect to bear.

<TABLE>
<CAPTION>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES

Sales load (as a percentage of offering price) ................... 4.00%
Dividend reinvestment plan
fees............................................................. 0%
Maximum redemption fee............................................ 0%

ANNUAL EXPENSES (as a percentage of net assets
attributable to common shares)

Advisory fees..................................................... 2.00%
Shareholder servicing fees........................................ 0.50%
Other expenses.................................................... 0.50%
Total annual expenses............................................. 3.00%
</TABLE>

Munder has undertaken to reimburse a portion of the Fund's expenses or to
waive a portion of its adivsory fee to the extent that the Fund's total expenses
would otherwise exceed 3% of its average daily net assets during the first year
of the Fund's operations. The purpose of the table above is to assist you in
understanding the various costs and expenses you would bear directly or
indirectly as a shareholder of the Fund. The annual "Other expenses" shown above
are estimated, based on net assets of the Fund of $[ ______ ] at the closing of
the initial public offering and organizational and offering expenses payable by
the Fund estimated to be $[ ______ ]. For a more complete description of the
various costs and expenses of the Fund, see "Management of the Fund."

<TABLE>
<CAPTION>
EXAMPLE
YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $10,000 $[ ______ ] $[ ______ ] $[ ______ ] $[ ______ ]
investment, assuming a 5% annual return:
</TABLE>

THE EXAMPLE DOES NOT PRESENT ACTUAL EXPENSES AND SHOULD NOT BE CONSIDERED A
REPRESENTATION OF FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN. Moreover, the Fund's actual rate of return may be greater or less
than the hypothetical 5% return shown in the example.

10
<PAGE>

RISK FACTORS

GENERAL
- -------

Stock prices fluctuate. Apart from the specific risks identified below, the
Fund's investments may be negatively affected by the broad investment
environment in the U.S. and international securities markets, which may be
influenced by, among other things, interest rates, inflation, politics, fiscal
policy, and current events. Therefore, as with any fund that invests in stocks,
the Fund's net asset value will fluctuate, especially in the short term. You may
experience a decline in the value of your investment and could lose money.

NEWLY ORGANIZED FUND
- --------------------

The Fund is a newly organized investment company with no previous operating
history. Although Munder has extensive experience managing other funds with
investment objectives similar to the Fund's, the Fund may not succeed in meeting
its objective, and the Fund's net asset value may decrease. In addition, Munder
and the Fund's portfolio managers have less experience in venture capital
investing than in investing in public companies. See "Management of the Fund."

CLOSED-END FUND; LIMITED LIQUIDITY; UNLISTED
- --------------------------------------------

The Fund is a closed-end investment company designed primarily for long-
term investors and is not intended to be a trading vehicle. The Fund does not
intend to list its shares for trading on any national securities exchange. There
is no secondary trading market for Fund shares, and none is expected to develop.
The Fund's shares are, therefore, not readily marketable. Because the Fund is a
closed-end investment company, its shares will not be redeemed on a daily basis
and they will not be exchanged for shares of any other fund. Although the Fund,
as a fundamental policy, will make quarterly repurchase offers for a minimum of
5% (or more, at the discretion of the Fund's Board of Trustees) of its
outstanding shares at their net asset value, the Fund's shares are less liquid
than shares of funds that trade on a stock exchange. Also, because the Fund's
shares will not be listed on any securities exchange, the Fund is not required,
and does not intend, to hold annual meetings of its shareholders.

REPURCHASE OFFERS
- -----------------

The Fund will offer to purchase only a small portion of its shares each
quarter, and there is no guarantee that you as a shareholder will be able to
sell all of the Fund shares that you desire to sell. If any quarterly
repurchase offer is oversubscribed by the Fund's shareholders, the Fund will
repurchase only a pro rata portion of the shares tendered by each shareholder.
The potential for pro-ration may cause some shareholders to tender more shares
for quarterly repurchase than the shareholders wish to have repurchased.
Moreover, the Fund's quarterly repurchase policy may have the effect of
decreasing the size of the Fund. This may force the Fund to sell assets it would
not otherwise sell. It may also reduce the investment opportunities available to
the Fund and cause its expense ratio to increase.

INVESTMENT IN THE INTERNET AND RELATED TECHNOLOGIES INDUSTRIES
- --------------------------------------------------------------

The Fund plans to invest primarily in the stock of companies considered by the
adviser to significantly benefit or derive revenue from the Internet, advances
in communications technology, data processing technology and implementations
thereof, generally known as Internet technologies. The value of the Fund's
shares will be susceptible to factors affecting Internet and Internet-related
technology industries and to greater risk and market fluctuation than an
investment in a fund that invests in a broader range of portfolio securities.
The specific risks faced by these companies may include:

11
<PAGE>

. rapidly changing technologies and products that may quickly become obsolete;
. exposure to a high degree of government regulation, making these companies
susceptible to changes in government policy and failures to secure regulatory
approvals;
. cyclical patterns in information technology spending which may result in
inventory write-offs;
. scarcity of management, engineering and marketing personnel with appropriate
technological training;
. the possibility of lawsuits related to technological and intellectual
property patents;
. changing investor sentiments and preferences with regard to Internet and
related technology sector investments (which are generally perceived as
risky); and
. potential for poor financial results (e.g., suppressed earnings) due to
participation in highly competitive businesses which can be exacerbated by
low barriers to the entry of additional competitors.

SMALLER COMPANY SECURITIES
- --------------------------

The Fund may invest in the securities of small or medium-sized companies
which may be more susceptible to market downturns, and their prices may be more
volatile that those of larger companies. Small companies often have narrower
markets and more limited managerial and financial resources than larger, more
established companies. In addition, small company stocks typically are traded
in lower volume, and their issuers are subject to greater degrees of changes in
their earnings and prospects.

INVESTMENTS IN VENTURE CAPITAL COMPANIES
- ----------------------------------------

The Fund may invest a substantial portion of its assets in securities of
unseasoned venture capital companies, which present all the risks of investment
in developmental stage companies described below plus certain additional risks.
Venture capital companies represent highly speculative investments by the Fund.
The Fund's ability to realize value from an investment in a venture capital
company is to a large degree dependent upon successful completion of the venture
capital company's IPO or the sale of the venture capital company to another
company, which may not occur for a period of several years after the date of the
Fund's investment, if ever. There can be no assurance that any of the venture
capital companies in which the Fund invests will complete public offerings or be
sold, or, if such events occur, as to the timing and values of such offerings or
sales. The Fund may also lose all or part of its entire investment if these
companies fail or their product lines fail to achieve an adequate level of
market recognition or acceptance. Some companies may depend upon managerial
assistance or financing provided by their investors. The value of the Fund's
investments may depend upon the quality of managerial assistance provided by the
Fund and other investors and their ability and willingness to provide financial
support. Venture capital investing is a highly specialized field, and Munder has
less experience in venture capital investing than in investing in public
companies. In addition, there can be no assurance that the Fund will be able to
identify a sufficient number of desirable venture capital investments.

Depending on the specific facts and circumstances of a venture capital
investment, there may not be a reasonable basis to revalue it for a substantial
period of time after the Fund's investment. If a venture capital company does
not complete an initial public offering within the anticipated time frame of up
to three years from the date of the Fund's investment, or enter into a
transaction whereby its shares are exchanged for shares of a public company,
there may never be a public market benchmark for valuing the investment. The
Fund's net asset value per share may change substantially in a short time as a
result of developments at the companies in which the Fund invests. Changes in
the Fund's net asset value may be more pronounced and more rapid than with other
funds because of the Fund's emphasis on venture capital companies that are not
publicly traded. The Fund's net asset value per share may change materially from
day to day, including during the time between the date a repurchase

12
<PAGE>

offer is mailed and the due date for tendering shares, and during the period
immediately after a repurchase is completed.

INVESTMENTS IN VENTURE CAPITAL FUNDS
- ------------------------------------

Venture capital funds may involve all the risks of investing in
developmental stage companies described in this prospectus, plus certain
additional risks. In particular, the Fund must rely upon the judgment of the
general partner or other manager of a venture capital fund in selecting the
companies in which the venture capital fund invests and in deciding when to sell
its investments. Some venture capital funds request capital contributions from
its investors over time. The timing and amounts of capital calls on investors
can be unpredictable and there is the possibility that the Fund may have to sell
portfolio securities to meet capital calls. A venture capital fund may employ a
high degree of leverage, which can magnify any losses incurred by its investors,
including the Fund. A venture capital fund may also be required to pay
management fees and/or performance fees to its general partner or manager, which
can reduce the return to investors, including the Fund. A venture capital fund
may also pay certain costs of evaluating and negotiating each venture capital
investment, including fees of outside legal counsel, which may reduce the Fund's
return. Investments in venture capital funds may be highly illiquid. The Fund
may not be able to dispose of a venture capital fund holding when it wishes to,
or may be able to do so only at a disadvantageous price.

INVESTMENTS IN DEVELOPMENTAL STAGE COMPANIES
- --------------------------------------------

The Fund plans to invest in the stock of developmental stage companies.
These investments may present greater opportunity for growth, but there are
specific risks associated with investments in developmental stage companies,
which may include:

. poor corporate performance due to less experienced management, limited
product lines, undeveloped markets and/or limited financial resources;
. due to shorter operating histories, less publicly available information and
little or no research by the investment community;
. reduced or zero liquidity due to small market capitalization and absence of
exchange listing or dealers willing to make a market;
. increased share price volatility due to the fact that, under certain market
conditions, investor sentiment may favor large, well-known companies over
small, lesser-known companies; and
. reliance, in many cases, on one or two key individuals for management.

CONCENTRATION; NON-DIVERSIFIED STATUS
- -------------------------------------

Where a portfolio is concentrated in securities of a small number of
companies or in securities of companies in single industry, the risk of any
investment decision is increased. The assets of the Fund will consist almost
entirely of companies considered by Munder to significantly benefit from or
derive revenue from the Internet, advances in communications technology, data
processing technology and implementations thereof, generally known as Internet
technologies. Munder will seek to reduce the company-specific risk, as opposed
to sector-specific risk, of the Fund's portfolio by investing in more than one
company in a particular sector, but this may not always be practicable.

The Fund is classified as a "non-diversified" management investment company
under the 1940 Act. This means that the Fund may invest a greater portion of its
assets in a limited number of issuers than would be the case if the Fund were
classified as a "diversified" management investment company. Accordingly, the
Fund may be subject to greater risk with respect to its portfolio securities
than a "diversified" fund because changes in the financial

13
<PAGE>

condition or market assessment of a single issuer may cause greater fluctuation
in the net asset value of the Fund's shares.

RESTRICTED AND ILLIQUID SECURITIES
- ----------------------------------

The Fund intends to invest a substantial portion of its assets in
restricted securities and other investments that are illiquid. Restricted
securities are securities that may not be resold to the public without an
effective registration statement under the Securities Act of 1933 as amended
("1933 Act") or, if they are unregistered, may be sold only in a privately
negotiated transaction or pursuant to an exemption from registration.

Restricted and other illiquid investments involve the risk that the
securities will not be able to be sold at the time desired by the Fund or at
prices approximating the value at which the Fund is carrying the securities on
its books.

INVESTMENTS IN FOREIGN SECURITIES AND DEPOSITARY RECEIPTS
- ---------------------------------------------------------

The Fund plans to invest in the securities of foreign companies considered
by Munder to significantly benefit from or derive revenue from the Internet,
advances in communications technology, data processing technology and
implementations thereof, generally known as Internet technologies. Investments
in foreign securities face specific risks, which may include:

. unfavorable changes in currency rates and exchange control regulations;
. restrictions on, and costs associated with, the exchange of currencies and
the repatriation of capital invested abroad;
. reduced availability of information regarding foreign companies;
. foreign companies may be subject to different accounting, auditing and
financial standards and to less stringent reporting standards and
requirements;
. reduced liquidity as a result of inadequate trading volume and government-
imposed trading restrictions;
. the difficulty in obtaining or enforcing a judgment abroad;
. increased market risk due to regional economic and political instability;
. increased brokerage commissions and custody fees;
. securities markets which are subject to a lesser degree of supervision and
regulation by competent authorities foreign withholding taxes; and
. the threat of nationalization and expropriation.

BORROWING
- ---------

The Fund is authorized to borrow money in an amount up to 10% of its total
assets (after giving effect to the amount borrowed) in order to meet repurchase
requests, for other cash management purposes and to fund the purchase of
portfolio securities for a period of not longer than 30 days. The Fund may not
purchase additional portfolio securities at any time that borrowings exceed 10%
of its total assets. The Fund is not authorized to use borrowings for long-term
financial leverage purposes. The rights of any lenders to the Fund to receive
payments of interest or repayments of principal will be senior to those of the
holders of the Fund's shares, and the terms of any borrowings may contain
provisions that limit certain activities of the Fund, including the payment of
dividends (if any) to holders of shares. Interest payments and fees incurred in
connection with borrowings will increase the Fund's expense ratio and will
reduce any income the Fund otherwise has available for the payment of dividends.

14
<PAGE>

USE OF DERIVATIVES FOR HEDGING PURPOSES
- ---------------------------------------

The Fund may use derivative instruments to hedge portfolio risk and for
cash management purposes. Investing in derivative investments involves numerous
risks. For example:

. The underlying investment or security might not perform in the manner that
Munder expects it to perform. This could make the effort to hedge
unsuccessful.
. The company issuing the instrument may be unable to pay the amount due on the
maturity of the instrument.
. Certain derivative investments held by the Fund may trade only in the over-
the-counter markets or not at all, and can be illiquid.
. Derivatives may change rapidly in value because of their inherent leverage.

All of this can mean that the Fund's net asset value may change more often
and to a greater degree than it otherwise would. The Fund has no obligation to
enter into any hedging transactions.

LENDING OF SECURITIES
- ---------------------

Although the Fund will receive collateral in connection with all loans of
portfolio securities, and such collateral will be marked to market, the Fund
will be exposed to the risk of loss should a borrower default on its obligation
to return the borrowed securities. For example, loaned securities may have
appreciated beyond the value of the collateral held by the Fund at the time of a
default. In addition, the Fund will bear the risk of loss on any collateral that
it chooses to invest.

DEBT SECURITIES AND CONVERTIBLE SECURITIES
- ------------------------------------------

The Fund may invest in debt securities and other debt instruments that will
convert to equity securities. The Fund does not plan to invest more than 10% of
its net assets in debt securities which are not rated within the four highest
rating categories by Standard & Poor's Rating Services Inc. or Moody's Investors
Services, Inc., or other nationally recognized statistical rating organization.
Such lower rated securities are commonly referred to as "junk bonds" and reflect
a greater possibility that changes in the economy, financial condition of the
issuer and/or an unanticipated rise in interest rates may impair the issuer's
ability to make payments on interest and principal.

USE OF PROCEEDS

The net proceeds of this initial offering are estimated to be $[ ______ ]
after the payment of sales loads to selected broker-dealers and organizational
and offering expenses estimated to be $[ ______ ] payable by the Fund. The net
proceeds of this initial offering will be invested in accordance with the Fund's
investment objective and principal strategies as soon as practicable after the
closing of this offering. Based on current market conditions, Munder expects the
Fund will be fully invested within one year. This lengthy investment period
reflects the fact that: (i) the Fund plans to spend considerable time
researching prospective investments; and (ii) the companies in which the Fund
plans to invest will be primarily small to medium-sized companies that may have
limited amounts of outstanding securities available for purchase. The Fund plans
to minimize the positive impact its purchases of securities will have on the
price of these securities by purchasing the securities over a period of time.
Pending the full investment of the proceeds of the offering in equity securities
of companies, the proceeds of the offering will be invested in short-term, high
quality debt securities. In addition, up to 10% of the Fund's assets may be
invested temporarily in securities that seek to track the performance of various
stock market indices. The Fund will pay organizational and offering expenses
estimated to be $[ ______ ] from the proceeds of the initial offering. Such
expenses will therefore be borne by investors in the initial offering. Investors
in any subsequent continuous offering may not bear any organizational or
offering expenses.

15
<PAGE>

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

LONG-TERM CAPITAL APPRECIATION
- ------------------------------

The Fund's investment objective is to seek long-term capital appreciation.
There can be no assurance that the Fund will achieve its investment objective.

INVESTMENT IN EQUITY SECURITIES OF INTERNET AND RELATED TECHNOLOGY COMPANIES
- ----------------------------------------------------------------------------

The Fund seeks to achieve its objective by investing at least 65% of its
total assets in equity securities of U.S. and non-U.S. companies considered by
Munder to significantly benefit from or derive revenue from the Internet,
advances in communications technology, data processing technology and
implementations thereof, generally known as Internet technologies. For any such
company, the application of Internet functionality may provide, among other
benefits:

. increased revenue from further penetration of existing markets, or access to
new markets;
. improvement in quality of goods or services;
. improvement in profitability from cost reductions in the production of goods
or services;
. increases in efficiency of production through systematic use of automation,
inventory control, and greater communication between production centers and
distribution outlets; and

. competitive advantage from stronger relationships throughout the production
and supply chain.

The Fund anticipates that it will invest primarily in common stocks. The
Fund may also invest in securities convertible into or exchangeable for common
stocks, rights and warrants to purchase common stocks and depository receipts
representing an ownership interest in equity securities. The Fund considers all
of these securities equity securities for purposes of its investment strategies.
The Fund may also invest in non-convertible debt securities or preferred stocks
believed to provide opportunities for capital gain.

The Fund expects most of its venture capital investments to be in companies
that it determines to be in the "late-stage" or "pre-IPO" stage of development.
The Fund considers a company to be in the late stage if it has a developed
infrastructure and has commenced earning revenues. The Fund expects that late-
stage companies will undertake an initial public offering within a period of one
to three years. A pre-IPO company is somewhat more developed than a late-stage
company. The Fund expects to be able to acquire equity securities of pre-IPO
companies in private placements within a year prior to their planned initial
public offerings. Late-stage and pre-IPO companies will typically have small
market capitalizations and limited or no liquidity; even after an initial public
offering, liquidity may be limited and the Fund may be subject to contractual
limitations on its ability to sell shares. A portion of the Fund's venture
capital investments may be in companies that have not yet developed
infrastructure or commenced earning revenues. Of the Fund's venture capital
investments, up to 20% of the Fund's total assets may be invested in securities
of investment funds that invest primarily in venture capital companies. These
investments may involve relatively high fees (the Fund will be indirectly paying
fees to the manager of such investment funds and to Munder on the same assets)
and a high degree of risk. See "Risk Factors - Venture Capital Funds."

During the initial investment period, the Fund may invest up to 10% of its
total assets in securities that seek to track various stock market indices. Such
funds pay certain fees and expenses, and these will be indirectly borne by the
Fund and its shareholders.

16
<PAGE>

The Fund may invest in securities of non-U.S. issuers. The Fund may invest
directly in foreign securities or it may invest through depositary receipts,
which are certificates issued by a bank or other financial institution that
evidence the right to receive the underlying foreign security. Investments in
non-U.S. securities involve certain risks in addition to those of securities
generally. These risks are discussed under "Risk Factors." The Fund may not
invest more than 25% of its total assets in non-U.S. securities but this limit
does not apply to investments in depositary receipts traded in the United
States.

The limitations on the percentage of the Fund's assets that may be invested
in securities of venture capital companies, venture capital funds and securities
of non-U.S. issuers apply at the time of investment by the Fund. The Fund will
not be required to reduce its investments in these securities if a percentage
limit is exceeded as a result of changes in the value of the Fund's portfolio
securities. However, the Fund may not purchase additional securities that are
subject to a percentage limitation at any time when the limitation is met or
exceeded.

INVESTMENT RATIONALE
- --------------------

An important trend in recent decades has been the assimilation of
technology into business. The pace of that change has accelerated in the last
few years with the development of advanced technologies that integrate
communications, both within and among businesses and with customers. These
communications advances, when coupled with increased information flow, better
business tracking tools, and the increasing ability to gather, store, process
and analyze the business and customer data, have spawned new business processes,
new businesses and even new industries. Currently, these dynamics have begun to
move beyond the confines of a computer connection, creating the ability to
access the data from virtually anywhere at any time. Another important
development in this regard is the globalization of these trends.

The increasing availability of high-capacity (broadband) connections to
data sources is driving a trend known as "convergence." This trend is
characterized by the migration of high-bandwidth (high volume) media (e.g.,
video and audio) and content, as well as commerce and business process activity,
to Internet access devices. At the same time Internet devices are converging
with traditional information appliances such as television and radio through
set-top boxes and streaming audio and video. Internet utilization is becoming
more closely integrated into business and personal activities.

Recognizing the strategic junctures in these and other Internet related
trends, the Fund will seek to identify and invest in sectors which will benefit
directly. These sectors are expected to include e-commerce (both business-to-
business and business-to-consumer), enabling technologies (hardware and
software), infrastructure, communications, access devices, and related services
such as hosting, consulting, advertising and logistics. The Fund seeks to
identify and invest in companies that will provide tomorrow's technology. Munder
currently believes the greatest growth potential is found in five areas of
technology:

. INTERNET AND NEW MEDIA. Munder believes the Internet has the potential to
revolutionize the way people and businesses communicate and interact.
Currently the Internet is widely used only in the United States and
Western Europe. Munder believes the Internet will continue to extend its
global reach.

. BROADBAND COMMUNICATIONS INCLUDING FIBER OPTICS. Computer processing power
currently exceeds the transmission capacity of the networks that connect
computers. Munder believes substantial investment will be required in
broadband and fiber optic technology in order to improve the speed of data
transmission.

. DIGITAL CONSUMER ELECTRONICS. Consumer electronics are becoming
increasingly digital to permit the rapid transmission of data. Digital
technology is becoming less expensive than analog and other earlier
technologies, which Munder believes should result in a deeper penetration
of digital products and services in the marketplace.

17
<PAGE>

. WIRELESS COMMUNICATIONS AND COMPUTING. Hand-held devices and cellular
phones enable workers to remain effective when they are away from their
desk-top computers. Munder believes wireless communications and computing
has the potential for productivity enhancement for businesses and
lifestyle enhancement for consumers.

. INTERNET-POWERED TRADITIONAL BUSINESS ACTIVITIES. The Fund will invest in
companies whose businesses are not specifically involved in the
development or distribution of Internet technology, but which utilize the
Internet and its related technologies as a strategically integrated part
of their product and/or service offerings. Munder expects a significant
migration of traditional business activities to the Internet and the
development of non-traditional business models designed to capture
established economic opportunities and supplant them with Internet-based
processes.

HEDGING
- -------

The Fund may use financial instruments known as derivative instruments to
hedge portfolio risks and for cash management purposes. A derivative is
generally defined as an instrument whose value is derived from, or based upon,
some underlying index, reference rate (such as interest rates or currency
exchange rates), security, commodity or other asset. The Fund will use a
specific type of derivative only after consideration of, among other things, how
the derivative instrument serves the Fund's investment objective and the risk
associated with the instrument. The Fund may use derivatives only for the
purposes of hedging portfolio risk and cash management. The Fund may not use
derivative instruments to seek increased return on its investment.

Hedging activity may relate to a specific security or to the Fund's
portfolio as a whole. The Fund may buy or sell put or call options on
transferable securities to hedge against adverse movements in the prices of
securities held in the Fund's portfolio. The Fund may buy or sell these options
if they are traded on options exchanges or over-the-counter markets and will
enter into transactions only with broker-dealers that are reputable financial
institutions that specialize in these types of transactions, that make markets
in these options, or are participants in over-the-counter markets. A put option
gives the purchaser of the option the right to sell, and obligates the writer of
the put option to buy, the underlying security at a stated exercise price at any
time prior to the expiration of the option. Similarly, a call option gives the
purchaser of the option the right to buy, and obligates the writer to the call
option to sell, the underlying security at a stated exercise price at any time
prior to the expiration of the option.

Munder will consider changes in foreign currency exchange rates in making
investment decisions about non-U.S. securities. As one way of managing exchange
rate risk, the Fund may enter into forward currency exchange contracts
(agreements to purchase or to sell U.S. dollars or non-U.S. currencies at a
future date). A forward contract may help reduce the Fund's losses on securities
denominated in a currency other than U.S. dollars, but it may also reduce the
potential gain on the securities depending on changes in the currency's value
relative to the U.S. dollar. See "Additional Investment Policies - Other
Operating Policies - Foreign Currency Transactions" in the SAI.

INVESTMENT CONCENTRATION
- ------------------------

As a non-diversified investment company, the Fund faces few regulatory
restrictions on the proportion of its total assets it may invest in the
securities of any one company, or on the proportion of its total assets it
allocates to control interests in companies. However, in light of certain tax
regulations applicable to regulated investment companies the Fund does not
intend to invest more than 25% of its total assets in the securities of any one
company. Similarly, the Fund does not intend to invest more than 25% of its
total assets in controlling interests of companies. Market fluctuations could
cause these limits to be exceeded. See "Investment Objective and Principal
Strategies - Circumstances in Which the Fund will Sell a Security."

18
<PAGE>

BORROWING; USE OF LEVERAGE
- --------------------------

The Fund is authorized to borrow money in an amount up to 10% of its total
assets (giving effect to the amount borrowed) in order to meet repurchase
requests, for other cash management purposes and to fund the purchase of
portfolio securities for a period of not longer than 30 days. The Fund may not
purchase additional portfolio securities at any time that borrowings exceed 10%
of its total assets. The Fund is not authorized to use borrowings for long-term
financial leverage purposes. Borrowing by the Fund involves certain risks for
shareholders. The Board of Trustees of the Fund may modify the Fund's policies
with respect to borrowing, including the percentage limitations, the purposes of
borrowings and the length of time that portfolio securities purchased with
borrowed money may be held by the Fund. Management of the Fund has no current
intention of requesting any such modifications. See "Risk Factors - Borrowing"
and "Additional Investment Policies - Fundamental Policies" in the SAI.

INVESTMENT DECISIONS BASED UPON EXTENSIVE FIRM-LEVEL RESEARCH
- -------------------------------------------------------------

The Fund will use a bottom-up stock selection approach. This means that
Munder will extensively research specific companies in the Internet and related
technology industries to find those companies that Munder believes offer the
greatest prospects for future growth. In selecting individual securities, Munder
will look for companies that it believes display or are expected to display:

. strategic commitment to the creation or utilization of Internet technologies;
. significant opportunity for revenue capture;
. robust growth prospects;
. a unique and defensible competitive position;
. advantages of market leadership including, among others, economic scale and
brand identity; and/or
. the ability to identify and partner with businesses that have complementary
strengths and offer synergies.

CIRCUMSTANCES IN WHICH THE FUND WILL SELL A SECURITY
- ----------------------------------------------------

While it is the policy of the Fund to hold securities for investment, the
Fund will consider selling securities of a company if Munder's target price for
the security has been reached or, in its discretion, believes such sale to be in
the best interest of the Fund. As a guide, Munder will sell a security if it
believes that:

. the company's targeted market opportunity does not materialize;
. the company's revenue or earnings progressions are disappointing;
. the company's revenue growth has slowed;
. the company's underlying fundamentals have deteriorated; and/or
. the company's competitive position or environment deteriorates.

The Fund may also be forced to sell securities to meet its quarterly share
repurchase obligation, to comply with diversification restrictions of applicable
tax regulations, or for other reasons. AS A RESULT, THE ANNUAL PORTFOLIO
TURNOVER OF THE FUND MAY EXCEED 100%. A high portfolio turnover rate will
increase the Fund's expenses. On the other hand, the Fund may invest a
significant portion of its assets in venture capital securities having very
little liquidity. The Fund may be forced to retain such assets even in
circumstances where the Fund's investment policies indicate the assets should be
sold. See "Risk Factors - Restricted and Illiquid Securities."

19
<PAGE>

DEFENSIVE MEASURES
- ------------------

The Fund may, from time to time, take temporary defensive positions that
are inconsistent with its principal strategies in seeking to minimize extreme
volatility caused by adverse market, economic, or other conditions. This could
prevent the Fund from achieving its investment objective.

THE FUND MAY CHANGE ITS INVESTMENT STRATEGIES
- ---------------------------------------------

The Fund may change any of the investment strategies outlined above if the
Fund's Board of Trustees believes doing so is consistent with the Fund's
investment objective of long-term capital appreciation. The Fund's investment
objective is a fundamental policy and may not be changed without the approval of
shareholders.

MANAGEMENT OF THE FUND

THE BOARD OF TRUSTEES
- ---------------------

The Board of Trustees provides broad supervision over the affairs of the
Fund. At least a majority of the Board of Trustees must not be "interested
persons" as defined in Section 2(a)(19) of the 1990 Act.

THE INVESTMENT ADVISER
- ----------------------

Munder Capital Management, located at 480 Pierce Street, Birmingham, MI,
48009, is the investment adviser of the Fund. Munder has substantial experience
in technology investing and provides the Fund with overall investment
management. As of March 31, 2000, Munder and its affiliates had approximately
$62 billion in assets under management, of which $39 billion were invested in
equity securities, $7 billion were invested in money market or other short-term
instruments, $6 billion were invested in other fixed income securities, $3
billion were invested in balanced investments, and $7 billion in non-
discretionary assets.

The Fund will pay an advisory fee to Munder for its management services at
an annual rate of 2.00% of the Fund's average daily net assets. The fee is
calculated daily and payable monthly. This advisory fee is higher than the
advisory fees paid by most U.S. investment companies.

The portfolio management team consists of the following Munder personnel:

Steven M. Appledorn, CFA - Senior Portfolio Manager - Mr. Appledorn is a
co-manager of the Munder NetNet Fund, the Munder International NetNet Fund
and the Munder Future Technology Fund. Since joining Munder in 1993 he has
managed equity portfolios for institutional clients and mutual funds,
analyzed securities in the technology sector, and co-managed the firm's
participation in brokerage-sponsored "wrap" programs. From 1988 to 1993 Mr.
Appledorn was Executive Vice President of Swanson Capital Management with
responsibility for portfolio management, equity and fixed income research,
operations and client service. Earlier, he spent twelve years managing the
portfolios of brokerage clients, most recently with Kidder Peabody &
Company. Mr. Appledorn received a B.A. in Finance from Michigan State
University and is a Chartered Financial Analyst. He has served on advisory
boards to a national brokerage firm and a national securities exchange.

Paul T. Cook, CFA - Senior Portfolio Manager - Mr. Cook is a co-manager of
the Munder NetNet Fund, the Munder Future Technology Fund and the Munder
International NetNet Fund. His prior responsibilities include equity
security analysis, specializing in the technology industry, including the
computer software services, computer services, and telecommunication
equipment sectors. Paul has an extensive background in information systems
and began his career at Munder in 1987 as the Director of Technical
Operations. He appears as an Internet technology analyst regularly on
CNBC's Market Watch, CNN, and CNNfn. Prior to joining Munder, Paul was a
financial analyst for Electronic Data Systems, where he provided

20
<PAGE>

technical/financial support for EDS customers. Paul holds a B.A. in
Materials Logistics Management and an M.B.A. in Finance from Michigan State
University, and is a Chartered Financial Analyst.

Alan H. Harris, CFA - Senior Portfolio Manager - Mr. Harris is a co-manager
of the Munder NetNet Fund, the Munder Future Technology Fund, the Munder
International NetNet Fund, and the Munder Growth Opportunities Fund. He is
also a member of the team responsible for Munder Capital Management's
equity security analysis, specializing in the communications industry.
Prior to joining Munder Capital Management in 1995, Alan was a Senior
Equity Fund Manager responsible for the co-management of Woodbridge Capital
Management's Ambassador Growth Mutual Fund. Earlier, Alan served as an
equity research analyst. Alan received both a B.A. in Economics and an
M.B.A. in Finance from the University of Michigan. He is a Chartered
Financial Analyst, a member of the Investment Analysts Society of Detroit,
Inc. and the Association for Investment Management and Research.

Brian A. Salerno, CFA - Portfolio Manager - Mr. Salerno is a co-manager of
the Munder NetNet Fund, the Munder Future Technology Fund and the Munder
International NetNet Fund. Brian is also a member of the team responsible
for Munder Capital Management's equity security analysis, specializing in
the technology sector. Prior to joining Munder in 1996, Brian held equity
analyst positions with Ohio Public Employees Retirement System and Ohio
School Employees Retirement System. Brian graduated (Cum Laude) with a
B.B.A. in Business Administration from the University of Notre Dame and
holds an M.B.A. in Finance from Ohio State University with the distinction
of Weidler Scholar. Brian is also a Chartered Financial Analyst and a
member of the Investment Analysts Society of Detroit, Inc.

Kenneth A. Smith, CFA - Portfolio Manager - Mr. Smith is responsible for
the co-management of The Munder NetNet Fund, The Munder Future Technology
Fund, and The Munder International NetNet Fund. His other responsibilities
include equity security analysis, specializing in the technology sector. In
addition to his association with Munder, Ken worked at American Century
Investment Management, where he was responsible for equity security
analysis in the technology sector, and also worked for Arthur Andersen LLP,
where he was a manager in the audit and specialty consulting practice. Ken
received a B.B.A. from the University of Michigan and an M.B.A. from the
University of Chicago Graduate School of Business. He is a Certified Public
Accountant in the State of Michigan, a member of The American Association
of Certified Public Accountants, and a Chartered Financial Analyst.

EXPENSES OF THE FUND
- --------------------

The Fund pays an advisory fee to Munder plus all its expenses other than
those assumed by Munder. The expenses of the Fund include the shareholder
servicing fee, brokerage commissions, interest on any borrowings by the Fund,
fees and expenses of outside legal counsel (including fees and expenses
associated with review of documentation for prospective investments by the Fund)
and independent auditors, taxes and governmental fees, custody, expenses of
printing and distributing prospectuses, reports, notices and proxy material,
expenses of printing and filing reports and other documents with government
agencies, expenses of shareholders' meetings, expenses of corporate data
processing and related services, shareholder record keeping and shareholder
account services, fees and disbursements, fees and expenses of Trustees of the
Fund not employed by Munder or its affiliates, insurance premiums and
extraordinary expenses such as litigation expenses.

PFPC Global Fund Services serves as the transfer and dividend disbursing
agent ("Transfer Agent') pursuant to a transfer agency agreement with the Fund,
under which the Transfer Agent (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 any 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.

State Street Bank and Trust serves as the Fund's custodian ("State Street")
pursuant to a custodial services agreement with the Fund, under which the State
Street (i) maintains a separate account in the name of the Fund, (ii)

21
<PAGE>

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. State Street, pursuant to an administrative
services agreement with the Fund, also is responsible for the determination of
the Fund's net asset value and maintenance of the Fund's accounting records.

REPURCHASE OFFERS

The Fund expects that a substantial portion of its investments will be
illiquid and does not intend to maintain a significant cash position. For this
reason, the Fund is structured as a closed-end fund, which means that you will
not have the right to redeem your shares on a daily basis. In addition, the Fund
does not expect any trading market to develop for its shares. As a result, if
you invest in the Fund you will have limited opportunity to sell your shares.

To provide you with a degree of liquidity, and the ability to receive net
asset value on a disposition of your shares, the Fund will make quarterly offers
to repurchase its shares. The repurchase offers will be limited to a specified
percentage of the Fund's outstanding shares. Shares will be repurchased at their
net asset value. The Fund intends to commence the first quarterly repurchase
offer in [ ________ ], 2000 and to complete it in [ ________ ], 2000. The
quarterly offers will be made pursuant to a fundamental policy of the Fund that
may be changed only with the approval of the Fund's shareholders.

QUARTERLY REPURCHASES OF A MINIMUM OF 5% OF ITS OUTSTANDING SHARES
- ------------------------------------------------------------------

Each quarter, the Fund will offer to repurchase a minimum of 5% of the
number of shares outstanding on the date repurchase requests are due. The Fund's
Board of Trustees may establish a larger percentage for any quarterly repurchase
offer. However, the percentage will not be less than 5% or more than 25% of the
shares outstanding on the date repurchase requests are due.

The Fund intends to commence the first quarterly repurchase offer in
[ ________ ], 2000 and to complete it in [________], 2000. Thereafter, quarterly
repurchase offers will commence each [ ______ ], [ ______ ], [ ______ ] and
[ ______ ]; and will be completed in the following month.

When a repurchase offer commences, the Fund will send a written
notification of the offer to shareholders via their financial intermediaries.
The notification will specify, among other things:

. the percentage of the Fund's shares that the Fund is offering to repurchase.
(This will ordinarily be 5%);
. the date on which a shareholder's repurchase request is due. This will
ordinarily be the [second] [Friday] of the month following the notification;
. the date that will be used to determine the Fund's net asset value applicable
to the quarterly share repurchase. This date is generally expected to be the
day on which the quarterly repurchase requests are due;
. the date by which shareholders will receive the proceeds from their share
sales; and
. the net asset value of the Fund's shares as of a date no more than seven days
prior to the date of the notification.

The Fund intends to send this written notification approximately 30 days
before the due date for the repurchase request. In no event will the
notification be sent less than 21 or more than 42 days in advance. In order to
par ticipate in any quarterly repurchase offer, your shares of the Fund must be
held through a selected broker-dealer. You will not be able to receive
repurchase offers directly from the Fund. In addition, it is important for you
to

22
<PAGE>

recognize that your selected broker-dealer may require additional time to
mail the repurchase offer to you, to process your request, and to credit your
account with the proceeds of any repurchased shares.

THE DUE DATE FOR REPURCHASE REQUESTS IS A DEADLINE THAT WILL BE STRICTLY
OBSERVED. If your intermediary fails to submit your repurchase request in good
order by the due date, you will be unable to liquidate your shares until a
subsequent quarter, and you will have to resubmit your request for that quarter.
You should be sure to advise your intermediary of your intentions in a timely
manner. You may withdraw or change your repurchase request at any point before
the due date.

THE FUND'S FUNDAMENTAL POLICIES WITH RESPECT TO SHARE REPURCHASES
- -----------------------------------------------------------------

The Fund has adopted the following fundamental policies in relation to its
share repurchases that may only be changed by a majority vote of the outstanding
voting securities of the Fund:

. as stated above, the Fund will make share repurchase offers every three
months, pursuant to Rule 23c-3 under the 1940 Act, as it may be amended from
time to time, commencing [ _______ ], 2000;
. a minimum 5% of the Fund's outstanding shares of beneficial interest will be
subject to the repurchase offer, unless the Board of Trustees establishes a
different percentage, which must be between 5% and 25%;
. the repurchase request due dates will be the [second] [Friday] of each
[ ________ ], [ ________ ], [ ________ ] and [ ________ ] (or the preceding
business day if that day is a New York Stock Exchange holiday); and
. there will be a maximum 14 day period between the due date for each
repurchase request and the date on which the Fund's net asset value for that
repurchase is determined.

PRO RATA PURCHASES OF SHARES IN THE EVENT OF AN OVERSUBSCRIBED REPURCHASE OFFER
- -------------------------------------------------------------------------------

There is no minimum number of shares that must be tendered before the Fund
will honor repurchase requests. However, the percentage determined by the Board
of Trustees for each quarterly repurchase offer will set a maximum number of
shares that may be purchased by the Fund. In the event a repurchase offer by the
Fund is oversubscribed, the Fund may, but is not required to, repurchase
additional shares, but only up to a maximum amount of 2% of the outstanding
shares of the Fund. If the Fund determines not to repurchase additional shares
beyond the repurchase offer amount, or if shareholders tender an amount of
shares greater than that which the Fund is entitled to purchase, the Fund will
repurchase the shares tendered on a pro rata basis.

If pro-ration is necessary, the Fund will send a notice of pro-ration to
the selected brokers-dealers on the business day following the repurchase
request due date. The number of shares each investor asked to have repurchased
will be reduced by the same percentage. If any shares that you wish to have
repurchased by the Fund are not repurchased because of pro-ration, you will have
to wait until the next repurchase offer, and your repurchase request will not be
given any priority over other shareholders' requests. Thus, there is a risk that
the Fund may not purchase all of the shares you wish to sell in a given quarter
or in any subsequent quarter. IN ANTICIPATION OF THE POSSIBILITY OF PRO-RATION,
SOME SHAREHOLDERS MAY TENDER MORE SHARES THAN THEY WISH TO HAVE REPURCHASED IN A
PARTICULAR QUARTER, THEREBY INCREASING THE LIKELIHOOD OF PRO-RATION. THERE IS NO
ASSURANCE THAT YOU WILL BE ABLE TO SELL AS MANY OF YOUR SHARES AS YOU DESIRE TO
SELL.

The Fund may suspend or postpone a repurchase offer in limited
circumstances, but only with the approval of a majority of the Board of
Trustees, including a majority of independent Trustees.

23
<PAGE>

DETERMINATION OF REPURCHASE PRICE
- ---------------------------------

The repurchase price payable in respect of a repurchased share will be
equal to the share's net asset value on the date for such determination
specified in the notification provided to shareholders. The Fund's net asset
value per share may change substantially in a short time as a result of
developments at the companies in which the Fund invests. Changes in the Fund's
net asset value may be more pronounced and more rapid than with other funds
because of the Fund's emphasis on developmental stage companies and venture
capital companies that are not publicly traded. The Fund's net asset value per
share may change materially between the date a quarterly repurchase offer is
mailed and the request due date, and it may also change materially shortly after
a repurchase is completed. The method by which the Fund calculates net asset
value is discussed under the caption "Calculation of Net Asset Value."

PAYMENT
- -------

The Fund expects to repurchase shares on the next business day after the
net asset value determination date. Proceeds will be distributed to
intermediaries as specified in the repurchase offer notification, usually on the
third business day after repurchase. In any event, the Fund will pay repurchase
proceeds no later than seven days after the net asset value determination date.

IMPACT OF REPURCHASE POLICIES ON THE LIQUIDITY OF THE FUND
- ----------------------------------------------------------

From the time the Fund distributes each repurchase offer notification until
the net asset value determination date, the Fund must maintain liquid assets at
least equal to the percentage of its shares subject to the repurchase offer. For
this purpose, liquid assets means assets that may be disposed of in the ordinary
course of business at approximately the price at which they are valued or which
mature by the repurchase payment date. The Fund is also permitted to borrow
money to meet repurchase requests. Borrowing by the Fund involves certain risks
for shareholders. See "Risk Factors -- Borrowing."

IN-KIND REPURCHASES
- -------------------

Under normal conditions, the Fund intends to repurchase its shares for
cash. However, the Fund reserves the right to pay for all or a portion of its
repurchased shares with an in-kind distribution of a portion of its portfolio
securities.

CONSEQUENCES OF REPURCHASE OFFERS
- ---------------------------------

The Fund believes that repurchase offers will generally be beneficial to
the Fund's shareholders, and will generally be funded from available cash or
sales of portfolio securities. The Fund may temporarily hold more of its total
assets in highly liquid securities (including cash) if it anticipates financing
some or all repurchases in a repurchase offering by selling portfolio
investments. However, if the Fund borrows to finance repurchases, interest on
that borrowing will increase the Fund's expenses and will reduce any net
investment income. From time to time, commencing at least 30 days after the
closing of this initial offering, the Fund may offer new shares continuously,
which may alleviate these potential consequences, but there is no assurance that
the Fund will be able to secure new investments or raise new cash.

Repurchase offers provide shareholders with the opportunity to dispose of
shares at net asset value. The Fund does not anticipate that a secondary market
will develop, but in the event that a secondary market were to develop, it is
possible that shares would trade in that market at a discount to net asset
value. The existence of periodic repurchase offers at net asset value may not
alleviate such discount.

24
<PAGE>

Repurchase of the Fund's shares will tend to reduce the number of
outstanding shares and, depending upon the Fund's investment performance and its
ability to sell additional shares in a continuous offering, its net assets. A
reduction in the Fund's net assets will tend to increase the Fund's expense
ratio.

In addition, the repurchase of shares by the Fund will be a taxable event
to shareholders. For a discussion of these tax consequences, see "Taxes."

CALCULATION OF NET ASSET VALUE

The Fund will compute its net asset value on each business day as of the
close of regular business of the New York Stock Exchange ("NYSE"), which is
generally 4:00 p.m. Eastern time. Securities owned by the Fund will be valued
at current market prices. If reliable market prices are unavailable (e.g., in
the case of the Fund's venture capital investments), securities will be valued
at fair value as determined in good faith in accordance with procedures approved
by the Fund's Board of Trustees. Venture capital investments will be valued at
fair value, which will be cost unless Munder determines, pursuant to the Fund's
valuation procedures, that such a valuation is no longer fair or appropriate.
Examples of cases where cost may no longer be appropriate include sales of
similar securities to third parties at different prices, or if a venture capital
company in which the Fund has an investment undertakes an IPO. In such
situations, the Fund's investment will be revalued in a manner that Munder,
following procedures approved by the Board of Trustees, determines best reflects
its fair value. When the Fund holds securities of a class that has been sold to
the public, fair valuation would often be market value less a discount to
reflect contractual or legal restrictions limiting resale. Fair value represents
a good faith approximation of the value of an asset and will be used where there
is no public market or possibly no market at all for a company's securities. The
fair values of one or more assets may not, in retrospect, be the prices at which
those assets could have been sold during the period in which the particular fair
values were used in determining the fund's net asset value. As a result, the
Fund's issuance or repurchase of its shares at net asset value at a time when it
owns securities that are valued at fair value may have the effect of diluting or
increasing the economic interest of existing shareholders. All fair value
determinations by Munder are subject to ratification by the Board of Trustees.

Expenses of the Fund, including Munder's advisory fee and the costs of any
borrowings, are accrued daily and taken into account for the purpose of
determining net asset value.

The net asset value per share is computed by dividing (i) the net asset
value of the Fund by (ii) the number of shares then outstanding. The net asset
value per share will be rounded up or down to the nearest cent. You may obtain
the Fund's daily net asset value per share by calling 800-4-MUNDER (800-468-
6337). The Fund also intends to publish its net asset value once weekly in
various financial periodicals.

SHARES OF BENEFICIAL INTEREST

The Fund is authorized to issue an unlimited number of shares of beneficial
interest, $0.01 par value. Shareholders do not have preemptive, subscription or
conversion rights, and are not liable for further calls or assessments. The
Fund is unlikely to have income or to pay dividends. Shares are not available
in certificated form and shares must be held through a selected broker-dealer.

Each share of beneficial interest is entitled to one vote per share of all
shares entitled to be cast at shareholder meetings. The Fund does not intend to
hold annual meetings of shareholders, except as in accordance with applicable
law and regulation. Special meetings may be called by Trustees, the President
or Shareholders entitled in the aggregate to a minimum of ten percent (10%) of
the shares of the Fund entitled to vote. In general, any action requiring a
vote of the holders of the shares of beneficial interest of the Fund shall be
effective if taken or authorized by the affirmative vote of a majority of the
shares entitled to be cast of the requisite quorum of thirty-three and one-third
percent (33-1/3%). Any change in the Fund's fundamental policies requires
affirmation of a majority of the votes entitled to be cast in person or by
proxy. Shareholders must also approve any amendment to the declaration of trust
or the by-laws that would result in a change in the terms of their shares or a
change in their

25
<PAGE>

voting rights. In addition, the Fund's by-laws provide, among other things, that
nominations for Trustees and other shareholder proposals be made within
specified time frames in advance of shareholders' meetings and be accompanied by
specified information. Some of the foregoing could have the effect of delaying,
deferring or preventing changes in control of the Fund.

In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Fund, after payment of all of the liabilities of the Fund, the
Fund's shareholders are entitled to share ratably in all the remaining assets
of the Fund.

DISTRIBUTION POLICY

Dividends will be paid annually on the shares in amounts representing
substantially all of the net investment income, if any, earned each year.
Payments will vary in amount, depending on investment income received and
expenses of operation. It is likely that many of the companies in which the Fund
invests will not pay any dividends, and this, together with the Fund's
relatively high expenses, means that the Fund is unlikely to have income or pay
dividends. The Fund is not a suitable investment if you require regular dividend
income.

Substantially all of any taxable net capital gain realized on investments
will be paid to shareholders at least annually.

The net asset value of each share that you own will be reduced by the
amount of the distributions or dividends that you receive from that share.

AUTOMATIC REINVESTMENT PLAN
- ---------------------------

The automatic reinvestment plan is available for any holder of the Fund's
shares who wishes to purchase additional shares using dividends and/or capital
gain distributions paid by the Fund. You may elect to:

. reinvest both dividends and capital gain distributions;
. receive dividends in cash and reinvest capital gain distributions; or
. receive both dividends and capital gain distributions in cash.

Your dividends and capital gain distributions will be reinvested if you do
not instruct your broker-dealer otherwise.

Shares will be issued to you at their net asset value on the ex-dividend
date; there is no sales charge or other charge for reinvestment. You are free to
change your election at any time by contacting your broker-dealer, who will
inform the Fund. Your request must be received by the Fund before the record
date to be effective for that dividend or capital gain distribution. THE FUND
MAY TERMINATE THE AUTOMATIC REINVESTMENT PLAN AT ANY TIME AFTER ATTAINING ITS
INTENDED ASSET LEVEL.

TAXES

The Fund intends to qualify and elect to be treated as a regulated
investment company under the Internal Revenue Code. As a regulated investment
company, the Fund will generally be exempt from federal income taxes on net
investment income and capital gains distributed to shareholders, as long as at
least 90% of the Fund's investment income and net short-term capital gains are
distributed to shareholders each year.

Dividends from net investment income and distributions from net short-
term capital gain are taxable as ordinary income and, to the extent attributable
to dividends received by the Fund from U.S. corporations, may be eligible for a
70% dividends-received deduction for shareholders that are corporations.
Distributions, if any, from

26
<PAGE>

the excess of net long-term capital gain over net short-term capital loss are
taxable to shareholders as long-term capital gain, regardless of how long shares
in the Fund have been held by the shareholder, and are not eligible for the
dividends-received deduction. The tax treatment of dividends and capital gain
distributions is the same whether you take them in cash or reinvest them to buy
additional Fund shares.

The Fund does not intend to operate so as to be permitted to "pass-
through" to its shareholders credit for foreign taxes, if any, payable by the
Fund. Hedging activities by the Fund may increase the amount of short-term
capital gain realized by the Fund, which is taxed as ordinary income when
distributed to shareholders and may also result in the deferral of the
recognition of losses by the Fund (which could increase the amount of taxable
distributions to shareholders). Gains from foreign currency forward contracts
will generally be treated as ordinary income.

Each January, you will be sent information on the tax status of any
distribution made during the previous calendar year.

Shareholders should consult their tax advisors regarding the specific tax
consequences, including state and local tax consequences, of participating in a
repurchase offer. A sale of Fund shares pursuant to a repurchase offer will be
treated as a taxable sale or exchange of the Fund shares if the tender (i)
completely terminates the shareholder's interest in the Fund, (ii) is treated as
a distribution that is "substantially disproportionate" or (iii) is treated as a
distribution that is "not essentially equivalent to a dividend". A
"substantially disproportionate" distribution generally requires a reduction of
at least 20% in the shareholder's proportionate interest in the Fund after
taking into account all Shares sold under the repurchase offer. A distribution
"not essentially equivalent to a dividend" requires that there be a "meaningful
reduction" in the shareholder's interest, which should be the case if the
shareholder has a minimal proportionate interest in the Fund, exercises no
control over Fund affairs and suffers a reduction in his or her proportionate
interest.

The Fund intends to take the position that sales of Fund shares pursuant
to a repurchase offer will qualify for sale or exchange treatment. If the
transaction is treated as a sale or exchange for tax purposes, any gain or loss
recognized will be treated as a capital gain or loss by shareholders who hold
their Fund shares as a capital asset and as a long-term capital gain or loss if
such Shares have been held for more than one year. However, if you sell Fund
shares on which a long-term capital gain distribution has been received and you
held the shares for six months or less, any loss you realize will be treated as
a long-term capital loss to the extent that it offsets the long-term capital
gain distribution. All or a portion of any loss realized on a sale may also be
disallowed if the shareholder acquires other Fund shares within 30 days before
or after the sale and, in such a case, the basis of the acquired shares would
then be adjusted to reflect the disallowed loss.

If a sale of Fund shares pursuant to a repurchase offer is not treated as
a sale or exchange, then the amount received upon a sale of Shares may consist
in whole or in part of ordinary dividend income, a return of capital or capital
gain, depending on the Fund's earnings and profits for its taxable year and the
shareholder's tax basis in the Fund shares. In addition, if any amounts received
are treated as a dividend to tendering shareholders, there is a risk that a
constructive dividend may be considered to be received by non-tendering
shareholders whose proportionate interest in the Fund has been increased as a
result of the tender.

The Fund generally will be required to withhold federal income tax at a
rate of 31% ("backup withholding") from dividends paid, capital gain
distributions, and redemption proceeds to individuals and certain other non
corporate shareholders if (1) the shareholder fails to furnish the Fund with the
shareholder's correct taxpayer identification number or social security number,
(2) the IRS notifies the shareholder or the Fund that the shareholder has failed
to report properly certain interest and dividend income to the IRS and to
respond to notices to that effect, or (3) when required to do so, the
shareholder fails to certify that he or she is not subject to backup
withholding. Any amounts withheld may be credited against the shareholder's
federal income tax liability.

27
<PAGE>

Distributions may be subject to additional state, local and foreign
taxes, depending on each shareholder's particular situation. Non-U.S.
shareholders may be subject to U.S. tax rules that differ significantly from
those summarized above, including the likelihood that ordinary income dividends
(including distributions of net short-tern capital gains) to them would be
subject to withholding of U.S. tax at a rate of 30% (or a lower treaty rate, if
applicable).

THE DISCUSSION CONTAINED IN THIS SECTION IS A GENERAL AND ABBREVIATED
SUMMARY OF CERTAIN FEDERAL TAX CONSIDERATIONS AFFECTING THE FUND AND ITS
SHAREHOLDERS, AND IS NOT INTENDED AS TAX ADVICE OR TO ADDRESS A SHAREHOLDER'S
PARTICULAR CIRCUMSTANCES. INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS
REGARDING THE TAX CONSEQUENCES OF INVESTING IN THE FUND.

HOW TO PURCHASE FUND SHARES

INITIAL OFFERING
- ----------------

The Fund is party to a Distribution Agreement with the Distributor. The
Distributor, Chase H&Q, One Bush Street, San Francisco, CA 94104 is offering the
Fund's shares on a best efforts basis. This offering will be made through a
group of brokers and dealers selected by the Distributor. In the initial
offering the Fund intends to raise approximately $[ ______ ] of net proceeds.
Shares of beneficial interest are offered at $24 per share plus a sales load
of up to $1 per share payable to the selected broker- dealer who arranges the
sale. The minimum investment is $10,000 ($2,000 for IRAs). The maximum offering
price is $25 per share. Reductions in the sales charge are available depending
upon the amount of your purchase:

Sales Load Total Offering Price
Amount of Purchase Per Share Per Share
- ------------------ --------- ---------
<S> <C> <C>
Under $500,000 $.1.00 $.25.00
$500,000 but less than $1 million .0.50 .24.50
$1 million or more .0.25 .24.25
</TABLE>

The Fund must receive your payment for shares purchased in the initial
offering by [ _______ ], 2000, unless the initial offering is extended by the
Distributor. You should consult with your broker-dealer to ensure that this
deadline is met.

The Fund will have the sole right to accept orders to purchase shares and
reserves the right to reject any order in whole or in part.

The Fund will pay each selected broker-dealer that is not affiliated with
the Fund or Munder a shareholder servicing fee at an annual rate of 0.50% of
the net asset value of the outstanding shares owned by customers of such broker
or dealer, as described below.

Munder has retained Chase Securities Inc. to provide it with advice in
connection with the structuring of the initial offering. Munder will pay Chase
Securities Inc. an advisory fee in respect of shares purchased in the initial
offering. Chase H&Q will be paid the sales commissions described above on
shares sold by it in the initial offering.

No market exists for the Fund's shares. The Fund's shares will not be
listed on any securities exchange, and the Fund does not anticipate that a
secondary market will develop for its shares. Neither the Distributor, nor any
broker-dealer selected by the Distributor to participate in the initial offering
of the Fund's shares, intends to make a market in the Fund's shares.

The Fund and the Adviser have agreed to indemnify the Distributor and the
Distributor has agreed to indemnify each selected broker and dealer, against
certain liabilities, including liabilities under the 1933 Act.

28
<PAGE>

CONTINUOUS OFFERING
- -------------------

If the Fund raises net proceeds of less than $[ ______ ] in the initial
offering, then, not less than 30 days after the closing of the initial offering,
the Fund may commence a continuous offering of its shares through selected
brokers and dealers at a price equal to their net asset value plus a maximum
sales charge of 4.00%. Any such continuous offering, if commenced, may be
discontinued when the Fund's total assets reach $[ ______ ] [_______], and may
be discontinued at any time. The Fund may commence other continuous offerings
from time to time in the future. Any such continuous offering, if commenced, may
be discontinued at any time without notice. During any continuous offering of
the Fund's shares, shares of the Fund may be purchased only from selected
brokers and dealers.

During any continuous offering, the Fund's shares will be offered at a
price equal to the net asset value per share plus a maximum sales charge of
4.00%. Reductions in the sales charge will be available as described above under
"Initial Offering." The price will be determined based upon the net asset value
next calculated after the Distributor accepts your purchase order. Purchase
orders received by a selected broker-dealer by the close of regular business on
the NYSE, currently 4:00 p.m., Eastern time, including orders received after the
close of regular business on the previous day, and accepted by the Distributor
before 5:00 p.m., Eastern time, on the same day will be executed at the net
asset value per share calculated as of the close of business on the NYSE on that
day. If your purchase order is received after the times indicated above, your
order will be executed at the net asset value per share calculated as of the
close of business on the NYSE the next business day.

If the Fund commences a continuous offering, reductions in the sales load
may also be available depending upon the total cost of the shares you purchase.
A right of accumulation may allow you to combine the total cost of the shares
you purchase in the initial offering and in any future continuous offerings to
permit you to have the benefit, if you qualify, of a reduced sales charge for
your then current share purchase. However, the total cost of the shares owned by
you will only be taken into account in orders placed through a broker-dealer if
you notify your broker-dealer that you wish to take advantage of the right of
accumulation and provide sufficient information to permit confirmation of the
total cost of the shares of the Fund you own at the time that the subsequent
purchase is made.

SHAREHOLDER SERVICING FEE
- -------------------------

The Fund may pay selected brokers and dealers that are not affiliates of
the Fund or Munder a shareholder servicing fee to compensate them for providing
shareholder services and the maintenance of accounts. These services include
providing information and responding to shareholder questions about the
structure of the Fund, the availability of shares in any continuous offering,
and repurchase offers. The shareholder service fee is payable quarterly at an
annual rate of 0.50% of the value of the outstanding shares owned by customers
of such broker or dealer. This fee is accrued daily as an expense of the Fund.

OPENING AN ACCOUNT WITH THE FUND
- --------------------------------

To make an investment in the Fund, contact your financial advisor. Accounts
may be opened only through selected brokers and dealers. Shares are not
available in certificated form. Shares may be transferred to an account at
another broker or dealer only if the broker or dealer has entered into an
agreement with the Distributor relating to shares of the Fund.

The required minimum initial investment in the Fund is $10,000 except that
IRA accounts may be opened with $2,000. Additional investments during a
continuous offering, if any, must be at least $5,000 for regular accounts and
$2,000 for IRA accounts.

29
<PAGE>

SALES AT NET ASSET VALUE
- ------------------------

The following persons are eligible to purchase shares of the Fund at net
asset value, without payment of the front-end sales charge, and may hold shares
directly with the Fund [:__________ ].

Sales of the Fund at net asset value may also be made to employees of
selected brokers and dealers that offer shares of the Fund and to family members
of eligible investors. Family members include lineal descendants and ancestors,
siblings (and their spouses and children) and any company or organization
controlled by any of the foregoing.

During the period between the date of this Prospectus and _______, 2000,
employees of Munder, the Fund, its subsidiaries and service providers to the
Fund may purchase shares of the Fund at the Fund's then current net asset value.

GENERAL INFORMATION

DESCRIPTION OF THE FUND
- -----------------------

The Fund is registered under the 1940 Act as a closed-end, non-diversified
management investment company. The Fund was established as a business trust
under the laws of the State of Delaware on April 7, 2000 and has no operating
history. The Fund's office is located at 480 Pierce Street, Birmingham, MI 48009
and its telephone number is 800-4-MUNDER (800-468-6337). Investment management
services are provided to the Fund by Munder.

CONFLICTS OF INTEREST
- ---------------------

It is expected that the Fund will have transactions in the ordinary
course of business with firms and companies of which one or more trustees,
directors or officers is a trustee, director and/or officer of the Fund.

30
<PAGE>

[back cover of prospectus]

MUNDER @VANTAGE TRUST

480 Pierce Street
Birmingham, MI 48009

A Management Type
Non-Diversified, Closed-End
Investment Company

-----------------------------

[ ______ ] SHARES OF BENEFICIAL INTEREST

$25 per Share

-----------------------------

PROSPECTUS

[ ___________ ], 2000

UNTIL [ ________ ], 2000 ([90] CALENDAR DAYS AFTER THE COMMENCEMENT OF THE
OFFERING), ALL DEALERS EFFECTING TRANSACTIONS IN THESE SECURITIES, WHETHER OR
NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF THE SELECTED
BROKERS AND DEALERS TO DELIVER A PROSPECTUS IN CONNECTION WITH EACH SALE MADE
PURSUANT TO THIS OFFERING.

INVESTMENT ADVISER TRANSFER AGENT
Munder Capital Management PFPC Global Fund Services
480 Pierce Street 4400 Computer Drive
Birmingham, MI 48009 Westborough, MA 01581

CUSTODIAN/FUND ACCOUNTANT LEGAL COUNSEL
State Street Bank and Trust Company Dechert Price & Rhoads
2 Avenue de Lafayette 1775 Eye Street, N.W.
Boston, MA 02111 Washington, D.C. 20006

31
<PAGE>

SUBJECT TO COMPLETION, DATED MAY 9, 2000

THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE AND
MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THE SECURITIES HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE FUND MAY NOT SELL THESE
SECURITIES UNTIL THE REGISTRATION STATEMENT IS EFFECTIVE. THIS STATEMENT OF
ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.

STATEMENT OF ADDITIONAL INFORMATION

MUNDER @VANTAGE TRUST

[ _________ ] Shares of Beneficial Interest

480 Pierce Street
Birmingham, MI 48009

(248) 647-9200

THIS STATEMENT OF ADDITIONAL INFORMATION ("SAI") IS NOT A PROSPECTUS. THIS
SAI RELATES TO AND SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS OF MUNDER
@VANTAGE TRUST ("FUND") DATED [ ________ ], 2000. A COPY OF THE PROSPECTUS MAY
BE OBTAINED BY CONTACTING THE FUND AT THE TELEPHONE NUMBERS OR ADDRESS SET FORTH
ABOVE.

The date of this statement of additional information and the related
prospectus is [ ________ ], 2000.
<PAGE>

TABLE OF CONTENTS OF SAI

<TABLE>
<CAPTION>
<S> <C>
ADDITIONAL INVESTMENT POLICIES..............................................
TRUSTEES AND OFFICERS.......................................................
INVESTMENT ADVISORY AND OTHER SERVICES......................................
INDEPENDENT AUDITORS........................................................
CUSTODIAN, TRANSFER AGENT AND DIVIDEND PAYING AGENT.........................
PRINCIPAL DISTRIBUTOR FOLLOWING INITIAL OFFERING............................
BROKERAGE COMMISSIONS.......................................................
FINANCIAL STATEMENTS........................................................
APPENDIX A..................................................................
</TABLE>
<PAGE>

ADDITIONAL INVESTMENT POLICIES

The investment objective and principal investment strategies of the Fund,
as well as the principal risks associated with the Fund's investment strategies,
are set forth in the Prospectus. Certain additional investment information is
provided below.

FUNDAMENTAL POLICIES

The Fund's stated fundamental policies, which may not be changed without a
vote of shareholders, are listed below. Within the limits of these fundamental
policies, the Fund's management has reserved freedom of action. The Fund:

(1) May not issue senior securities such as bonds, notes or other
evidences of indebtedness, or otherwise borrow money, or issue
preferred stock unless, immediately after issuance, the net
assets of the Fund provide asset coverage (as defined in the
Investment Company Act of 1940, as amended ("1940 Act") of at
least 300% with respect to indebtedness and at least 200% with
respect to preferred stock.

(2) May not underwrite securities issued by other persons or engage
in the business of underwriting securities, except to the extent
the Fund may be deemed to be an underwriter within the meaning of
the Securities Act of 1933, as amended ("1933 Act") in connection
with the purchase and sale of its portfolio securities in the
ordinary course of pursuing its investment objective, policies
and program.

(3) May not purchase or sell real estate, except that the Fund may
purchase (a) securities of issuers that deal in real estate, (b)
securities that are directly or indirectly secured by interests
in real estate, and (c) securities that represent interests in
real estate and the Fund may acquire and dispose of real estate
or interests in real estate acquired through the exercise of its
rights as a holder of debt obligations secured by real estate or
interests therein.

(4) May not lend portfolio securities to broker-dealers or other
institutions, unless the Fund's investment adviser, Munder
Capital Management ("Munder"), believes such loans will be
beneficial to the Fund. The borrower must maintain with the Fund
cash or high-grade debt obligations equal to at least 102% of the
current market value of the securities loaned. Moreover, all such
loans taken together cannot exceed 10% of the value of the total
assets of the Fund. The Fund may purchase money market
securities, enter into repurchase agreements and acquire publicly
distributed and privately placed debt securities.

(5) With respect to its share repurchases:

. the Fund will make offers to repurchase shares every three
months (except under the circumstances described below
beginning at page [8], commencing [ _______ ], 2000, pursuant
to Rule 23c-3 under the 1940 Act, as that Rule may be amended
from time to time;

. a minimum of 5% of the Fund's outstanding shares of beneficial
interest will be subject to each repurchase offer, unless the
board of trustees establishes a different percentage, which
must be between 5% and 25%;

. the repurchase request due dates will be the [second] [Friday]
of each [ _____ ], [ _____ ], [ _____ ] and [ _____ ] (or the
preceding business day if that day is a New York Stock Exchange
holiday); and

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<PAGE>

. there will be a maximum 14 day period between the due date for
each repurchase request and the date on which the Fund's net
asset value for that repurchase is determined.

(6) May not invest more than 25% of the Fund's total assets in any
one industry, except that the Fund will invest more than 25% of
the value of its total assets in securities of companies
considered by Munder to significantly benefit from or derive
revenue from the Internet, advances in communications technology,
data processing technology and implementations thereof, generally
known as Internet technologies. Investments in securities issued
by the U.S. government or states or local governments or related
agencies and instrumentalities are not considered to be an
industry for these purposes.

(7) May not purchase or sell physical commodities and commodity
contracts, except that it may (a) enter into futures contracts
and options thereon in accordance with applicable law and (b)
purchase or sell physical commodities if acquired as a result of
ownership of securities or other instruments. The Fund will not
consider stock index, currency and other financial futures
contracts, swaps or hybrid instruments to be commodities.

OTHER OPERATING POLICIES

Securities Loans. All securities loans will be made pursuant to agreements
requiring the loans to be continuously secured by collateral in cash or high
grade debt obligations at least equal at all times to 102% of the current market
value of the loaned securities. The borrower pays to the Fund an amount equal to
any dividends or interest received on loaned securities. The Fund retains all
or a portion of the interest received on investment of cash collateral or
receive a fee from the borrower.

Securities loans are made to broker-dealers or institutional investors or
other persons, pursuant to agreements requiring that the loans be continuously
secured by collateral at least equal at all times to 102% of the current market
value of the loaned securities marked to market on a daily basis. The
collateral received will generally consist of cash, U.S. government securities,
letters of credit or such other collateral. While the securities are being
loaned, the Fund will continue to receive the equivalent of the interest or
dividends paid by the issuer on the loaned securities, as well as interest on
the investment of the collateral and/or a fee from the borrower or placing
agent. However, the Fund generally will pay certain administrative and
custodial fees in connection with each loan. The Fund has a right to call each
loan and obtain the securities on, at least, five business days' notice or, in
connection with securities trading on foreign markets, within such longer period
for purchases and sales of such securities in such foreign markets. The Fund
will generally not have the right to vote securities while they are being
loaned, but it is expected that Munder will call a loan in anticipation of any
important vote.

The risks in lending portfolio securities, as with other extensions of
secured credit, consist of possible delay in receiving additional collateral or
in the recovery of the loaned securities or the possible loss of rights in the
collateral should the borrower fail financially. In addition, the Fund is
responsible for any loss that might result from its investment of the borrower's
collateral. Loans will only be made to firms deemed by Munder to be of good
standing and will not be made unless, in the judgment of Munder, the
consideration to be earned from such loans would justify the risk.

FOREIGN SECURITIES. The Fund may invest in commercial paper and
certificates of deposit issued by foreign banks and may invest either directly
or through American Depositary Receipts ("ADRs"), European Depositary Receipts
("EDRs"), or Global Depositary Receipts ("GDRs") (collectively, "depositary
receipts") in other securities of foreign issuers. For a discussion of the risks
associated with investments in foreign securities, see "Risk Factors - Foreign
Securities" in the Prospectus.

Depositary receipts are instruments generally issued by domestic banks or
trust companies that represent the deposits of a security of a foreign issuer.
ADRs, which are traded in dollars on U.S. exchanges or over-the-counter, are
issued by domestic banks and evidence ownership of securities issued by foreign
corporations. EDRs are typically traded in Europe. GDRs are typically traded in
both Europe and the United States. Depositary receipts

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<PAGE>

may be issued under sponsored or unsponsored programs. In sponsored programs,
the issuer has made arrangements to have its securities traded in the form of a
depositary receipt. In unsponsored programs, the issuers may not be directly
involved in the creation of the program. Although regulatory requirements with
respect to sponsored and unsponsored depositary receipt programs are generally
similar, the issuers of securities represented by unsponsored depositary
receipts are not obligated to disclose material information in the United
States, and therefore, the import of such information may not be reflected in
the market value of such receipts. The Fund may invest up to 25% of its total
assets in direct investments in foreign securities (which limitation may be
changed without a shareholder vote). This 25% limit on investment in foreign
securities does not apply to investments in foreign securities through
depositary receipts that are traded in the United States or to commercial paper
and certificates of deposit issued by foreign banks.

Investment income received by the Fund from sources within foreign
countries may be subject to foreign income taxes withheld at the source. The
United States has entered into tax treaties with many foreign countries which
entitle the Fund to a reduced rate of such taxes or exemption from taxes on such
income. It is impossible to determine the effective rate of foreign tax in
advance since the amounts of the Fund's assets to be invested within various
countries is not known.

FOREIGN CURRENCY TRANSACTIONS. A forward foreign currency exchange
contract ("forward currency contract") is an agreement to purchase or sell a
specific currency at a future date and at a price set at the time the contract
is entered into. The Fund will generally enter into forward currency contracts
to fix the U.S. dollar value of a security it has agreed to buy or sell for the
period between the date the trade was entered into and the date the security is
delivered and paid for, or, to hedge the U.S. dollar value of securities it
owns.

The Fund may enter into a forward currency contract to sell or buy the
amount of a foreign currency it believes may experience a substantial movement
against the U.S. dollar. In this case the forward currency contract would
approximate the value of some or all of the Fund's portfolio securities
denominated in such foreign currency. Under normal circumstances, Munder will
limit forward currency contracts to not greater than 75% of the Fund's portfolio
position in any one country as of the date the forward currency contract is
entered into. This limitation will be measured at the point the hedging
transaction is entered into by the Fund. Under extraordinary circumstances,
Munder may enter into forward currency contracts in excess of 75% of the Fund's
portfolio position in any one country as of the date the contract is entered
into. The precise matching of the forward currency contract amounts and the
value of securities involved will not generally be possible since the future
value of such securities in foreign currencies will change as a consequence of
market involvement in the value of those securities between the date the forward
currency contract is entered into and the date it matures. The projection of
short-term currency market movement is extremely difficult, and the successful
execution of a short-term hedging strategy is highly uncertain. Under certain
circumstances, the Fund may commit up to the entire value of its assets which
are denominated in foreign currencies to the consummation of these foreign
currency contracts. Munder will consider the effect a substantial commitment of
the Fund's assets to forward currency contracts would have on the investment
program of the Fund and its ability to purchase additional securities.

Except as set forth above and immediately below, the Fund will not enter
into such forward currency contracts or maintain a net exposure to such
contracts where the consummation of the contracts would oblige the Fund to
deliver an amount of foreign currency in excess of the value of the Fund's
portfolio securities or other assets denominated in that currency. The Fund, in
order to avoid excess transactions and transaction costs, may nonetheless
maintain a net exposure to forward currency contracts in excess of the value of
the Fund's portfolio securities or other assets denominated in that currency
provided the excess amount is "covered" by cash or liquid, high-grade debt
securities, denominated in any currency, at least equal at all times to the
amount of such excess. Under normal circumstances, consideration of the prospect
for currency parities will be incorporated into the longer-term investment
decisions made with regard to overall diversification strategies. However,
Munder believes that it is important to have the flexibility to enter into such
forward currency contracts when it determines that the best interests of the
Fund will be served.

At the maturity of a forward currency contract, the Fund may either sell
the portfolio security and make delivery of the foreign currency, or it may
retain the security and terminate its contractual obligation to deliver the
foreign currency by purchasing an "offsetting" contract obligating it to
purchase, on the same maturity date, the same amount of the foreign currency.

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<PAGE>

As indicated above, it is impossible to forecast with absolute precision
the market value of portfolio securities at the expiration of the forward
currency contract. Accordingly, it may be necessary for the Fund to purchase
additional foreign currency on the spot market (and bear the expense of such
purchase) if the market value of the security is less than the amount of foreign
currency the Fund is obligated to deliver and if a decision is made to sell the
security and make delivery of the foreign currency. Conversely, it may be
necessary to sell on the spot market some of the foreign currency received upon
the sale of the portfolio security if its market value exceeds the amount of
foreign currency the Fund is obligated to deliver. However, the Fund may use
liquid, high-grade debt securities, denominated in any currency, to cover the
amount by which the value of a forward contract exceeds the value of the
securities to which it relates.

If the Fund retains the portfolio security and engages in offsetting
transactions, the Fund will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. If the Fund
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward prices decline
during the period between the Fund's entering into a forward currency contract
for the sale of a foreign currency and the date it enters into an offsetting
contract for the purchase of the foreign currency, the Fund will realize a gain
to the extent the price of the currency it has agreed to sell exceeds the price
of the currency it has agreed to purchase. Should forward prices increase, the
Fund will suffer a loss to the extent the price of the currency it has agreed to
purchase exceeds the price of the currency it has agreed to sell.

The Fund's dealing in forward foreign currency exchange contracts will be
limited to the transactions described above. Of course, the Fund is not required
to enter into forward currency contracts with regard to its foreign currency-
denominated securities and will not do so unless deemed appropriate by Munder.
It also should be realized that this method of hedging against a decline in the
value of a currency does not eliminate fluctuations in the underlying prices of
the securities. It simply establishes a rate of exchange at a future date.
Additionally, although such contracts tend to minimize the risk of loss due to a
decline in the value of a hedged currency, at the same time, they tend to limit
any potential gain which might result from an increase in the value of that
currency.

Shareholders should be aware of the costs of currency conversion. Although
foreign exchange dealers do not charge a fee for conversion, they do realize a
profit based on the difference ("spread") between the prices at which they are
buying and selling various currencies. Thus, a dealer may offer to sell a
foreign currency to the Fund at one rate, while offering a lesser rate of
exchange should the Fund desire to resell that currency to the dealer.

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements with
commercial banks and broker-dealers as a short-term cash management tool. A
repurchase agreement is an agreement under which the Fund acquires a security,
generally a U.S. Government obligation, subject to resale at an agreed upon
price and date. The resale price reflects an agreed upon interest rate effective
for the period of time the Fund holds the security and is unrelated to the
interest rate on the security. The Fund's repurchase agreements will at all
times be fully collateralized.

Repurchase agreements could involve certain risks in the event of
bankruptcy or other default by the seller. If a seller under a repurchase
agreement were to default on the agreement and be unable to repurchase the
security subject to the repurchase agreement, the Fund would look to the
collateral underlying the seller's repurchase agreement, including the security
subject to the repurchase agreement, for satisfaction of the seller's obligation
to the Fund. In the event a repurchase agreement is considered a loan and the
seller defaults, the Fund might incur a loss if the value of the collateral
declines and may incur disposition costs in liquidating the collateral. In
addition, if bankruptcy proceedings are commenced with respect to the seller,
realization of the collateral may be delayed or limited and a loss may be
incurred. Repurchase agreements are typically entered into for periods of one
week or less. The staff of the SEC currently takes the position that repurchase
agreements maturing in more than seven days are illiquid securities.

ILLIQUID SECURITIES. The Fund may invest in illiquid securities, including
restricted securities (i.e., securities not readily marketable without
registration under the 1933 Act) and other securities that are not readily
marketable. These may include restricted securities that can be offered and sold
only to "qualified institutional buyers" under Rule 144A of the 1933 Act. There
is no limit to the percentage of the Fund's net assets that may be invested in
illiquid securities.

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Rights and Warrants. The Fund may invest in common stock rights and
warrants believed by Munder to provide capital appreciation opportunities.
Common stock rights and warrants may be purchased separately or may be received
as part of a unit or attached to securities purchased. Warrants are securities
that give the holder the right, but not the obligation to purchase equity issues
of the company issuing the warrants, or a related company, at a fixed price
either on a date certain or during a set period. At the time of issue, the cost
of a warrant is substantially less than the cost of the underlying security
itself, and price movements in the underlying security are generally magnified
in the price movements of the warrant. This effect enables the investor to gain
exposure to the underlying security with a relatively low capital investment but
increases an investor's risk in the event of a decline in the value of the
underlying security and can result in a complete loss of the amount invested in
the warrant. In addition, the price of a warrant tends to be more volatile
than, and may not correlate exactly to, the price of the underlying security.
If the market price of the underlying security is below the exercise price of
the warrant on its expiration date, the warrant will generally expire without
value.

The equity security underlying a warrant is authorized at the time the
warrant is issued or is issued together with the warrant. Investing in warrants
can provide a greater potential for profit or loss than an equivalent investment
in the underlying security, and, thus, can be a speculative investment. The
value of a warrant may decline because of a decline in the value of the
underlying security, the passage of time, changes in interest rates or in the
dividend or other policies of the company whose equity underlies the warrant or
a change in the perception as to the future price of the underlying security, or
any combination thereof. Warrants generally pay no dividends and confer no
voting or other rights other than to purchase the underlying security.

PUT OPTIONS. The Fund may purchase put options on portfolio securities in
an attempt to provide a hedge against a decrease in the market price of an
underlying security held by the Fund. The Fund will not purchase options for
speculative purposes.

Purchasing a put option gives the Fund the right to sell, and obligates the
writer to buy, the underlying security at the exercise price at any time during
the option period. This hedge protection is provided during the life of the put
option since the Fund, as holder of the put option, can sell the underlying
security at the put exercise price regardless of any decline in the underlying
security's market price. In order for a put option to be profitable, the market
price of the underlying security must decline sufficiently below the exercise
price to cover the premium and transaction costs. By using put options in this
manner, the Fund will reduce any profit it might otherwise have realized in the
underlying security by the premium paid for the put option and by the
transaction costs.

Because a purchased put option gives the purchaser a right and not an
obligation, the purchaser is not required to exercise the option. If the
underlying position incurs a gain, the Fund would let the option expire
resulting in a reduced profit on the underlying security equal to the cost of
the put option premium and transaction costs.

When the Fund purchases an option, it is required to pay a premium to the
party writing the option and a commission to the broker selling the option. If
the option is exercised by the Fund, the premium and the commission paid may be
greater than the amount of the brokerage commission charged if the security were
to be purchased or sold directly. The cost of the put option is limited to the
premium plus commission paid. The Fund's maximum financial exposure will be
limited to these costs.

The Fund may purchase both listed and over-the-counter put options. Options
traded in the over-the-counter market may not be as actively traded as those on
an exchange. Accordingly, it may be more difficult to value such options. In
addition, it may be difficult to enter into closing transactions with respect to
options traded over-the-counter and the Fund will be exposed to the risk of
counterparty nonperformance in the case of over-the-counter put options. The
Fund will engage in such transactions only with firms of sufficient credit so as
to minimize these risks. Such options and the securities used as "cover" for
such options may be considered illiquid securities.

Put options on securities may not be available to the Fund on reasonable
terms in many situations and the Fund may frequently choose not to purchase
options even when they are available. The Fund's ability to engage in option
transactions may be limited by tax considerations.

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TEMPORARY DEFENSIVE POSITION. In an attempt to respond to adverse market,
economic, political, or other conditions, the Fund may invest up to 100% of its
assets in cash or cash equivalents including, but not limited to, prime
commercial paper, bank certificates of deposit, bankers' acceptances or
repurchase agreements for such securities, and securities of the U.S. Government
and its agencies and instrumentalities, as well as cash and cash equivalents
denominated in foreign currencies. The Fund's investments in foreign cash
equivalents will be limited to those that, in the opinion of Munder, equate
generally to the standards established for U.S. cash equivalents. Investments in
bank obligations will be limited at the time of investment to the obligations of
the 100 largest domestic banks in terms of assets which are subject to
regulatory supervision by the U.S. Government or state governments, and the
obligations of the 100 largest foreign banks in terms of assets with branches or
agencies in the United States.

SHARE REPURCHASES

The Fund may not suspend or postpone a repurchase offer except pursuant to
a vote of a majority of the Trustees, including a majority of the disinterested
Trustees, and only:

. If the repurchase would cause the Fund to lose its status as a regulated
investment company under Subchapter M of the Internal Revenue Code;

. For any period during which the New York Stock Exchange or any other
market in which the securities owned by the Fund are principally traded
is closed, other than customary weekend and holiday closings, or during
which trading in such market is restricted;

. For any period during which an emergency exists as a result of which
disposal by the Fund of securities owned by it is not reasonably
practicable, or during which it is not reasonably practicable for the
Fund fairly to determine the value of its net assets; or

. For such other periods as the SEC may by order permit for the protection
of shareholders of the Fund.

TRUSTEES AND OFFICERS

A listing of the Trustees and officers of the Fund and their business
experience for the past five years follows. An asterisk (*) indicates Trustees
who are "interested persons" of the Fund (as defined in Section 2(a)(19) of the
1940 Act).

<TABLE>
<CAPTION>
Name, (Age) Position(s) Held Principal Occupation(s)
and Address with Fund During the Past 5 Years
- ----------- ----------------- -----------------------
<S> <C> <C>
James C. Robinson* Trustee/President Chief Executive Officer of the Adviser (January 2000 to
480 Pierce Street present); Executive Vice President of the Adviser
Suite 300 (February 1998 to December 1999); and Chief Investment
Birmingham, MI 48009 Officer/Fixed Income of the Advisor (January 1995 to
(38) December 1999).

[ _______________ ] Trustee [ _________________________ ]
[( )] [ _________________________ ]
[ _________________________ ]
[ _______________ ] Trustee [ _________________________ ]
[( )] [ _________________________ ]
[ _________________________ ]
[ _______________ ] Trustee [ _________________________ ]
[( )] [ _________________________ ]
[ _________________________ ]
[ _______________ ] Trustee [ _________________________ ]
[( )] [ _________________________ ]
[ _________________________ ]
</TABLE>

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AGGREGATE TOTAL COMPENSATION FROM
COMPENSATION ACCRUED AS PART REGISTRANT AND FUND
NAME, POSITION FROM FUND (1) OF FUND EXPENSES (1) COMPLEX PAID TO TRUSTEES (1)
- --------------- ------------- -------------------- ----------------------------
<S> <C> <C> <C>
[ ___________ ] $[ ___________ ] $[ ___________ ] $[ ___________ ]
[ ___________ ] $[ ___________ ] $[ ___________ ] $[ ___________ ]
[ ___________ ] $[ ___________ ] $[ ___________ ] $[ ___________ ]
[ ___________ ] $[ ___________ ] $[ ___________ ] $[ ___________ ]
</TABLE>

- ---------------
(1) Based on remuneration expected to be paid to the Trustees of the Fund for
the fiscal year ended ________, 2000.

[Trustees and] officers of the Fund are also [Trustees and] officers of
some or all of the other investment companies in the Munder Funds.

The Executive Committee of the Board of Trustees has the power to: (a)
determine the value of securities and assets owned by the Fund; (b) elect or
appoint officers of the Fund to serve until the next meeting of the Board
succeeding such action; and (c) determine the price at which shares of the Fund
will be issued and sold. All actions taken by the Executive Committee will be
recorded and reported to the full Board of Trustees at their next meeting
succeeding such action. The members of the Executive Committee will consist of:

INVESTMENT ADVISORY AND OTHER SERVICES

THE ADVISER. The Adviser of the Fund is Munder Capital Management, a
Delaware general partnership. The general partners of the Adviser are WAM
Holdings, Inc. ("WAM"), WAM Holdings II, Inc. ("WAM II"), and Munder Group, LLC.
WAM and WAM II are wholly-owned subsidiaries of Comerica Bank - Ann Arbor, which
in turn is a wholly-owned subsidiary of Comerica Incorporated, a publicly-held
bank holding company.

Subject to the control of the Fund's Board of Trustees, Munder, as the
investment adviser, manages the investment of the assets of the Fund and
administers its business and other affairs pursuant to an Investment Advisory
Agreement approved by the Board of Trustees and the sole initial shareholder of
the Fund, (the "Advisory Agreement").

Under the terms of the Advisory Agreement, Munder furnishes continuing
investment supervision to the Fund and is responsible for the management of the
Fund. The responsibility for making decisions to buy, sell or hold a particular
security rests with Munder, subject to review by the Fund's Board of Trustees.

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 such approval, and (b) either (i) the vote
of a majority of the

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outstanding voting securities of the affected Fund, or (ii) the vote of a
majority of the Board of Trustees. The Advisory Agreement is terminable with
respect to the Fund 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, on 60 days written notice to the Advisor. The Advisor may also
terminate its advisory relationship with respect to the Fund without penalty on
90 days written notice to the Company, as applicable. The Advisory Agreement
terminates automatically in the event of its assignment (as defined in the 1940
Act).

Munder also serves as investment adviser to [ ____ ] open-end management
investment companies as well as institutional and individual accounts. There
are no other management-related service contracts under which services are
provided to the Fund. No person or persons, other than the Trustees, directors,
officers or employees of Munder and the Fund, regularly advise the Fund with
respect to its investments.

All of the officers of the Fund listed above are officers or employees of
Munder. Their affiliations with the Fund and with Munder are provided under
their principal business occupations.

The Fund pays Munder an advisory fee for its services, calculated daily and
payable monthly, equal to 2.00% of the average daily net assets of the Fund.
This advisory fee is higher than the advisory fees paid by most U.S. investment
companies.

The Fund and Munder have each adopted a code of ethics pursuant to Rule
17j-1 of the 1940 Act.

INDEPENDENT AUDITORS

Ernst & Young LLP, 200 Clarendon Street, Boston, MA 02116, has been
selected as independent auditors for the Fund and in such capacity will audit
the Fund's annual financial statements and financial highlights.

CUSTODIAN, TRANSFER AGENT AND DIVIDEND PAYING AGENT

State Street Bank and Trust Company, 2 Avenue de Lafayette, Boston, MA
02111, has been selected as custodian to the Fund. It also is responsible for
the determination of the net asset value of the Fund and maintains the Fund's
accounting records.

PFPC Global Fund Services, 4400 Computer Drive, Westborough, MA 01581, has
been selected as the transfer agent and dividend paying agent of the Fund, and
performs certain record keeping functions for the Fund. In other words, PFPC
Global Services, Inc. maintains the records of shareholder accounts and
furnishes dividend paying, redemption and related services.

PRINCIPAL DISTRIBUTOR FOLLOWING INITIAL OFFERING

Chase H&Q, a division of Chase Securities Inc., One Bush Street, San
Francisco, CA 94104, will act as general distributor of the shares of the Fund
during any continuous offering of the Fund's shares following the initial
offering.

BROKERAGE COMMISSIONS

Munder will seek the most favorable price and execution in the purchase and
sale of portfolio securities of the Fund. When two or more of the investment
companies or other investment advisory clients of Munder desire to buy or sell
the same security at the same time, the securities purchased or sold are
allocated by Munder in a manner believed to be equitable to each. There may be
possible advantages or disadvantages to such transactions with respect to price
or the size of positions readily obtainable or saleable.

In over-the-counter markets, the Fund deals with responsible primary market
makers unless a more favorable execution or price is believed to be obtainable.
The Fund may buy securities from or sell securities to dealers acting as
principal, except dealers with which its trustees and/or officers are
affiliated.

10
<PAGE>

The Fund does not plan to execute any portfolio transactions with, and
therefore will not pay any commissions to, any broker affiliated, directly or
indirectly, with either the Munder, or underwriter.

Consistent with seeking the most favorable price and execution when buying
or selling portfolio securities, Munder may give consideration to the research,
statistical, and other services furnished by brokers or dealers to Munder for
its use, as well as the general attitude toward and support of investment
companies demonstrated by such brokers or dealers. Such services include
supplemental investment research, analysis, and reports concerning issuers,
industries, and securities deemed by Munder to be beneficial to the Fund. In
addition, Munder is authorized to place orders with brokers who provide
supplemental investment and market research and security and economic analysis,
although the use of such brokers may result in a higher brokerage charge to the
Fund than the use of brokers selected solely on the basis of seeking the most
favorable price and execution, and although such research and analysis may be
useful to Munder in connection with its services to clients other than the Fund.

FINANCIAL STATEMENTS

The following comprise the financial statements of the Fund:

. Independent Auditors' Report.
. Statement of Assets and Liabilities.
. Statement of Operations.
. Notes to the Financial Statements.

11
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Trustees and Shareholder of The Munder @Vantage Trust:

[LETTER BODY]

Ernst & Young LLP
Boston, MA

_______, 2000

12
<PAGE>

STATEMENT OF ASSETS AND LIABILITIES

________________
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Cash............................................................. $______
Prepaid expenses................................................. $______
Total assets................................................. $______

LIABILITIES

Accrued expenses payable......................................... $______
Commitments and contingencies (Notes 1 and 2)

Net assets equivalent to $_____ per share (applicable to _____
shares of beneficial interest, $0.01 Par value; unlimited
amount of shares authorized).................................... $______
</TABLE>

13
<PAGE>

STATEMENT OF OPERATIONS

For the period from the date of organization,
_____, 2000 to _____, 2000

<TABLE>
<CAPTION>
<S> <C>
Income.......................................................... $
Expenses:
Organization expenses...........................................
Less: Reimbursement of expenses by Manager......................
Net expenses....................................................
Net income...................................................... $
</TABLE>

NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION

NOTE 2. MANAGEMENT AGREEMENT

NOTE 3. INCOME TAXES

14
<PAGE>

APPENDIX A

15
<PAGE>

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

1. Financial Statements:

PART A: Financial Highlights (not applicable).

PART B: Independent Auditors' Report
Statement of Assets and Liabilities
Statement of Operations
Notes to Financial Statements

2. Exhibits:

a. Charter of Registrant.

b. Bylaws of Registrant.

c. Not Applicable.

d. Not Applicable.

e. Registrant's Automatic Reinvestment Plan.*

f. Not Applicable.

g. Investment Management Agreement between Registrant and
Munder Capital Management.*

h. (1) Distribution Agreement between Registrant and Chase H&Q*

(2) Form of Selected Broker Agreement.*

(3) Form of Selected Dealer Agreement.*

(4) Form of Shareholder Servicing Agreement.*

i. Not Applicable.

j. Custody and Fund Accounting Agreement between Registrant and
State Street Bank and Trust Company.*

k. (1) Transfer Agent Services Agreement between Registrant and PFPC
Global Fund Services.*

(2) Administrative Services Agreement between Registrant and State
Street Bank and Trust Company.*

l. Opinion and Consent of Counsel.*

m. Not Applicable.

n. Consent of Independent Auditors.*

o. Not Applicable.

<PAGE>

p. Agreement with respect to Seed Capital.*

q. Traditional/Roth IRA Account Opening Information for Registrant.*

r. Codes of Ethics applicable to the Registrant.*
-------------------------
*To be filed by amendment.

Item 25. Marketing Arrangements: Not Applicable.

Item 26. Other Expenses of Issuance and Distribution:

<TABLE>
<CAPTION>
<S> <C>
Registration fees................................................ $_______
Legal fees....................................................... $_______
Accounting fees.................................................. $_______
Miscellaneous (mailing, etc.).................................... $_______

Total............................................................ $_______
</TABLE>

Item 27. Persons Controlled by or Under Common Control with Registrant: None.

Item 28. Number of Holders of Securities

As of __________, 2000

Title of Class Number of Recordholders
Beneficial Interest 1

Item 29. Indemnification

Reference is made to Article VII, Section 3 of the Registrant's Declaration
of Trust and to Article VI, Section 2 of the Registrant's By-Laws each filed as
an exhibit to this Registration Statement. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
trustees, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised by the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, 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 a trustee, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities 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 issue.

Item 30. Business and Other Connections of Investment Adviser:

Munder Capital Management

<TABLE>
<CAPTION>
NAME POSITION WITH ADVISOR
<S> <C>
Munder Group LLC Partner
WAM Holdings, Inc. Partner
WAM Holdings II, Inc. Partner
Leonard J. Barr, II Senior Vice President and Director of Research
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
NAME POSITION WITH ADVISOR
<S> <C>
Enrique Chang Chief Investment Officer of Equities
Clark Durant Vice President and President of Munder Charitable Gift Fund
Elyse G. Essick Vice President and Director of Communications and Client Services
Sharon E. Fayolle Vice President and Director of Cash Management
Otto G. Hinzmann Vice President and Director of Equity Portfolio Management
Anne K. Kennedy Vice President and Director of Portfolio Management
Michael Monahan Chairman
Ann F. Putallaz Vice President and Director of Retirement Services Group
James C. Robinson Chief Executive Officer
Peter G. Root Vice President and Chief Investment Officer of Fixed Income
</TABLE>

For further information relating to the Adviser's officers, reference is made to
Form ADV filed under the Investment Advisers Act of 1940 by Munder Capital
Management. See File No. 801-48394.

World Asset Management

<TABLE>
<CAPTION>
NAME POSITION WITH ADVISOR
<S> <C>
Todd B. Johnson President, Chief Investment Officer and Chief Executive
Officer
Robert J. Kay Director, Client Services
Theodore D. Miller Director, International Investments
Kenneth A. Schluchter, III Director, Domestic Investments
</TABLE>

For further information relating to the World Asset Management's officers,
reference is made to Form ADV filed under the Investment Advisers Act of
1940 by World Asset Management, SEC File No. 801-55795.

Item 31. Location of Accounts and Records:

Adviser: Munder Capital Management
480 Pierce Street
Birmingham, MI 48009

Custodian: State Street Bank & Trust
2 Avenue de Lafayette
Boston, MA 02111

Item 32. Management Services: Not Applicable.

Item 33. Undertakings:

I. The Registrant undertakes to suspend the offering of shares until the
prospectus is amended if (1) subsequent to the effective date of its
registration statement, the net asset value declines more than ten
percent from its net asset value as of the effective date of the
registration statement.

II. The Registrant undertakes that:

(a) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
<PAGE>

(b) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

III. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery within two business days
of receipt of a written or oral request, the Registrant's Statement
of Additional Information.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned, its
duly authorized representative, in the City of Birmingham, State of Michigan, on
the 9th day of May, 2000.

MUNDER INTERNET TRUST

By: /s/ James C. Robinson
-----------------------------------------
President

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed below by the following persons, in
the capacities indicated on May 9, 2000.

<TABLE>
<CAPTION>
<S> <C>
/s/ James C. Robinson President and Trustee
- --------------------------
James C. Robinson
</TABLE>

In addition to signing this amendment to the registration statement, the
following trustee of Munder Internet Trust hereby constitutes and appoints Jane
A. Kanter, Patrick W.D. Turley and Scott M. Zoltowski and each of them
individually, his attorneys-in-fact and agents, with full power of substitution
and re-substitution, in his or her name and stead, in his or her capacity as
such Trustee, to sign and file such further amendments to the registration
statement, and any and all applications or other documents to be filed with the
Securities and Exchange Commission pertaining thereto, with full power and
authority to do and perform all acts and things requisite and necessary to be
done on the premises.

<TABLE>
<CAPTION>
<S> <C>
/s/ James C. Robinson Trustee
- --------------------------
James C. Robinson
</TABLE>
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
a. Declaration of Trust
b. By-laws

</TABLE>

<PAGE>

EXHIBIT 99.1

DECLARATION OF TRUST

THE MUNDER INTERNET TRUST,

a Delaware Business Trust

Dated as of April 7, 2000

480 Pierce Street
Birmingham, MI 48009
--------------------

<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>

ARTICLE I Name and Definitions................................................ 1
Section 1. Name................................................................ 1
Section 2. Definitions......................................................... 1
(a) "By-Laws"........................................................... 1
(b) "Certificate of Trust".............................................. 1
(c) "Class"............................................................. 1
(d) "Commission"........................................................ 1
(e) "Declaration of Trust".............................................. 1
(f) "Delaware Act"...................................................... 1
(g) "Interested Person"................................................. 2
(h) "Manager"........................................................... 2
(i) "1940 Act".......................................................... 2
(j) "Person"............................................................ 2
(k) "Principal underwriter"............................................. 2
(l) "Series"............................................................ 2
(m) "Shareholder"....................................................... 2
(n) "Shares"............................................................ 2
(o) "Trust"............................................................. 2
(p) "Trust Property".................................................... 2
(q) "Trustees".......................................................... 2

ARTICLE II Purpose of Trust.................................................... 2

ARTICLE III Shares.............................................................. 3
Section 1. Division of Beneficial Interest..................................... 3
Section 2. Ownership of Shares................................................. 4
Section 3. Transfer of Shares.................................................. 4
Section 4. Investments in the Trust............................................ 4
Section 5. Status of Shares and Limitation of Personal Liability............... 4
Section 6. Establishment and Designation of Series or Class.................... 4
Section 7. Indemnification of shareholders..................................... 7

ARTICLE IV Trustees............................................................ 7
Section 1. .................................................................... 7
(a) Number.............................................................. 7
(b) Election and Tenure................................................. 7
(c) Mandatory Election by Shareholders.................................. 8
</TABLE>

-i-
<PAGE>

Section 2. Effect of Death, Resignation, ...................................... 8
Section 3. Powers.............................................................. 8
Section 4. Payment of Expenses by the Trust.................................... 11
Section 5. Payment of Expenses by Shareholders................................. 12
Section 6. Ownership of Assets of the Trust.................................... 12
Section 7. Service Contracts................................................... 12
Section 8. Trustees and Officers as Shareholders............................... 14

ARTICLE V Shareholders' Voting Powers and Meetings............................ 14
Section 1. Voting Powers, Meetings, Notice, and Record Dates................... 14
Section 2. Quorum and Required vote............................................ 14
Section 3. Record Dates........................................................ 15
Section 4. Additional Provisions............................................... 15

ARTICLE VI Net Asset Value, Distributions and Redemptions...................... 15
Section 1. Determination of Net Asset Value, Net Income, and Distributions..... 15
Section 2. Redemptions and Repurchases......................................... 15

ARTICLE VII Compensation, Limitation of Liability and Indemnificationof Trustees 16
Section 1. Compensation........................................................ 16
Section 2. Indemnification..................................................... 17
Section 3. Trustee's Good Faith Action, Expert Advice, No Bond or Surety....... 18
Section 4. Insurance........................................................... 18

ARTICLE VIII Miscellaneous....................................................... 18
Section 1. Liability of Third Persons Dealing with Trustees.................... 18
Section 2. Termination of the Trust or Any Series or Class..................... 19
Section 3. Reorganization...................................................... 19
Section 4. Amendments.......................................................... 20
Section 5. Filing of Copies, References, Headings.............................. 20
Section 6. Applicable Law...................................................... 21
Section 7. Provisions in Conflict with Law or Regulations...................... 21
Section 8. Business Trust Only................................................. 22

</TABLE>

-ii-
<PAGE>

DECLARATION OF TRUST

THE MUNDER INTERNET TRUST

THIS DECLARATION OF TRUST is made and entered into as of the date set forth
below by the Trustees named hereunder for the purpose of forming a Delaware
business trust in accordance with the provisions hereinafter set forth.

NOW, THEREFORE, the Trustees hereby direct that the certificate of Trust be
filed with the office of the secretary of state of the state of Delaware and do
hereby declare that the Trustees will hold IN TRUST all cash, securities, and
other assets which the Trust now possesses or may hereafter acquire from time to
time in any manner and manage and dispose of the same upon the following terms
and conditions for the benefit of the holders of shares of this Trust.

ARTICLE I

NAME AND DEFINITIONS

SECTION 1. NAME. This Trust shall be known as The Munder Internet Trust and
the Trustees shall conduct the business of the Trust under that name or any
other name as they may from time to time determine.

SECTION 2. DEFINITIONS. Whenever used herein, unless otherwise required by
the context or specifically provided:
(a) "By-Laws" shall mean the By-Laws of the Trust as amended from time to
time, which By-Laws are expressly herein incorporated by reference as part
of the "governing instrument" within the meaning of the Delaware Act;
(b) "Certificate of Trust" means the certificate of trust, as amended or
restated from time to time, filed by the Trustees in the office of the
Secretary of State of the state of Delaware in accordance with the Delaware
Act;
(c) "Class" means a class of shares of a Series of the Trust established in
accordance with the provisions of Article III hereof;
(d) "Commission" shall have the meaning given such term in the 1940 Act;
(e) "Declaration of Trust" means this Declaration of Trust, as amended or
restated from time to time;
(f) "Delaware Act" means the Delaware Business Trust Act 12 Del. C. Section
3801 et seq., as amended from time to time;
<PAGE>

(g) "Interested Person" shall have the meaning given it in section 2(a)(19) of
the 1940 Act;
(h) "Manager" means a party furnishing services to the Trust pursuant to any
contract described in Article IV, section 7(a) hereof;
(i) "1940 Act" means the Investment company Act of 1940 and the rules and
regulations thereunder, all as amended from time to time;
(j) "Person" means and includes individuals, corporations, partnerships,
trusts, associations, joint ventures, estates, and other entities, whether
or not legal entities, and governments and agencies and political
subdivisions thereof, whether domestic or foreign;
(k) "Principal underwriter" shall have the meaning given such term in the 1940
Act;
(l) "Series" means each series of shares established and designated under or
in accordance with the provisions of Article III hereof;
(m) "Shareholder" means a record owner of outstanding shares;
(n) "Shares" means the shares of beneficial interest into which the beneficial
interest in the Trust shall be divided from time to time and includes
fractions of shares as well as whole shares;
(o) "Trust" means the Delaware Business Trust established under the Delaware
Act by this Declaration of Trust and the filing of the certificate of Trust
in the office of the Secretary of State of the State of Delaware;
(p) "Trust Property" means any and all property, real or personal, tangible or
intangible, which is from time to time owned or held by or for the account
of the Trust; and
(q) "Trustees" means the "Person" or "Persons" who have signed this
Declaration of Trust and all other Persons who may from time to time be
duly elected or appointed to serve as Trustees in accordance with the
provisions hereof, in each case so long as such Person shall continue in
office in accordance with the terms of this Declaration of Trust, and
reference herein to a Trustee or the Trustees shall refer to such Person or
Persons in his or her or their capacity as Trustees hereunder.

ARTICLE II

PURPOSE OF TRUST

The purpose of the Trust is to conduct, operate and carry on the business
of a management investment company registered under the 1940 Act as the Trustees
may from time to time determine pursuant to their authority.

-2-
<PAGE>

ARTICLE III

SECTION 1. DIVISION OF BENEFICIAL INTEREST. The Trustees may authorize that
the beneficial interest in the Trust be divided into one or more series. The
Trustees may divide each series into two or more classes. Subject to the
further provisions of this Article III and any applicable requirements of the
1940 Act, the Trustees shall have full power and authority, in their sole
discretion, and without obtaining any authorization or vote of the shareholders
of any series or class thereof, (i) to divide the beneficial interest in each
Series or Class thereof into Shares, with or without par value as the Trustees
shall determine, (ii) to issue Shares without limitation as to number (including
fractional shares) to such Persons and for such amount and type of
consideration, subject to any restriction set forth in the By-Laws, including
cash or securities, at such time or times and on such terms as the Trustees may
deem appropriate, (iii) to establish and designate and to change in any manner
any Series or Class thereof and to fix such preferences, voting powers, rights,
duties and privileges and business purpose of each Series or Class thereof as
the Trustees may from time to time determine, which preferences, voting powers,
rights, duties and privileges may be senior or subordinate to (or in the case of
business purpose, different from) any existing Series or Class thereof and may
be limited to specified property or obligations of the Trust or profits and
losses associated with specified property or obligations of the Trust, (iv) to
divide or combine the shares of any Series or Class thereof into a greater or
lesser number without thereby materially changing the proportionate beneficial
interest of the shares of such Series or Class thereof in the assets held with
respect to that Series, (v) to classify or reclassify any issued shares of any
Series or Class thereof into shares of one or more Series or Classes thereof;
(vi) to change the name of any Series or Class thereof; (vii) to abolish any one
or more Series or Classes thereof; and (viii) to take such other action with
respect to the shares as the Trustees may deem desirable.

Subject to the distinctions permitted among Classes of the same Series as
established by the Trustees, consistent with the requirements of the 1940 Act,
each share of a Series of the Trust shall represent an equal beneficial interest
in the net assets of such Series, and each holder of shares of a Series shall be
entitled to receive such holder's pro rata share of distributions of income and
capital gains, if any, made with respect to such Series. Upon redemption of the
shares of any Series, the applicable Shareholder shall be paid solely out of the
funds and property of such Series of the Trust.

All references to shares in this Declaration of Trust shall be deemed to be
shares of any or all Series or Classes thereof, as the context may require. All
provisions herein relating to the Trust shall apply equally to each Series of
the Trust and each class thereof, except as the context otherwise requires.

All Shares issued hereunder, including, without limitation, Shares issued
in connection with a dividend in shares or a split or reverse split of Shares,
shall be fully paid and non-assessable. Except as otherwise provided by the
Trustees, Shareholders shall have no preemptive or other right to subscribe to
any additional Shares or other securities issued by the Trust.

-3-
<PAGE>

SECTION 2. OWNERSHIP OF SHARES. The ownership of Shares shall be recorded on
the books of the Trust or those of a transfer or similar agent for the Trust,
which books shall be maintained separately for the Shares of each Series or
Class of the Trust. No certificates certifying the ownership of Shares shall be
issued except as the Trustees may otherwise determine from time to time. The
Trustees may make such rules as they consider appropriate for the issuance of
Share certificates, the transfer of Shares of each Series or Class of the Trust
and similar matters. The record books of the Trust as kept by the Trust or any
transfer or similar agent, as the case may be, shall be conclusive as to the
identity of the Shareholders of each Series or Class of the Trust and as to the
number of Shares of each Series or Class of the Trust held from time to time by
each Shareholder.

SECTION 3. TRANSFER OF SHARES. Except as otherwise provided by the Trustees,
shares shall be transferable on the books of the Trust only by the record holder
thereof or by his or her duly authorized agent upon delivery to the Trustees or
the Trust's transfer agent of a duly executed instrument of transfer, together
with a Share certificate if one is outstanding, and such evidence of the
genuineness of each such execution and authorization and of such other matters
as may be required by the Trustees. Upon such delivery, and subject to any
further requirements specified by the Trustees or contained in the By-Laws, the
transfer shall be recorded on the books of the Trust. Until a transfer is so
recorded, the Shareholder of record of Shares shall be deemed to be the holder
of such Shares for all purposes hereunder and neither the Trustees nor the
Trust, nor any transfer agent or registrar or any officer, employee, or agent of
the Trust, shall be affected by any notice of a proposed transfer.

SECTION 4. INVESTMENTS IN THE TRUST. Investments may be accepted by the
Trust from Persons, at such times, on such terms, and for such consideration as
the Trustees from time to time may authorize.

SECTION 5. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY. Shares
shall be deemed to be personal property giving only the rights provided in this
instrument. Every Shareholder by virtue of having become a Shareholder shall be
held to have expressly assented and agreed to the terms hereof. The death,
incapacity, dissolution, termination, or bankruptcy of a Shareholder during the
existence of the Trust shall not operate to terminate the Trust, nor entitle the
representative of any such Shareholder to an accounting or to take any action in
court or elsewhere against the Trust or the Trustees, but entitles such
representative only to the rights of such Shareholder under this Trust.
Ownership of Shares shall not entitle the Shareholder to any title in or to the
whole or any part of the Trust Property or right to call for a participation or
division of the same or for an accounting, nor shall the ownership of Shares
constitute the Shareholders as partners. No Shareholder shall be personally
liable for the debts, liabilities, obligations and expenses incurred by,
contracted for, or otherwise existing with respect to, the Trust or any Series.
Neither the Trust nor the Trustees, nor any officer, employee, or agent of the
Trust shall have any power to bind personally any Shareholders, nor, except as
specifically provided herein, to call upon any Shareholder for the payment of
any sum of money or assessment whatsoever other than such as the Shareholder may
at any time personally agree to pay.

SECTION 6. ESTABLISHMENT AND DESIGNATION OF SERIES OR CLASS. The
establishment and designation of any Series or Class of Shares of the Trust
shall be effective upon the adoption

-4-
<PAGE>

by a majority of the then Trustees of a resolution that sets forth such
establishment and designation and the relative rights and preferences of such
Series or Class of the Trust, whether directly in such resolution or by
reference to another document including, without limitation, any registration
statement of Trust, or as otherwise provided in such resolution.

Shares of each Series or Class of the Trust established pursuant to this
Article III, unless otherwise provided in the resolution establishing such
Series or Class, shall have the following relative rights and preferences:

(a) Assets Held with Respect to a Particular Series. All consideration
received by the Trust for the issue or sale of Shares of a particular
Series, together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof from
whatever source derived (including, without limitation, any proceeds
derived from the sale, exchange or liquidation of such assets and any funds
or payments derived from any reinvestment of such proceeds in whatever form
the same may be) shall irrevocably be held separately with respect to that
Series for all purposes, subject only to the rights of creditors of such
Series from the assets of the Trust and every other Series, and shall be so
recorded upon the books of account of the Trust. Such consideration,
assets, income, earnings, profits and proceeds thereof, from whatever
source derived, (including, without imitation, any proceeds derived from
the sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds), in whatever form the same
may be, are herein referred to as "assets held with respect to" that
series. In the event that there are any assets, income, earnings, profits
and proceeds thereof, funds or payments which are not readily identifiable
as assets held with respect to any particular series (collectively "General
Assets"), the Trustees shall allocate such General Assets to, between or
among any one or more of the Series in such manner and on such basis as the
Trustees, in their sole discretion, deem fair and equitable, and any
General Assets so allocated to a particular Series shall be held with
respect to that Series. Each such allocation by the Trustees shall be
conclusive and binding upon the Shareholders of all Series for all
purposes. Separate and distinct records shall be maintained for each Series
and the assets held with respect to each series shall be held and accounted
for separately from the assets held with respect to all other Series and
the General Assets of the Trust not allocated to such Series.

(b) Liabilities Held with Respect to a Particular Series. The assets of the
Trust held with respect to each particular Series shall be charged against
the liabilities of the Trust held with respect to that Series and all
expenses, costs, charges, and reserves attributable to that Series, except
that liabilities and expenses allocated solely to a particular Class shall
be borne by that Class. Any general liabilities of the Trust which are not
readily identifiable as being held with respect to any particular Series or
Class shall be allocated and charged by the Trustees to and among any one
or more of the Series or Classes in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable. All liabilities,
expenses, costs, charges, and reserves so charged to a Series or Class are
herein referred to as "liabilities held with respect to" that Series or
Class. Each allocation of liabilities expenses, costs charges, and reserves
by the Trustees shall be conclusive and binding upon the Shareholders of
all Series or Classes for all purposes. Without limiting the foregoing, but
subject to the right of the Trustees to allocate general liabilities,
expenses, costs, charges or reserves as herein provided, the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular Series shall be enforceable against
the assets held with respect to such Series only and not against the assets
of the Trust generally or against the assets held with respect to any other

-5-
<PAGE>

Series. Notice of this contractual limitation on liabilities among Series
may, in the Trustees' discretion, be set forth in the certificate of trust
of the Trust (whether originally or by amendment) as filed or to be filed
in the Office of the Secretary of State of the State of Delaware pursuant
to the Delaware Act, and upon the giving of such notice in the certificate
of trust, the statutory provisions of Section 3804 of the Delaware Act
relating to limitations on liabilities among Series (and the statutory
effect under section 3804 of setting forth such notice in the certificate
of trust) shall become applicable to the Trust and each Series. Any person
extending credit to, contracting with or having any claim against any
Series may look only to the assets of that Series to satisfy or enforce any
debt, with respect to that Series. No Shareholder or former Shareholder of
any Series shall have a claim on or any right to any assets allocated or
belonging to any other Series.

(c) Dividends, Distributions, Redemptions, and Repurchases. Notwithstanding
any other provisions of this Declaration of Trust, including, without
limitation, Article VI, no dividend or distribution, including, without
limitation, any distribution paid upon termination of the Trust or of any
Series or Class with respect to, nor any redemption or repurchase of, the
shares of any Series or Class, shall be effected by the Trust other than
from the assets held with respect to such Series, nor shall any Shareholder
or any particular Series or Class otherwise have any right or claim against
the assets held with respect to any other Series except to the extent that
such Shareholder has such a right or claim hereunder as a Shareholder of
such other Series. The Trustees shall have full discretion, to the extent
not inconsistent with the 1940 Act, to determine which items shall be
treated as income and which items as capital, and each such determination
and allocation shall be conclusive and binding upon the Shareholders.

(d) Equality. All the shares of each particular Series shall represent an
equal proportionate interest in the assets held with respect to that Series
(subject to the liabilities held with respect to that Series or Class
thereof and such rights and preferences as may have been established and
designated with respect to any Class within such Series), and each share of
any particular Series shall be equal to each other Share of that Series.
With respect to any class of a Series, each such Class shall represent
interests in the assets of that Series and have identical voting, dividend,
liquidation and other rights and the same terms and conditions, except that
expenses allocated to a Class may be borne solely by such Class as
determined by the Trustees and a class may have exclusive voting rights
with respect to matters affecting only that Class.

(e) Fractions. Any fractional Share of a Series or Class thereof, shall carry
proportionately all the rights and obligations of a whole Share of that
Series or Class, including rights with respect to voting, receipt of
dividends and distributions, redemption of shares and termination of the
Trust.

(f) Exchange Privilege. The Trustees shall have the authority to provide that
the holders of Shares of any Series or Class shall have the right to
exchange said Shares for Shares of one or more other Series of Shares or
Class of Shares of the Trust or of other investment companies registered
under the 1940 Act in accordance with such requirements and procedures as
may be established by the Trustees.

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(g) Combination of Series. The Trustees shall have the authority, without the
approval of the Shareholders of any Series or Class unless otherwise
required by applicable law, to combine the assets and liabilities held with
respect to any two or more Series or Classes into assets and liabilities
held with respect to a single Series or Class.

(h) Elimination of Series. At any time that there are no Shares outstanding of
any particular Series previously established and designated, the Trustees
may by resolution of a majority of the then Trustees abolish that Series
and rescind the establishment and designation thereof.

SECTION 7. INDEMNIFICATION OF SHAREHOLDERS. In case any Shareholder of any
Series shall be held to be personally liable solely by reason of his being or
having been a Shareholder of such Series and not because of his acts or
omissions or for some other reason, the Shareholder or former Shareholder (or
his heirs, executors, administrators or other legal representatives, or, in the
case of a corporation or other entity, its corporate or other general successor)
shall be entitled out of the assets belonging to the applicable Series to be
held harmless from and indemnified against all loss and expense arising from
such liability. The Trust, on behalf of the affected Series, shall, upon
request by the Shareholder, assume the defense of any claim made against the
Shareholder for any act or obligation of the Series and satisfy any judgment
thereon from the assets of the Series.

ARTICLE IV

TRUSTEES

SECTION 1.
(a) Number. The number of Trustees constituting the Board of Trustees shall be
fixed from time to time by written instrument signed, or by resolution
approved at a duly constituted meeting, by a majority of the Board of
Trustees, provided however that the number of Trustees shall at all times
be at least one and no more than ten as determined, from time to time, by
the Trustees pursuant to Section 3 of this Article IV.
(b) Election and Tenure. To the extent required by applicable law, the
Shareholders may elect Trustees at any meeting of Shareholders called by
the Trustees for that purpose. Any Trustee may be removed at any meeting of
Shareholders by a vote of two-thirds of the outstanding shares of the
Trust. Each Trustee shall serve during the lifetime of the Trust until he
or she dies, resigns, has reached the mandatory retirement age as set by
the Trustees, is declared bankrupt or incompetent by a court of appropriate
jurisdiction, or is removed, or, if sooner, until the next meeting of
Shareholders called for the purpose of electing Trustees and until the
election and qualification of his or her successor. In the event that less
than the majority of the Trustees holding office have been elected by the
Shareholders, the Trustees then in office shall call a meeting of
Shareholders for the election of Trustees. Any Trustee may resign at any
time by written instrument signed by him or her and delivered to any
officer of the Trust or to a meeting of the Trustees. Such resignation
shall be effective upon receipt unless specified to be effective at some
other time. Except to the extent expressly provided in a written agreement
with

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<PAGE>

the Trust, no Trustee resigning and no Trustee removed shall have any
right to any compensation for any period following his or her resignation
or removal, or any right to damages on account of such removal.

(c) Mandatory Election by Shareholders. Notwithstanding the foregoing
provisions (a) and (b) of this Section 1 of Article IV, the Trustees shall
call a meeting of the Shareholders entitled to vote on the matter for the
election of one or more Trustees at such time or times as may be required
in order that the provisions of the 1940 Act or any resolution of the
Trustees which authorizes the issuance of a class of shares of beneficial
interest other than common shares may be complied with, and the authority
hereinabove provided for the Trustees to appoint any successor Trustee or
Trustees shall be restricted if such appointment would result in failure of
the Trust to comply with any provision of the 1940 Act or any resolution of
the Trustees which authorizes the issuance of a class of shares of
beneficial interest other than common shares.

SECTION 2. EFFECT OF DEATH, RESIGNATION, . . . ETC. OF A TRUSTEE. The death,
declination to serve, resignation, retirement, removal or incapacity of one or
more Trustees, or all of them, shall not operate to annul the Trust or to revoke
any, existing agency created pursuant to the terms of this Declaration of Trust.
Whenever there shall be fewer than the designated number of Trustees, until
additional Trustees are elected or appointed as provided herein to bring the
total number of Trustees equal to the designated number, the Trustees in office,
regardless of their number, shall, subject to compliance with the 1940 Act, have
all the powers granted to the Trustees and shall discharge all the duties
imposed upon the Trustees by this Declaration of Trust. As conclusive evidence
of such vacancy, a written instrument certifying the existence of such vacancy
may be executed by an officer of the Trust or by a majority of the Trustees. In
the event of the death, declination, resignation, retirement, removal, or
incapacity of all the then Trustees within a short period of time and without
the opportunity for at least one Trustee being able to appoint additional
Trustees to replace those no longer serving, the Trust's Manager(s) are
empowered to appoint new Trustees subject to the provisions of the 1940 Act.

SECTION 3. Powers. Subject to the provisions of this Declaration of Trust,
the business of the Trust shall be managed by the Trustees, and the Trustees
shall have all powers necessary or convenient to carry out that responsibility
including the power to engage in securities transactions of all kinds on behalf
of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws
not inconsistent with this Declaration of Trust providing for the management of
the affairs of the Trust and may amend and repeal such By-Laws to the extent
that such By-Laws do not reserve that right to the Shareholders; enlarge or
reduce the number of Trustees; remove any Trustee with or without cause at any
time by written instrument signed by a least two-thirds of the number of
Trustees prior to such removal, specifying the date when such removal shall
become effective, and fill vacancies caused by enlargement of their number or by
the death resignation, retirement or removal of a Trustee; elect and remove,
with or without cause, such officers and appoint and terminate such agents as
they consider appropriate; appoint from their own number and establish and
terminate one or more committees, consisting of two or more Trustees, that may
exercise the powers and authority of the Board of Trustees to the extent that
the Trustees so determine; employ one or more custodians of the assets of the
Trust and may authorize such custodians to employ subcustodians and to deposit
all or any part of such assets in a system or systems for the central handling
of securities or with a Federal Reserve Bank;

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<PAGE>

employ an administrator for the Trust and may authorize such administrator to
employ subadministrators; employ a Manager to the Trust and may authorize such
manager to employ subadvisers; retain a transfer agent or a Shareholder
servicing agent, or both; provide for the issuance and distribution of Shares by
the Trust directly or through one or more Principal Underwriters or otherwise;
redeem, repurchase and transfer Shares pursuant to applicable law; set record
dates for the determination of Shareholders with respect to various matters;
declare and pay dividends and distributions to Shareholders of each Series from
the assets of such Series; and in general delegate such authority as they
consider desirable to any officer of the Trust, to any committee of the Trustees
and to any agent or employee of the Trust or to any such custodian, transfer or
Shareholder servicing agent, Principal Underwriter or Manager. Any determination
as to what is in the interests of the Trust made by the Trustees in good faith
shall be conclusive. In construing the provisions of this Declaration of Trust,
the presumption shall be in favor of a grant of power to the Trustees. Unless
otherwise specified herein or in the By-Laws or required by law, any action by
the Trustees shall be deemed effective if approve or taken by a majority of the
Trustees present at a meeting of Trustees at which a quorum of Trustees is
present, within or without the state of Delaware.

Without limiting the foregoing, the Trustees shall have the power and
authority to cause the Trust (or to act on behalf of the Trust):

(a) To invest and reinvest cash, to hold cash uninvested, and to subscribe for,
invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge,
sell, assign, transfer, exchange, distribute, write options on, lend or
otherwise deal in or dispose of contracts for the future acquisition or
delivery of fixed income or other securities, and securities of every
nature and kind, including, without limitation, all types of bonds,
debentures, stocks, negotiable or non-negotiable instruments, obligations,
evidences of indebtedness, certificates of deposit or indebtedness,
commercial papers, repurchase agreements, bankers' acceptances, and other
securities of any kind, issued, created, guaranteed, or sponsored by any
and all Persons, including without limitation, states, territories, and
possessions of the United States and the District of Columbia and any
political subdivision, agency, or instrumentality thereof, and foreign
government or any political subdivision of the United States Government or
any foreign government, or any international instrumentality, or by any
bank or savings institution, or by any corporation or organization
organized under the laws of the United States or of any state, territory,
or possession thereof, or by any corporation or organization organized
under any foreign law, or in "when issued" contracts for any such
securities change the investments of the assets of the Trust; and to
exercise any and all rights, powers, and privileges of ownership or
interest in respect of any and all such investments of every kind and
description, including, without limitation, the right to consent and
otherwise act with respect thereto, with power to designate one or more
Persons, to exercise any of said rights, powers, and privileges in respect
of any of said instruments;
(b) To sell, exchange lend, pledge, mortgage, hypothecate, lease, or write
options (including, options on futures contracts) it respect to or
otherwise deal in any property rights relating to any or all of the assets
of the Trust or any Series;
(c) To vote or give assent, or exercise any rights of ownership, with respect
to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to

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such Person or Persons as the Trustees shall deem proper, granting to
such Person or Persons such power and discretion with relation to
securities or property as the Trustees shall deem proper;
(d) To exercise powers and right of subscription or otherwise which in any
manner arise out of ownership or securities;
(e) To hold any security or property in a form not indicating any trust,
whether in bearer, unregistered or other negotiable form, or in its own
name or in the name of a custodian or subcustodian or a nominee or nominees
or otherwise;
(f) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer of any security which
is held in the Trust; to consent to any contract, lease, mortgage, purchase
or sale of property by such corporation or issuer; and to pay calls or
subscriptions with respect to any security held in the Trust;
(g) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit
any security with, or transfer any security to, any such committee,
depositary or trustee, and to delegate to them such power and authority
with relation to any security (whether or not so deposited or transferred)
as the Trustees shall deem proper, and to agree to pay and to pay, such
portion of the expenses and compensation of such committee, depositary or
trustee as the Trustees shall deem proper;
(h) To compromise, arbitrate or otherwise, adjust claims in favor of or against
the Trust or any matter in controversy, including, but not limited to,
claims for taxes;
(i) To enter into joint ventures, general or limited partnerships and any other
combinations or associations;
(j) To borrow funds or other property in the name of the Trust exclusively for
Trust purposes and in connection therewith issue notes or other evidence of
indebtedness; and to mortgage and pledge the Trust Property or any part
thereof to secure any or all of such indebtedness;
(k) To endorse or guarantee the payment of any notes or other obligations of
any Person; to make contracts of guaranty or suretyship, or otherwise
assume liability for payment thereof; and to mortgage and pledge the Trust
Property or any part thereof to secure any of or all of such obligations;
(l) To purchase and pay for entirely out of Trust Property such a insurance as
the Trustees may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the
assets of the Trust or payment of distributions and principal on its
portfolio investments, and insurance polices insuring the Shareholders,
Trustees, officers, employees, agents, investment advisers, principal
underwriters, or independent contractors of the Trust, individually against
all claims and liabilities of every nature arising by reason of holding,
being or having held any such office or position, or by reason of any
action, alleged to have been taken or omitted by any such Person as
Trustee, officer employee, agent, investment adviser, principal
underwriter, or independent contractor, including

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<PAGE>

any action taken or independent contractor, including any action taken or
omitted that may be determined to constitute negligence, whether or not the
Trust would have the power to indemnify such Person against liability;
(m) To adopt, establish and carry out pension, profit-sharing, share bonus,
share purchase, savings, thrift and other retirement, incentive and benefit
plans and trusts, including the purchasing of life insurance and annuity
contracts as a means of providing such retirement and other benefits, for
any or all of the Trustees, officers, employees and agents of the Trust;
(n) To operate as and carry out the business of an investment company, and
exercise all the powers necessary or appropriate to the conduct of such
operations;
(o) To enter into contracts of any kind and description;
(p) To employ as custodian of any assets of the Trust one or more banks, trust
companies or companies that are members of a national securities exchange
or such other entities as the commission may permit as custodians of the
Trust, subject to any conditions set forth in this Declaration of Trust or
in the By-Laws;
(q) To employ auditors, counsel or other agents of the Trust, subject to any
conditions set forth in this Declaration of Trust or in the By-Laws;
(r) To interpret the investment policies, practices, or limitations of any
Series or Class; and
(s) To establish separate and distinct Series with separately defined
investment objectives and policies and distinct investment purposes, and
with separate Shares representing beneficial interests in such Series, and
to establish separate Classes, all in accordance with the provisions of
Article III;
(t) To the full extent permitted by section 3804 of the Delaware Act, to
allocate assets, liabilities and expenses of the Trust to a particular
Series and liabilities and expenses to a particular Class or to apportion
the same between or among two or more Series or Classes, provided that an
liabilities or expenses incurred by a particular Series or Class shall be
payable solely out of the assets belonging to that Series or Class as
provided for in Article III;
(u) subject to the 1940 Act, to engage in any other lawful act or activity in
which a business trust organized under the Delaware Act may engage.

The Trust shall not be limited to investing in obligations maturing before
the possible termination of the Trust or one or more of its Series. The Trust
shall not in any way be bound or limited by any present or future law or custom
in regard to investment b fiduciaries. The Trust shall not be required to obtain
any court order to deal with any assets of the Trust or take any other action
hereunder.

SECTION 4. PAYMENT OF EXPENSES BY THE TRUST. The Trustees are authorized to
pay or cause to be paid out of the principal or income of the Trust, or partly
out of the principal and

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partly out of income, as they deem fair, all expenses, fees, charges, taxes and
liabilities incurred or arising in connection with the Trust, or in connection
with the management thereof, including, but not limited to, the Trustees'
compensation and such expenses and charges for the services of the Trust's
officers, employees, investment adviser or manager, Principal Underwriter,
auditors, counsel, custodian, transfer agent, Shareholder servicing agent, and
such other agents or independent contractors and such other expenses and charges
as the Trustees may deem necessary or proper to incur, which expenses, fees,
charges, taxes and liabilities shall be allocated in accordance with Article
III, section 6 hereof.

SECTION 5. PAYMENT OF EXPENSES BY SHAREHOLDERS. The Trustees shall have the
power, as frequently as they may determine, to cause each Shareholder, or each
Shareholder of any particular Series, to pay directly, in advance or arrears,
expenses of the Trust as described in Section 4 of this Article IV ("Expenses"),
in an amount fixed from time to time by the Trustees, by setting off such
Expenses due from such Shareholder from declared but unpaid dividends owed such
Shareholder and/or by reducing the number of Shares in the account of such
Shareholder by that number of full and/or fractional Shares which represents the
outstanding amount of such Expenses due from such Shareholder, provided that the
direct payment of such Expenses by shareholders is permitted under applicable
law.

SECTION 6. OWNERSHIP OF ASSETS OF THE TRUST. Title to all of the assets of
the Trust shall at all times be considered as vested in the Trust, except that
the Trustees shall have power to cause legal title to any Trust Property to be
held by or in the name of one or more of the Trustees, or in the name of the
Trust, or in the name of any other Person as nominee, on such terms as the
Trustees may determine. The right, title and interest of the Trustees in the
Trust Property shall vest automatically in each Person who may hereafter become
a Trustee. Upon the resignation, removal or death of a Trustee, he or she shall
automatically cease to have any right, title or interest in any of the Trust
Property, and the right, title and interest of such Trustee in the Trust
Property shall vest automatically in the remaining Trustees. Such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered.

SECTION 7. Service Contracts.

(a) Subject to such requirements and restrictions as may be set forth under
federal and/or state law and in the By-Laws, including, without limitation,
the requirements of Section 15 of the 1940 Act, the Trustees may, at any
time and from time to time, contract for exclusive or nonexclusive
advisory, management and/or administrative services for the Trust or for
any Series (or Class thereof) with any corporation, trust, association, or
other organization or person; and any such contract may contain such other
terms as the Trustees may determine, including, without limitation,
authority for the Manager to supervise and direct the investment of all
assets held, and to determine from time to time without prior consultation
with the Trustees what investments shall be purchased, held sold or
exchanged and what portion, if any, of the assets of the Trust shall be
held uninvested and to make changes in the Trust's investments; authority
for the Manager(s) or administrator to delegate certain or all of its
duties under such contracts to qualified investment advisers and
administrators or such other activities as may specifically be delegated to
such party.

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<PAGE>

(b) The Trustees may also, at any time and from time to time, contract with any
corporation, trust, association, or other organization, appointing it
exclusive or nonexclusive distributor or Principal Underwriter for the
Shares of one or more of the Series (or Classes) or other securities to be
issued by the Trust. Every such contract shall comply with such
requirements and restrictions as may be set forth under federal and/or
state law and in the By-Laws, including, without limitation, the
requirements of Section 15 of the 1940 Act; and any such contract may
contain such other terms as the Trustees may determine.
(c) The Trustees are also empowered, at any time and from time to time, to
contract with any corporations, trusts, associations or other
organizations, appointing it or them the custodian, transfer agent and/or
Shareholder servicing agent for the Trust or one or more of its Series.
Every such contract shall comply with such requirements and restrictions as
may be set forth under federal and/or state law and in the By-Laws or
stipulated by resolution of the Trustees.
(d) Subject to applicable law, the Trustees are further empowered, at any time
and from time to time, to contract with any entity to provide such other
services to the Trust or one or more of the series, as the Trustees
determine to be in the best interests of the Trust and the applicable
series.

(e) The fact that:
(i) any of the shareholders, Trustees, or officers of the Trust is a
Shareholder, director, officer, partner, trustee, employee Manager,
adviser, Principal Underwriter, distributor, or affiliate or agent of or
for any corporation, trust, association, or other organization, or for any
parent or affiliate of any organization with which an advisory, management,
or administration contract, or Principal underwriter's or distributor's
contract, or transfer agent, Shareholder servicing agent or other type of
service contract may have been or may hereafter be made, or that any such
organization, or any parent or affiliate thereof, is a Shareholder or as an
interest in the Trust; or that
(ii) any corporation, trust, association or other organization with which an
advisory, management, or administration contract or Principal Underwriter's
or distributor's contract, or transfer agent or Shareholder servicing agent
contract may have been or may hereafter be made also has an advisory,
management, or administration contract, or Principal Underwriter's or
distributor's or other service contract with one or more other
corporations, trusts, associations, or other organizations, or has other
business or interests,

shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same, or create any liability or accountability to

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<PAGE>

the Trust or its shareholders, provided approval of each such contract is made
pursuant to the requirements of the 1940 Act.

SECTION 8. TRUSTEES AND OFFICERS AS SHAREHOLDERS. Any Trustee, officer or
agent of the Trust may acquire, own and dispose of Shares to the same extent as
if he were not a Trustee, officer or agent; and the Trustees may issue and sell
and cause to be issued and sold Shares to, and redeem such Shares from, any such
Person or any firm or company in which such Person is interested, subject only
to the general limitations contained herein or in the By-Laws relating to the
sale and redemption of such shares.

ARTICLE V

SHAREHOLDERS' VOTING POWERS AND MEETINGS

SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The
Shareholders shall have power to vote only: (i) for the election or removal of
Trustees as provided in Article IV, Section 1 hereof, and (ii) with respect to
such additional matters relating to the Trust as may be required by applicable
law, this Declaration of Trust, the By-Laws or any registration of the Trust
with the Commission (or any successor agency), or as the Trustees may consider
necessary or desirable. Each whole share shall be entitled to one vote as any
matter on which it is entitled to vote and each fractional share shall be
entitled to a proportionate fractional vote. Notwithstanding any other provision
of this Declaration of Trust, on any matters submitted to a vote of the
Shareholders, all Shares of the Trust then entitled to vote shall be voted in
aggregate except: (i) when required by the 1940 Act, Shares shall be voted by
individual Series; (ii) when the matter involves the termination of a Series or
any other action that the Trustees have determined will affect only the
interests of one or more Series, then only Shareholders of such Series shall be
entitled to vote thereon; and (iii) when the matter involves any action that the
Trustees have determined will affect only one or more Classes, then only the
Shareholders of such Class or Classes shall be entitled to vote thereon. There
shall be no cumulative voting in the election of Trustees. Shares may be voted
in person or by proxy. A proxy may be given by any means acceptable under
applicable law. The By-Laws may provide that proxies may also, or may instead,
be given by an electronic or telecommunications device or in any other manner.
Notwithstanding anything else contained herein or in the By-Laws, in the event a
proposal by anyone other than the officers or Trustees of the Trust is submitted
to a vote of the Shareholders of one or more Series or Classes thereof or of the
Trust, or in the event of any proxy contest or proxy solicitation or proposal in
opposition to any proposal by the officers or Trustees of the Trust, Shares may
be voted only by written proxy or in person at a meeting. Until Shares are
issued, the Trustees may exercise all rights of Shareholders and may take any
action required by law, this Declaration of Trust or the By-Laws to be taken by
the Shareholders, Meetings of the Shareholders shall be called and notice
thereof and record dates therefor shall be given and set as provided in the By-
Laws.

SECTION 2. QUORUM AND REQUIRED VOTE. Except when a larger quorum is required
by applicable law, by the By-Laws or by this Declaration of Trust, thirty-three
and one-third percent (33-1/3%) of the Shares entitled to vote shall constitute
a quorum at a Shareholders' meeting. When any one or more Series (or Classes)
is to vote as a single Class separate from any other Shares, thirty-three and
one-third percent (33-1/3%) of the Shares of each such Series (or

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<PAGE>

Class) entitled to vote shall constitute a quorum at a Shareholders' meeting of
that Series (or Class). Except when a larger vote is required by any provision
of this Declaration of Trust or the By-Laws or by applicable law, when a quorum
is present at any meeting, a majority of the Shares voted shall decide any
questions and a plurality of the Shares voted shall elect a Trustee, provided
that where any provision of law or of this Declaration of Trust requires that
the holders of any Series shall vote as a Series (or that holders of a Class
shall vote as a Class), then a majority of the Shares of that Series (or Class)
voted on the matter (or a plurality with respect to the election of a Trustee)
shall decide that matter insofar as that Series (or Class) is concerned.

SECTION 3. RECORD DATES. For the purpose of determining the Shareholders of
any Series (or Class) who are entitled to receive payment of any dividend or of
any other distribution, the Trustees may from time to time fix a date, which
shall be before the date for the payment of such dividend or such other payment,
as the record date for determining the Shareholders of such series (or Class)
having the right to receive such dividend or distribution. without fixing a
record date, the Trustees may for distribution purposes close the register or
transfer books for one or more series (or classes) at any time prior to the
payment of a distribution. Nothing in this Section shall be construed as
precluding the Trustees from setting different record dates for different Series
(or Classes).

SECTION 4. ADDITIONAL PROVISIONS. The By-Laws may include further provisions
for shareholders' votes and meetings and related matters.

ARTICLE VI

NET ASSET VALUE, DISTRIBUTIONS AND REDEMPTIONS

SECTION 1. DETERMINATION OF NET ASSET VALUE, NET INCOME, AND DISTRIBUTIONS.
Subject to applicable law and Article III, Section 6 hereof, the Trustees, in
their absolute discretion, may prescribe and shall set forth in the By-Laws or
in a duly adopted vote of the Trustees such bases and time for determining the
per Share or net asset value of the Shares of any Series or Class or net income
attributable to the Shares of any Series or Class, or the declaration and
payment of dividends and distributions on the Shares of any Series or Class, as
they may deem necessary or desirable.

SECTION 2. REDEMPTIONS AND REPURCHASES.

(a) The Trust shall purchase such Shares as are offered by any Shareholder for
redemption, upon the presentation of a proper instrument of transfer
together with a request directed to the Trust, or a Person designated by
the Trust, that the Trust purchase such Shares or in accordance with such
other procedures for redemption as the Trustees may from time to time
authorize; and the Trust will pay therefor the net asset value thereof as
determined by the Trustees (or on their behalf), in accordance with any
applicable provisions of the By-Laws and applicable law. Unless
extraordinary circumstances exist, payment for said Shares shall be made by
the Trust to the Shareholder in accordance with the 1940 Act and any rules
and regulations thereunder or as otherwise required by the Commission. The
obligation set forth in this Section

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<PAGE>

2 is subject to the provision that, in the event that any time the New York
Stock Exchange (the "Exchange") is closed for other than weekends or
holidays, or if permitted by the rules and regulations or an order of the
Commission during periods when trading on the Exchange is restricted or
during any emergency which makes it impracticable for the Trust to dispose
of the investments of the applicable Series or to determine fairly the
value of the net assets held with respect to such Series or during any
other period permitted by order of the Commission for the protection of
investors, such obligation may be suspended or postponed by the Trustees.
In the case of a suspension of the right of redemption as provided herein,
a Shareholder may either withdraw the request for redemption or receive
payment based on the net asset value per share next determined after the
termination of such suspension.

(b) Payment for any Shares which are presented for redemption shall be made in
cash or property from the assets of the relevant Series and payment for
such Shares shall be made within seven (7) days after the date upon which
the redemption request is effective, or such longer period as may be
required. Subject to the foregoing, the fair value, selection and quantity
of securities or other property so paid or delivered as all or part of the
redemption price may be determined by or under authority of the Trustees in
accordance with any procedures adopted by the Board of Trustees. In no
case shall the Trust be liable for any delay of any Manager of other Person
in transferring securities selected for delivery as all or part of any
payment-in-kind.

(c) If the Trustees shall, at any time and in good faith, determine that direct
or indirect ownership of Shares of any Series or Class thereof has or may
become concentrated in any Person to an extent that would disqualify any
Series as a regulated investment company under the Internal Revenue Code of
1986, as amended (or any successor statute thereto), then the Trustees
shall have the power (but not the obligation) by such means as they deem
equitable (i) to call for the redemption by any such Person of a number, or
principal amount, of Shares sufficient to maintain or bring the direct or
indirect ownership of Shares into conformity with the requirements for such
qualification, (ii) to refuse to transfer or issue Shares of any Series or
Class thereof to such Person whose acquisition of the Shares in question
would result in such disqualification, or (iii) to take such other actions
as they deem necessary and appropriate to avoid such disqualification. Any
such redemption shall be effected at the redemption price and in the manner
provided in this Article VI.

(d) The holders of shares shall upon demand disclose to the Trustees in writing
such information with respect to direct and indirect ownership of Shares as
the Trustees deem necessary to comply with the provisions of the Internal
Revenue Code of 1986, as amended (or any successor statute thereto), or to
comply with the requirements of any other taxing authority.

ARTICLE VII

COMPENSATION, LIMITATION OF LIABILITY AND INDEMNIFICATION OF TRUSTEES

SECTION 1. COMPENSATION. The Trustees in such capacity shall be entitled to
reasonable compensation from the Trust and they may fix the amount of such
compensation. However, the Trust will not compensate those Trustees who are
Interested Persons of the Trust, its manager, subadvisers, distributor or
Principal Underwriter. Nothing herein shall in any way

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<PAGE>

prevent the employment of an Trustee for advisory, management legal, accounting,
investment banking or other services and payment for such services by the Trust.

Limitation of Liability. A Trustee, when acting in such capacity, shall
not be personally liable to any person other than the Trust or a beneficial
owner for any act, omission or obligation of the Trust or any Trustee. A
Trustee shall not be liable for any act or omission or any conduct whatsoever in
his capacity as Trustee, provided that nothing contained herein or in the
Delaware Act shall protect any Trustee against any liability to the Trust or to
Shareholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee hereunder.

SECTION 2. INDEMNIFICATION.
(a) Subject to the exceptions and limitations contained in Subsection 3(b) of
this Article:
(i) every person who is, or has been, a Trustee or officer of the Trust
(hereinafter referred to as a "Covered Person") shall be indemnified by the
Trust to the fullest extent permitted by law against liability and against
all expenses reasonably incurred or paid by him in connection with any
claim, action, suit or proceeding in which he becomes involved as a party
or otherwise by virtue of his being or having been a Trustee or officer and
against amounts paid or incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall apply to all
claims, actions, suits or proceedings (civil, criminal or other, including
appeals), actual or threatened while in office or thereafter, and the words
"liability" and "expenses" shall include, without limitation, attorneys'
fees, costs, judgments, amounts paid in settlement, fines, penalties and
other liabilities.
(b) No indemnification shall be provided hereunder to a Covered Person:
(i) who shall have been adjudicated by a court or body before which the
proceeding was brought (A) to be liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office or (B) not to
have acted in good faith in the reasonable belief that his action was in
the best interest of the Trust; or
(ii) in the event of a settlement, 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; (B) by at least a majority of those Trustees who are neither
Interested Persons of the Trust nor are parties to the matter based upon a
review of readily available facts (as opposed to a full trial-type
inquiry); or (C) by written opinion of independent legal counsel based upon
a review of readily available facts (as opposed to a full trial-type
inquiry); provided, however, that any Shareholder may, by appropriate legal
proceedings, challenge any such determination by the Trustees or by
independent counsel.

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<PAGE>

(c) The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not be
exclusive of or affect any other rights to which any Covered Person may now
or hereafter be entitled, shall continue as to a person who has ceased to
be a Covered Person and shall inure to the benefit of the heirs, executors
and administrators of such a person. Nothing contained herein shall affect
any rights to indemnification to which Trust personnel, other than Covered
Persons, and other persons may be entitled by contract or otherwise under
law.
(d) Expenses in connection with the preparation and presentation of a defense
to any claim, action, suit or proceeding of the character described in
Subsection 3(a) of this Article may be paid by the Trust or Series from
time to time prior to final disposition thereof upon receipt of an
undertaking by or on behalf of such Covered Person that such amount will be
paid over by him to the Trust or Series if it is ultimately determined that
he is not entitled to indemnification under this Section 3; provided,
however, that either (i) such Covered Person shall have provided
appropriate security for such undertaking, (ii) the Trust is insured
against losses arising out of any such advance payments, or (iii) either a
majority of the Trustees who are neither Interested Persons of the Trust
nor parties to the matter, or independent legal counsel in a written
opinion, shall have determined, based upon a review of readily available
facts (as opposed to a trial-type inquiry or full investigation), that
there is reason to believe that such Covered Person will be found entitled
to indemnification under Section 3.

SECTION 3. TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY.
The exercise by the Trustees of their powers and discretions hereunder shall be
binding upon everyone interested. A Trustee shall be liable to the Trust and to
any Shareholder solely for his or her own willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
negligence, office of Trustee, and shall not be liable for errors of judgment or
mistakes of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Declaration of Trust,
and shall be under no liability for any act or omission in accordance with such
advice nor for failing to follow such advice. The Trustees shall not be required
to give any bond as such, nor any surety if a bond is required.

SECTION 4. INSURANCE. The Trustees shall be entitled and empowered to the
fullest extent permitted by law to purchase with Trust assets insurance for
liability and for all expenses reasonably incurred or paid or expected to be
paid by a Trustee, officer, employee, or agent of the Trust in connection with
any claim, action, suit, or proceeding in which he or she may become involved by
virtue of his or her capacity or former capacity as a Trustee of the Trust.

ARTICLE VIII

MISCELLANEOUS

SECTION 1. LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES. No Person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.

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<PAGE>

SECTION 2. Termination of the Trust or Any Series or Class.

(a) Unless terminated as provided herein, the Trust shall continue without
limitation of time. The Trust may be terminated at any time by vote of a
majority of the Shares of each Series entitled to vote, voting separately
by Series, or by the Trustees by written notice to the Shareholders. Any
Series of Shares or Class thereof may be terminated at any time by vote of
a majority of the Shares of such Series or Class entitled to vote or by the
Trustees by written notice to the Shareholders of such Series or Class.
(b) Upon the requisite Shareholder vote or action by the Trustees to terminate
the Trust or any one or more series of shares or any Class thereof, after
paying or otherwise providing for all charges, taxes, expenses, and
liabilities, whether due or accrued or anticipated, of the Trust or of the
particular series or any Class thereof as may be determined by the
Trustees, the Trust shall in accordance with such procedures as the
Trustees may consider appropriate reduce the remaining assets of the Trust
or of the affected Series or Class to distributable form in cash or Shares
(if any series remain) or other securities, or any combination thereof, and
distribute the proceeds to the Shareholders of the Series or Classes
involved, ratably according to the number of Shares of such Series or Class
held by the shareholders of such Series or Class on the date of
distribution. Thereupon, the Trust or any affected Series or Class shall
terminate and the Trustees and the Trust shall be discharged of any and all
further liabilities and duties relating thereto or arising therefrom, and
the right, title, and interest of all parties with respect to the Trust or
such Series or Class shall be canceled and discharged.
(c) Upon termination of the Trust, following completion of winding up of its
business, the Trustees shall cause a certificate of cancellation of the
Trust's Certificate of Trust to be filed in accordance with the Delaware
Act, which Certificate of Cancellation may be signed by any one Trustee.

SECTION 3. REORGANIZATION.

(a) Notwithstanding anything else herein, the Trustees may, without Shareholder
approval unless such approval is required by applicable law, (i) cause the
Trust to merge or consolidate with or into one or more trusts (or series
thereof to the extent permitted by law), partnerships, associations,
corporations or other business entities (including trusts, partnerships,
associations, corporations or other business entities created by the
Trustees to accomplish such merger or consolidation so long as the
surviving or resulting entity is an investment company as defined in the
1940 Act, or is a series thereof, that will succeed to or assume the
Trust's registration under the 1940 Act and that is formed, organized, or
existing under the laws of the United States or of a state, commonwealth,
possession or colony of the United States, unless otherwise permitted under
the 1940 Act, (ii) cause any one or more Series (or Classes) of the Trust
to merge or consolidate with or into any one or more other Series (or
Classes) of the Trust, one or more trusts (or series or classes thereof to
the extent permitted by law), partnerships, associations, corporations,
(iii) cause the Shares to be exchanged under or pursuant to any state or
federal statute to the extent permitted by law or (iv) cause the Trust to
reorganize as a corporation, limited liability company or limited liability
partnership under the laws of Delaware or any other state or jurisdiction.
Any agreement of merger or consolidation or

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<PAGE>

exchange or certificate or merger may be signed by a majority of the
Trustees and facsimile signatures conveyed by electronic or
telecommunication means shall be valid.
(b) Pursuant to and in accordance with the provisions of Section 3815(f) of the
Delaware Act, and notwithstanding anything up the contrary contained in
this Declaration of Trust, an agreement of merger or consolidation approved
by the Trustees in accordance with this Section 3 may (i) effect any
amendment to the governing instrument of the Trust or (ii) effect the
adoption of a new governing instrument of the Trust if the Trust is the
surviving or resulting trust in the merger or consolidation.
(c) The Trustees may create one or more business trusts to which all or any
part of the assets, liabilities, profits, or losses of the Trust or any
Series or Class thereof may be transferred any may provide for the
conversion of Shares in the Trust or any Series or Class thereof into
beneficial interests in any such newly created trust or trusts or any
series of classes thereof.

SECTION 4. AMENDMENTS. Except as specifically provide in this Section 4, the
Trustees may, without Shareholder vote, restate, amend, or otherwise supplement
this Declaration of Trust. Shareholders shall have the right to vote on (i) any
amendment that would affect their right to vote granted in Article V, Section 1
hereof, (ii) any amendment to this Section 4 of Article VIII; (iii) any
amendment that may require their vote under applicable law or by the Trust's
registration statement, as filed with the commission, and (iv) any amendment
submitted to them for their vote by the Trustees. Any amendment required or
permitted to be submitted to the Shareholders that, as the Trustees determine,
shall affect the Shareholders of one or more Series shall be authorized by a
vote of the Shareholders of each Series affected and no vote of Shareholders of
a Series not affected shall be required. Notwithstanding anything else herein,
no amendment hereof shall limit the rights to insurance provided by Article VII,
Section 4 hereof with respect to any acts or omissions of Persons covered
thereby prior to such amendment nor shall any such amendment limit the rights to
indemnification referenced in Article VII, Section 2 hereof as provided in the
By-Laws with respect to any actions or omissions of Persons covered thereby
prior to such amendment. The Trustees may, without Shareholder vote, restate,
amend, or otherwise supplement the certificate of Trust as they deem necessary
or desirable.

SECTION 5. FILING OF COPIES, REFERENCES, HEADINGS. The original or a copy of
this instrument and of each restatement and/or amendment hereto shall be kept at
the office of the Trust where it may be inspected by any Shareholder. Anyone
dealing with the Trust may rely on a certificate by an officer of the Trust as
to whether or not any such restatements and/or amendments have been made and as
to any matters in connection with the Trust hereunder; and, with the same effect
as if it were the original, may rely on a copy certified by an officer of the
Trust to be a copy of this instrument or of any such restatements and/or
amendments. In this instrument and in any such restatements and/or amendments,
references to this instrument, and all expressions such as "herein," "hereof,"
and "hereunder," shall be deemed to refer to this instrument as amended or
affected by any such restatements and/or amendments. Headings are placed herein
for convenience of reference only and shall not be taken as a part hereof or
control or affect the meaning construction or effect of this instrument.
whenever the singular number is used herein, the same shall include the plural;
and the neuter, masculine and feminine genders

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<PAGE>

shall include each other, as applicable. This instrument may be executed in any
number of counterparts each of which shall be deemed an original.

SECTION 6. Applicable Law.
(a) The Trust is created under, and this Declaration of Trust is to be governed
by, and construed and enforced in accordance with, the laws of the State of
Delaware. The Trust shall be of the type commonly called a business trust,
and without limiting the provisions hereof, the Trust specifically reserves
the right to exercise any of the powers or privileges afforded to business
trusts or actions that may be engaged in by business trusts under the
Delaware Act, and the absence of a specific reference herein to any such
power, privilege, or action shall not imply that the Trust may not exercise
such power or privilege or take such actions.
(b) Notwithstanding the first sentence of Section 6(a) of this Article VIII,
there shall not be applicable to the Trust, the Trustees, or this
Declaration of Trust either the provisions of section 3540 of Title 12 of
the Delaware Code or any provisions of the laws (statutory or common) of
the State of Delaware (other than the Delaware Act) pertaining to trusts
that relate to or regulate: (i) the filing with any court or governmental
body or agency of trustee accounts or schedules of trustee fees and
charges; (ii) affirmative requirements to post bonds for trustees,
officers, agents, or employees of a trust; (iii) the necessity for
obtaining a court or other governmental approval concerning the
acquisition, holding, or disposition of real or personal property; (iv)
fees or other sums applicable to trustees, officers, agents or employees of
a trust; (v) the allocation of receipts and expenditures to income or
principal; (vi) restrictions or limitations on the permissible nature,
amount, or concentration of trust investments or requirements relating to
the titling storage, or other manner of holding of trust assets; or (vii)
the establishment of fiduciary or other standards or responsibilities or
limitations on the acts or powers or liabilities or authorities and powers
of trustees that are inconsistent with the limitations or liabilities or
authorities and powers of Trustees set forth or referenced in this
Declaration of Trust.

SECTION 7. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.
(a) The provisions of this Declaration of Trust are severable, and if the
Trustees shall determine, with the advice of counsel, that any such
provision is in conflict with the 1940 Act, the regulated investment
company provisions of the Internal Revenue Code of 1986, as amended (or any
successor statute thereto), and the regulations thereunder, the Delaware
Act or with other applicable laws and regulations, the conflicting
provision shall be deemed never to have constituted a part of this
Declaration of Trust; provided, however, that such determination shall not
affect any of the remaining provisions of this Declaration of Trust or
render invalid or improper any action taken or omitted prior to such
determination.
(b) If any provision of this Declaration of Trust shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability
shall attach only to such provision in such jurisdiction and shall not in
any manner affect such provision in any other jurisdiction or any other
provision of this Declaration of Trust in any jurisdiction.

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<PAGE>

SECTION 8. BUSINESS TRUST ONLY. It is the intention of the Trustees to
create a business trust pursuant to the Delaware Act. It is not the intention of
the Trustees to create a general partnership, limited partnership, joint stock
association, corporation, bailment, or any form of legal relationship other than
a business trust pursuant to the Delaware Act. Nothing in this Declaration of
Trust shall be construed to make the Shareholders, either by themselves or with
the Trustees, partners, or members of a joint stock association.

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<PAGE>

IN WITNESS WHEREOF, the Trustee named below does hereby make and enter into
this Declaration of Trust as of the 7th day of April, 2000.

/s/ James C. Robinson
_________________________
James C. Robinson,
as Trustee of the
Trust and not
individually

480 Pierce Street
Birmingham, MI 48009

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<PAGE>
EXHIBIT 99.2

BY-LAWS OF

THE MUNDER INTERNET TRUST

a Delaware Business Trust
<PAGE>

TABLE OF CONTENTS

BY-LAWS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I Offices.......................................................... 1
Section 1. Principal Office................................................. 1
Section 2. Delaware Office.................................................. 1
Section 3. Other Offices.................................................... 1
ARTICLE II Meetings of Shareholders......................................... 1
Section 1. Place of Meetings................................................ 1
Section 2. Call of Meetings................................................. 1
Section 3. Notice of Meetings of Shareholders............................... 2
Section 4. Manner of Giving Notice; Affidavit of Notice..................... 2
Section 5. Adjourned Meeting; Notice........................................ 3
Section 6. Voting........................................................... 3
Section 7. Waiver of Notice; Consent of Absent Shareholders................. 3
Section 8. Shareholder Action by Written Consent Without a Meeting.......... 3
Section 9. Record Date for Shareholder Notice, Voting and Giving Consents... 4
Section 10. Proxies.......................................................... 4
Section 11. Inspectors of Election........................................... 5
ARTICLE III Trustees......................................................... 6
Section 1. Powers........................................................... 6
Section 2. Number of Trustees............................................... 6
Section 3. Vacancies........................................................ 6
Section 4. Place of Meetings and Meetings by Telephone...................... 6
Section 5. Regular Meetings................................................. 6
Section 6. Special Meetings................................................. 6
Section 7. Quorum........................................................... 7
Section 8. Waiver of Notice................................................. 7
Section 9. Adjournment...................................................... 7
Section 10. Notice of Adjournment............................................ 7
Section 11. Action Without a Meeting......................................... 7
Section 12. Fees and Compensation of Trustees................................ 8
Section 13. Delegation of Power to Other Trustees............................ 8
ARTICLE IV Committees....................................................... 8
Section 1. Committees of Trustees........................................... 8
Section 2. Meetings and Action of Committees................................ 8
ARTICLE V Officers......................................................... 9
Section 1. Officers......................................................... 9
Section 2. Election of Officers............................................. 9
</TABLE>

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<PAGE>

Section 3. Subordinate Officers............................................. 9
Section 4. Removal and Resignation of Officers.............................. 9
Section 5. Vacancies in Offices............................................. 9
Section 6. Chairman......................................................... 9
Section 7. President........................................................ 10
Section 8. Vice Presidents.................................................. 10
Section 9. Secretary........................................................ 10
Section 10. Treasurer........................................................ 10
ARTICLE VI Indemnification of Trustees, Officers, Employees and Other Agents 11
Section 1. Agents, Proceedings, Expenses.................................... 11
Section 2. Indemnification.................................................. 11
Section 3. Limitations, Settlements......................................... 11
Section 4. Insurance, Rights Not Exclusive.................................. 12
Section 5. Advance of Expenses.............................................. 12
Section 6. Fiduciaries of Employee Benefit Plan............................. 12
ARTICLE VII Inspection of Records and Reports................................ 12
Section 1. Inspection by Shareholders....................................... 12
Section 2. Inspection by Trustees........................................... 13
Section 3. Financial Statements............................................. 13
ARTICLE VIII General Matters.................................................. 13
Section 1. Checks, Drafts, Evidence of Indebtedness......................... 13
Section 2. Contracts and Instruments; How Executed.......................... 13
Section 3. Fiscal Year...................................................... 13
Section 4. Seal 13
ARTICLE IX Amendments....................................................... 13

</TABLE>

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<PAGE>

BY-LAWS

THE MUNDER INTERNET TRUST,

A DELAWARE BUSINESS TRUST

INTRODUCTION

A. Declaration of Trust. These By-Laws shall be subject to the
Declaration of Trust, as from time to time in effect (the "Declaration of
Trust"), of THE MUNDER INTERNET TRUST, a Delaware business trust (the "Trust").
In the event of any inconsistency between the terms hereof and the terms of the
Declaration of Trust, the terms of the Declaration of Trust shall control.

B. Definitions. Capitalized terms used herein and not herein defined
are used as defined in the Declaration of Trust.

ARTICLE I

OFFICES

SECTION 1. PRINCIPAL OFFICE. The Trustees shall fix and, from time to
time, may change the location of the principal executive office of the Trust at
any place within or outside the State of Delaware.

SECTION 2. DELAWARE OFFICE. The Trustees shall establish a registered
office in the State of Delaware and shall appoint as the Trust's registered
agent for service of process in the State of Delaware an individual who is a
resident of the State of Delaware or a Delaware corporation or a corporation
authorized to transact business in the State of Delaware; in each case the
business office of such registered agent for service of process shall be
identical with the registered Delaware office of the Trust.

SECTION 3. OTHER OFFICES. The Trustees may at any time establish branch
or subordinate offices at any place or places within or outside the State of
Delaware where the Trust intends to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

SECTION 1. PLACE OF MEETINGS. Meetings of Shareholders shall be held at
any place designated by the Trustees. In the absence of any such designation,
Shareholders' meetings shall be held at the principal executive office of the
Trust.

SECTION 2. CALL OF MEETINGS. The Board of Trustees shall determine, in
accordance with applicable law and regulation, at what time, if any, it is
appropriate to call an annual
<PAGE>

Shareholders' meetings. Special meetings of the Shareholders may be called at
any time by the Trustees or by the President for the purpose of taking action
upon any matter requiring the vote or authority of the Shareholders as herein
provided or provided in the Declaration of Trust or upon any other matter as to
which such vote or authority is deemed by the Trustees or the President to be
necessary or desirable. Meetings of the Shareholders may be called for any
purpose deemed necessary or desirable upon the written request of the
Shareholders holding at least ten percent (10%) of the outstanding Shares of the
Trust entitled to vote. To the extent required by the Investment Company Act of
1940, as amended ("1940 Act"), meetings of the Shareholders for the purpose of
voting on the removal of any Trustee shall be called promptly by the Trustees
upon the written request of Shareholders holding at least ten percent (10%) of
the outstanding Shares of the Trust entitled to vote.

SECTION 3. NOTICE OF MEETINGS OF SHAREHOLDERS . All notices of meetings
of Shareholders shall be sent or otherwise given to Shareholders in accordance
with Section 4 of this Article II not less than ten (10) nor more than ninety
(90) days before the date of the meeting. The notice shall specify (i) the
place, date and hour of the meeting, and (ii) the general nature of the business
to be transacted. The notice of any meeting at which Trustees are to be elected
also shall include the name of any nominee or nominees whom at the time of the
notice are intended to be presented for election.

If any action is proposed to be taken at any meeting of Shareholders for
approval of (i) a contract or transaction in which a Trustee has a direct or
indirect financial interest, (ii) an amendment of the Declaration of Trust of
the Trust, (iii) a reorganization of the Trust, or (iv) a voluntary dissolution
of the Trust, the notice shall also state the general nature of that proposed
action.

SECTION 4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE . Notice of any
meeting of Shareholders shall be (i) given either by hand delivery, first-class
mail, telegraphic or other written communication, charges prepaid, and (ii)
addressed to the Shareholder at the address of that Shareholder appearing on the
books of the Trust or its transfer agent or given by the Shareholder to the
Trust for the purpose of notice. If no such address appears on the Trust's
books or is not given to the Trust, notice shall be deemed to have been given if
sent to that Shareholder by first-class mail or telegraphic or other written
communication to the Trust's principal executive office, or if published at
least once in a newspaper of general circulation in the county where that office
is located. Notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by telegram or other means
of written communication or, where notice is given by publication, on the date
of publication.

If any notice addressed to a Shareholder at the address of that Shareholder
appearing on the books of the Trust is returned to the Trust by the United
States Postal Service marked to indicate that the Postal Service is unable to
deliver the notice to the Shareholder at that address, all future notices or
reports shall be deemed to have been duly given without further mailing if such
future notices or reports shall be kept available to the Shareholder, upon
written demand of the Shareholder, at the principal executive office of the
Trust for a period of one year from the date of the giving of the notice.

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<PAGE>

An affidavit of the mailing or other means of giving any notice of any
meeting of Shareholders shall be filed and maintained in the minute book of the
Trust.

SECTION 5. ADJOURNED MEETING; NOTICE. Any meeting of Shareholders,
whether or not a quorum is present, may be adjourned from time to time by the
vote of the majority of the Shares represented at that meeting, either in person
or by proxy.

When any meeting of Shareholders is adjourned to another time or place,
notice need not be given of the adjourned meeting at which the adjournment is
taken, unless a new record date of the adjourned meeting is fixed or unless the
adjournment is for more than sixty (60) days from the date set for the original
meeting, in which case the Trustees shall set a new record date. Notice of any
such adjourned meeting shall be given to each Shareholder of record entitled to
vote at the adjourned meeting in accordance with the provisions of Sections 3
and 4 of this Article II. At any adjourned meeting, the Trust may transact any
business which might have been transacted at the original meeting.

SECTION 6. VOTING. The Shareholders entitled to vote at any meeting of
Shareholders shall be determined in accordance with the provisions of the
Declaration of Trust of the Trust, as in effect at such time. The Shareholders'
vote may be by voice vote or by ballot, provided, however, that any election for
Trustees must be by ballot if demanded by any Shareholder before the voting has
begun. On any matter other than election of Trustees, any Shareholder may vote
part of the Shares in favor of the proposal and refrain from voting the
remaining Shares or vote them against the proposal, but if the Shareholder fails
to specify the number of Shares which the Shareholder is voting affirmatively,
it will be conclusively presumed that the Shareholder's approving vote is with
respect to the total Shares that such Shareholder is entitled to vote on such
proposal.

SECTION 7. WAIVER OF NOTICE; CONSENT OF ABSENT SHAREHOLDERS. The
transaction of business and any actions taken at a meeting of Shareholders,
however called and noticed and wherever held, shall be as valid as though taken
at a meeting duly held after regular call and notice provided a quorum is
present either in person or by proxy at the meeting of Shareholders and if
either before or after the meeting, each Shareholder entitled to vote who was
not present in person or by proxy at the meeting of the Shareholders signs a
written waiver of notice or a consent to a holding of the meeting or an approval
of the minutes. The waiver of notice or consent need not specify either the
business to be transacted or the purpose of any meeting of Shareholders.

Attendance by a Shareholder at a meeting of Shareholders shall also
constitute a waiver of notice of that meeting, except if the Shareholder objects
at the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened and except that attendance at a
meeting of Shareholders is not a waiver of any right to object to the
consideration of matters not included in the notice of the meeting of
Shareholders if that objection is expressly made at the beginning of the
meeting.

SECTION 8. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Except as provided in the Declaration of Trust, any action that may be taken at
any meeting of Shareholders may be taken without a meeting and without prior
notice if a consent in writing

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<PAGE>

setting forth the action to be taken is signed by the holders of outstanding
Shares having not less than the minimum number of votes that would be necessary
to authorize or take that action at a meeting at which all Shares entitled to
vote on that action were present and voted provided, however, that the
Shareholders receive any necessary Information Statement or other necessary
documentation in conformity with the requirements of the Securities Exchange Act
of 1934 or the rules or regulations thereunder. All such consents shall be filed
with the Secretary of the Trust and shall be maintained in the Trust's records.
Any Shareholder giving a written consent or the Shareholder's proxy holders or a
transferee of the Shares or a personal representative of the Shareholder or
their respective proxy holders may revoke the Shareholder's written consent by a
writing received by the Secretary of the Trust before written consents of the
number of Shares required to authorize the proposed action have been filed with
the Secretary.

If the consents of all Shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
Shareholders shall not have been received, the Secretary shall give prompt
notice of the action approved by the Shareholders without a meeting. This
notice shall be given in the manner specified in Section 4 of this Article II.

SECTION 9. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS.

(a) For purposes of determining the Shareholders entitled to vote or act at any
meeting or adjournment thereof, the Trustees may fix in advance a record
date which shall not be more than ninety (90) days nor less than ten (10)
days before the date of any such meeting. Without fixing a record date for
a meeting, the Trustees may for voting and notice purposes close the
register or transfer books for one or more Series (or Classes) for all or
any part of the period between the earliest date on which a record date for
such meeting could be set in accordance herewith and the date of such
meeting.

If the Trustees do not so fix a record date or close the register or
transfer books of the affected Series or Classes, the record date for
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders shall be the close of business on the business day next preceding
the day on which notice is given or if notice is waived, at the close of
business on the business day next preceding the day on which the meeting is
held.

(b) The record date for determining Shareholders entitled to give consent to
action in writing without a meeting, (a) when no prior action of the
Trustees has been taken, shall be the day on which the first written
consent is given, or (b) when prior action of the Trustees has been taken,
shall be (i) such date as determined for that purpose by the Trustees,
which record date shall not precede the date upon which the resolution
fixing it is adopted by the Trustees and shall not be more than twenty (20)
days after the date of such resolution, or (ii) if no record date is fixed
by the Trustees, the record date shall be the close of business on the day
on which the Trustees adopt the resolution relating to that action. Nothing
in this Section shall be construed as precluding the Trustees from setting
different record dates for different Series or Classes. Only Shareholders
of record on the record date as herein determined shall have any right to
vote or to act at any meeting or give consent to any action relating to
such record date, notwithstanding any transfer of Shares on the books of
the Trust after such record date.

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SECTION 10. PROXIES. Subject to the provisions of the Declaration of
Trust, every Person entitled to vote for Trustees or on any other matter shall
have the right to do so either in person or by proxy, provided that either (i)
an instrument authorizing such a proxy to act is executed by the Shareholder in
writing and dated not more than eleven (11) months before the meeting, unless
the instrument specifically provides for a longer period or (ii) the Trustees
adopt an electronic, telephonic, computerized or other alternative to the
execution of a written instrument authorizing the proxy to act, and such
authorization is received not more than eleven (11) months before the meeting.
A proxy shall be deemed executed by a Shareholder if the Shareholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission or otherwise) by the Shareholder or the Shareholder's attorney-in-
fact. A valid proxy which does not state that it is irrevocable shall continue
in full force and effect unless (i) revoked by the Person executing it before
the vote pursuant to that proxy is taken, (a) by a writing delivered to the
Trust stating that the proxy is revoked, or (b) by a subsequent proxy executed
by such Person, or (c) attendance at the meeting and voting in person by the
Person executing that proxy, or (d) revocation by such Person using any
electronic, telephonic, computerized or other alternative means authorized by
the Trustees for authorizing the proxy to act; or (ii) written notice of the
death or incapacity of the maker of that proxy is received by the Trust before
the vote pursuant to that proxy is counted. A proxy with respect to Shares held
in the name of two or more Persons shall be valid if executed by any one of them
unless at or prior to exercise of the proxy the Trust receives a specific
written notice to the contrary from any one of the two or more Persons. A proxy
purporting to be executed by or on behalf of a Shareholder shall be deemed valid
unless challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger.

SECTION 11. INSPECTORS OF ELECTION. Before any meeting of Shareholders,
the Trustees may appoint any persons other than nominees for office to act as
inspectors of election at the meeting or its adjournment. If no inspectors of
election are so appointed, the Chairman of the meeting may appoint inspectors of
election at the meeting. The number of inspectors shall be two (2). If any
person appointed as inspector fails to appear or fails or refuses to act, the
Chairman of the meeting may appoint a person to fill the vacancy.

These inspectors shall:

(a) Determine the number of Shares outstanding and the voting power
of each, the Shares represented at the meeting, the existence of
a quorum and the authenticity, validity and effect of proxies;

(b) Receive votes, ballots or consents;

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

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(g) Do any other acts that may be proper to conduct the election or
vote with fairness to all Shareholders.

ARTICLE III

TRUSTEES

SECTION 1. POWERS. Subject to the applicable provisions of the 1940
Act, the Declaration of Trust and these By-Laws relating to action required to
be approved by the Shareholders, the business and affairs of the Trust shall be
managed and all powers shall be exercised by or under the direction of the
Trustees.

SECTION 2. NUMBER OF TRUSTEES. The exact number of Trustees within the
limits specified in the Declaration of Trust shall be fixed from time to time by
a resolution of the Trustees.

SECTION 3. VACANCIES. Vacancies in the authorized number of Trustees
may be filled as provided in the Declaration of Trust.

SECTION 4. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings of
the Trustees may be held at any place that has been selected from time to time
by the Trustees. In the absence of such a selection, regular meetings shall be
held at the principal executive office of the Trust. Subject to any applicable
requirements of the 1940 Act, any meeting, regular or special, may be held by
conference telephone or similar communication equipment, so long as all Trustees
participating in the meeting can hear one another and all such Trustees shall be
deemed to be present in person at the meeting.

SECTION 5. REGULAR MEETINGS. Regular meetings of the Trustees shall be
held without call at such time as shall from time to time be fixed by the
Trustees. Such regular meetings may be held without notice

SECTION 6. SPECIAL MEETINGS. Special meetings of the Trustees for any
purpose or purposes may be called at any time by the President or any Vice
President or the Secretary or any two (2) Trustees.

Notice of the time and place of special meetings shall be delivered
personally or by telephone to each Trustee or sent by first-class mail, by
telegram or telecopy (or similar electronic means) or by nationally recognized
overnight courier, charges prepaid, addressed to each Trustee at that Trustee's
address as it is shown on the records of the Trust. If the notice is mailed, it
shall be deposited in the United States mail at least seven (7) calendar days
before the time of the holding of the meeting. If the notice is delivered
personally or by telephone or by telegram, telecopy (or similar electronic
means), or overnight courier, it shall be given at least forty-eight (48) hours
before the time of the holding of the meeting. Any oral notice given personally
or by telephone must be communicated only to the Trustee. The notice need not
specify the purpose of the meeting or the place of the meeting, if the meeting
is to be held at the principal executive office of the Trust. Notice of a
meeting need not be given to any Trustee if a written waiver of notice, executed
by such Trustee before or after the meeting, is filed with the

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records of the meeting, or to any Trustee who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to such
Trustee.

SECTION 7. QUORUM. One third (1/3) of the authorized number of Trustees
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 9 of this Article III. Every act or decision done or made
by a majority of the Trustees present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Trustees, subject to the
provisions of the Declaration of Trust. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of Trustees if any action taken is approved by at least a majority of
the required quorum for that meeting.

SECTION 8. WAIVER OF NOTICE. Notice of any meeting need not be given to
any Trustee who either before or after the meeting signs a written waiver of
notice, a consent to holding the meeting, or an approval of the minutes. The
waiver of notice or consent need not specify the purpose of the meeting. All
such waivers, consents, and approvals shall be filed with the records of the
Trust or made a part of the minutes of the meeting. Notice of a meeting shall
also be deemed given to any Trustee who attends the meeting without protesting,
prior to or at its commencement, the lack of notice to that Trustee.

SECTION 9. ADJOURNMENT. A majority of the Trustees present, whether or
not constituting a quorum, may adjourn any meeting to another time and place.

SECTION 10. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given unless the meeting is adjourned
for more than forty-eight (48) hours, in which case notice of the time and place
shall be given before the time of the adjourned meeting in the manner specified
in Section 6 of this Article III to the Trustees who were present at the time of
the adjournment.

SECTION 11. ACTION WITHOUT A MEETING. Unless the 1940 Act requires that
a particular action be taken only at a meeting at which the Trustees are present
in person, any action to be taken by the Trustees at a meeting may be taken
without such meeting by the written consent of a majority of the Trustees then
in office. Any such written consent may be executed and given by telecopy or
similar electronic means. Such written consents shall be filed with the minutes
of the proceedings of the Trustees. If any action is so taken by the Trustees
by the written consent of less than all of the Trustees, prompt notice of the
taking of such action shall be furnished to each Trustee who did not execute
such written consent, provided that the effectiveness of such action shall not
be impaired by any delay or failure to furnish such notice.

SECTION 12. FEES AND COMPENSATION OF TRUSTEES. Trustees and members of
committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
Trustees. This Section 12 of Article III shall not be construed to preclude any
Trustee from serving the Trust in any other capacity as an officer, agent,
employee, or otherwise and receiving compensation for those services.

SECTION 13. DELEGATION OF POWER TO OTHER TRUSTEES. Any Trustee may, by
power of attorney, delegate his or her power for a period not exceeding one (1)
month at any one time to any other Trustee. Except where applicable law may
require a Trustee to be present in person, a

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Trustee represented by another Trustee, pursuant to such power of attorney,
shall be deemed to be present for purpose of establishing a quorum and
satisfying the required majority vote.

ARTICLE IV

COMMITTEES

SECTION 1. COMMITTEES OF TRUSTEES. The Trustees may by resolution
designate one or more committees, each consisting of two (2) or more Trustees,
to serve at the pleasure of the Trustees. The Trustees may designate one or
more Trustees as alternate members of any committee who may replace any absent
member at any meeting of the committee. Any committee to the extent provided
for by resolution of the Trustees, shall have the authority of the Trustees,
except with respect to:

(a) the approval of any action which under applicable law requires
approval by a majority of the entire authorized number of
Trustees or certain Trustees;

(b) the filling of vacancies of Trustees;

(d) the amendment or termination of the Declaration of Trust or any
Series of Class or the amendment of the By-Laws or the adoption
of new By-Laws;

(e) the amendment or repeal of any resolution of the Trustees which
by its express terms is not so amendable or repealable;

(f) a distribution to the Shareholders of the Trust, except at a rate
or in a periodic amount or within a designated range determined
by the Trustees; or

(g) the appointment of any other committees of the Trustees or the
members of such committees.

SECTION 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by and held and taken in accordance with the
provisions of Article III of these By-Laws, with such changes in the context
thereof as are necessary to substitute the committee and its members for the
Trustees generally, except that the time of regular meetings of committees may
be determined either by resolution of the Trustees or by resolution of the
committee. Special meetings of committees may also be called by resolution of
the Trustees. Alternate members shall be given notice of meetings of committees
and shall have the right to attend all meetings of committees. The Trustees may
adopt rules for the governance of any committee not inconsistent with the
provisions of these By-Laws.

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ARTICLE V

OFFICERS

SECTION 1. OFFICERS. The officers of the Trust shall be a President, a
Secretary, and a Treasurer. The Trust may also have, at the discretion of the
Trustees, a Chairman of the Board (Chairman), one or more Vice Presidents, one
or more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 3 of
this Article V. Any number of offices may be held by the same person. The
Chairman, if there be one, shall be a Trustee and may be, but need not be, a
Shareholder; and any other officer may be, but need not be, a Trustee or
Shareholder.

SECTION 2. ELECTION OF OFFICERS. The officers of the Trust, except such
officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article V, shall be chosen by the Trustees, and each shall
serve at the pleasure of the Trustees, subject to the rights, if any, of an
officer under any contract of employment.

SECTION 3. SUBORDINATE OFFICERS. The Trustees may appoint and may
empower the President to appoint such other officers as the business of the
Trust may require, each of whom shall hold office for such period, have such
authority and perform such duties as are provided in these By-Laws or as the
Trustees may from time to time determine.

SECTION 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights,
if any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by the Trustees at any regular or special
meeting of the Trustees or by the principal executive officer or by such other
officer upon whom such power of removal may be conferred by the Trustees.

Any officer may resign at any time by giving written notice to the Trust.
Any resignation shall take effect at the date of the receipt of that notice or
at any later time specified in that notice; and unless otherwise specified in
that notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
Trust under any contract to which the officer is a party.

SECTION 5. VACANCIES IN OFFICES. A vacancy in any office because of
death, resignation, removal, disqualification or other cause shall be filled in
the manner prescribed in these By-Laws for regular appointment to that office.
The President may make temporary appointments to a vacant office pending action
by the Trustees.

SECTION 6. CHAIRMAN. The Chairman, if such an officer is elected, shall
if present, preside at meetings of the Trustees, shall be the chief executive
officer of the Trust and shall, subject to the control of the Trustees, have
general supervision, direction and control of the business and the officers of
the Trust and exercise and perform such other powers and duties as may be from
time to time assigned to him or her by the Trustees or prescribed by the
Declaration of Trust or these By-Laws.

SECTION 7. PRESIDENT. Subject to such supervisory powers, if any, as
may be given by the Trustees to the Chairman, if there be such an officer, the
President shall be the chief operating officer of the Trust and shall, subject
to the control of the Trustees and the Chairman, have general supervision,
direction and control of the business and the officers of the Trust. He

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or she shall preside at all meetings of the Shareholders and, in the absence of
the Chairman or if there be none, at all meetings of the Trustees. He or she
shall have the general powers and duties of a president of a corporation and
shall have such other powers and duties as may be prescribed by the Trustees,
the Declaration of Trust or these By-Laws.

SECTION 8. VICE PRESIDENTS. In the absence or disability of the
President, any Vice President, unless there is an Executive Vice President,
shall perform all the duties of the President and when so acting shall have all
powers of and be subject to all the restrictions upon the President. The
Executive Vice President or Vice Presidents, whichever the case may be, shall
have such other powers and shall perform such other duties as from time to time
may be prescribed for them respectively by the Trustees or the President or the
Chairman or by these By-Laws.

SECTION 9. SECRETARY. The Secretary shall keep or cause to be kept at
the principal executive office of the Trust, or such other place as the Trustees
may direct, a book of minutes of all meetings and actions of Trustees,
committees of Trustees and Shareholders with the time and place of holding,
whether regular or special, and if special, how authorized, the notice given,
the names of those present at Trustees' meetings or committee meetings, the
number of Shares present or represented at meetings of Shareholders and the
proceedings of the meetings.

The Secretary shall keep or cause to be kept at the principal executive
office of the Trust or at the office of the Trust's transfer agent or registrar,
a share register or a duplicate share register showing the names of all
Shareholders and their addresses, the number and classes of Shares held by each,
the number and date of certificates issued for the same and the number and date
of cancellation of every certificate surrendered for cancellation.

The Secretary shall give or cause to be given notice of all meetings of the
Shareholders and of the Trustees (or committees thereof) required to be given by
these By-Laws or by applicable law and shall have such other powers and perform
such other duties as may be prescribed by the Trustees or by these By-Laws.

SECTION 10. TREASURER. The Treasurer shall be the chief financial
officer and chief accounting officer of the Trust and shall keep and maintain or
cause to be kept and maintained adequate and correct books and records of
accounts of the properties and business transactions of the Trust and each
Series or Class thereof, including accounts of the assets, liabilities,
receipts, disbursements, gains, losses, capital and retained earnings of all
Series or Classes thereof. The books of account shall at all reasonable times
be open to inspection by any Trustee.

The Treasurer shall deposit all monies and other valuables in the name and
to the credit of the Trust with such depositaries as may be designated by the
Board of Trustees. He or she shall disburse the funds of the Trust as may be
ordered by the Trustees, shall render to the President and Trustees, whenever
they request it, an account of all of his or her transactions as chief financial
officer and of the financial condition of the Trust and shall have other powers
and perform such other duties as may be prescribed by the Trustees or these By-
Laws.

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ARTICLE VI

INDEMNIFICATION OF TRUSTEES, OFFICERS, EMPLOYEES AND OTHER AGENTS

SECTION 1. AGENTS, PROCEEDINGS, EXPENSES. For the purpose of this
Article, "agent" means any Person who is or was a trustee, officer, employee or
other agent of the Trust or is or was serving at the request of the Trust as a
trustee, director, officer, employee or agent of another organization in which
the Trust has any interest as a shareholder, creditor or otherwise; "proceeding"
means any threatened, pending or completed claim, action, suit or proceeding,
whether civil, criminal, administrative or investigative (including appeals);
and "expenses" includes, without limitation, attorneys' fees, costs, judgments,
amounts paid in settlement, fines, penalties and all other liabilities
whatsoever.

SECTION 2. INDEMNIFICATION. Subject to the exceptions and limitations
contained in Section 3 of this Article VI, every agent shall be indemnified by
the Trust to the fullest extent permitted by law against all liabilities and
against all expenses reasonably incurred or paid by him or her in connection
with any proceeding in which he or she becomes involved as a party or otherwise
by virtue of his or her being or having been an agent.

SECTION 3. LIMITATIONS, SETTLEMENTS. No indemnification shall be
provided hereunder to an agent:

(a) who shall have been adjudicated, by the court or other body
before which the proceeding was brought, to be liable to the
Trust or its Shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office (collectively,
"disabling conduct"); or

(b) with respect to any proceeding disposed of (whether by
settlement, pursuant to a consent decree or otherwise) without an
adjudication by the court or other body before which the
proceeding was brought that such agent was liable to the Trust or
its Shareholders by reason of disabling conduct, unless there has
been a determination that such agent did not engage in disabling
conduct:

(i) by the court or other body before which the proceeding was
brought;

(ii) by at least a majority of those Trustees who are neither
Interested Persons of the Trust nor are parties to the
proceeding based upon a review of readily available facts
(as opposed to a full trial-type inquiry); or

(iii)by written opinion of independent legal counsel based upon
a review of readily available facts (as opposed to a full
trial type inquiry);

provided, however, that indemnification shall be provided hereunder to an agent
with respect to any proceeding in the event of (1) a final decision on the
merits by the court or other body before which the proceeding was brought that
the agent was not liable by reason of disabling conduct, or (2) the dismissal of
the proceeding by the court or other body before which it was brought for
insufficiency of evidence of any disabling conduct with which such agent has
been charged.

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SECTION 4. INSURANCE, RIGHTS NOT EXCLUSIVE. The rights of
indemnification herein provided (i) may be insured against by policies
maintained by the Trust on behalf of any agent, (ii) shall be severable, (iii)
shall not be exclusive of or affect any other rights to which any agent may now
or hereafter be entitled and (iv) shall inure to the benefit of the agent's
heirs, executors and administrators.

SECTION 5. ADVANCE OF EXPENSES. Expenses incurred by an agent in
connection with the preparation and presentation of a defense to any proceeding
may be paid by the Trust from time to time prior to final disposition thereof
upon receipt of an undertaking by, or on behalf of, such agent that such amount
will be paid over by him or her to the Trust if it is ultimately determined that
he or she is not entitled to indemnification under this Article VI; provided,
however, that (a) such agent shall have provided appropriate security for such
undertaking, (b) the Trust is insured against losses arising out of any such
advance payments, or (c) either a majority of the Trustees who are neither
Interested Persons of the Trust nor parties to the proceeding, or independent
legal counsel in a written opinion, shall have determined, based upon a review
of the readily available facts (as opposed to a trial-type inquiry or full
investigation), that there is reason to believe that such agent will be found
entitled to indemnification under this Article VI.

SECTION 6. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article does not
apply to any proceeding against any trustee, investment manager or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of this Trust as defined in Section 1 of
this Article. Nothing contained in this Article shall limit any right to
indemnification to which such a trustee, investment manager, or other fiduciary
may be entitled by contract or otherwise, which shall be enforceable to the
extent permitted by applicable law other than this Article VI.

ARTICLE VII

INSPECTION OF RECORDS AND REPORTS

SECTION 1. INSPECTION BY SHAREHOLDERS. The Trustees shall from time to
time determine whether and to what extent, and at what times and places, and
under what conditions and regulations the accounts and books of the Trust or any
of them shall be open to the inspection of the Shareholders; and no Shareholder
shall have any right to inspect any account or book or document of the Trust
except as conferred by law or otherwise by the Trustees or by resolution of the
Shareholders.

SECTION 2. INSPECTION BY TRUSTEES. Every Trustee shall have the
absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the Trust. This
inspection by a Trustee may be made in person or by an agent or attorney and the
right of inspection includes the right to copy and make extracts of documents.

SECTION 3. FINANCIAL STATEMENTS. A copy of any financial statements and
any income statement of the Trust for each semi-annual period of each fiscal
year and accompanying balance sheet of the Trust as of the end of each such
period that has been prepared by the Trust shall be kept on file in the
principal executive office of the Trust for at least twelve (12) months

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and each such statement shall be exhibited at all reasonable times to any
Shareholder demanding an examination of any such statement or a copy shall be
mailed to any such Shareholder.

The semi-annual income statements and balance sheets referred to in this
section shall be accompanied by the report, if any, of any independent
accountants engaged by the Trust or the certificate of an authorized officer of
the Trust that the financial statements were prepared without audit from the
books and records of the Trust.

ARTICLE VIII

GENERAL MATTERS

SECTION 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks,
drafts, or other orders for payment of money, notes or other evidences of
indebtedness issued in the name of or payable to the Trust shall be signed or
endorsed in such manner and by such person or persons as shall be designated
from time to time in accordance with the resolution of the Board of Trustees.

SECTION 2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Trustees,
except as otherwise provided in these By-Laws, may authorize any officer or
officers, agent or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the Trust and this authority may be general or
confined to specific instances; and unless so authorized or ratified by the
Trustees or within the agency power of an officer, no officer, agent, or
employee shall have any power or authority to bind the Trust by any contract or
engagement or to pledge its credit or to render it liable for any purpose or for
any amount.

SECTION 3. FISCAL YEAR. The fiscal year of the Trust shall be fixed and
refixed or changed from time to time by the Trustees.

SECTION 4. SEAL. The seal of the Trust shall consist of a flat-faced
dye with the name of the Trust cut or engraved thereon. However, unless
otherwise required by the Trustees, the seal shall not be necessary to be placed
on, and its absence shall not impair the validity of, any document, instrument
or other paper executed and delivered by or on behalf of the Trust.

ARTICLE IX

AMENDMENTS

Except as otherwise provided by applicable law or by the Declaration of
Trust, these By-Laws may be restated, amended, supplemented or repealed by a
majority vote of the Trustees, provided that no restatement, amendment,
supplement or repeal hereof shall limit the rights to indemnification or
insurance provided in Article VI hereof with respect to any acts or omissions of
agents (as defined in Article VI) of the Trust prior to such amendment.

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