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Dechert
1775 Eye Street, N.W.
Washington, D.C. 20006-2401
August 17, 2000
Munder@Vantage Fund
480 Pierce Street
Birmingham, Michigan 48009
Ladies and Gentlemen:
We have acted as counsel to the Munder @Vantage Fund ("Fund") in
connection with the Registration Statement of the Fund on Form N-2 (File Nos.
333-36588 and 811-09937) (the "Registration Statement"), under the Securities
Act of 1933, as amended (the "Act"), and the Investment Company Act of 1940, as
amended, relating to the proposed issuance of 40,000,000 Shares of Beneficial
Interest (the "Shares").
We have examined the Fund's Amended and Restated Declaration of Trust
and Amended and Restated By-Laws with respect to the Shares, and are familiar
with the actions taken by the Fund's Trustees in connection with the issuance
and the sale of the Shares. We have also examined such other documents and
records as we have deemed necessary for the purpose of this opinion.
Based on the foregoing, we are of the opinion that the issuance and
the sale of the Shares have been duly authorized and that when issued in
accordance with the Registration Statement, the Shares will be validly issued
and fully paid and nonassessable by the Fund.
We consent to the filing of this opinion with and as part of the
Registration Statement and to the use of our name in such Registration
Statement.
Very truly yours,
/s/ Dechert
