<PAGE>
Munder @Vantage Fund
Offering of Shares of Beneficial Interest
SOLICITING DEALER AGREEMENT
THE OFFERING WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, OCTOBER 12, 2000.(1)
To Securities Dealers and Brokers:
Munder @Vantage Fund (the "Trust") is making a public offering of shares
(the "Shares") of beneficial interest, par value $0.001 per Share, of the Trust
upon the terms and subject to the conditions set forth in the Trust's Prospectus
(the "Prospectus") (the "Offering"). The Offering Price will be $25. The
subscription period (the "Subscription Period") is expected to commence on
September 11, 2000 and end on the Expiration Date. (With respect to the
Offering, the term "Expiration Date" means 5:00 p.m., New York time, on October
12, 2000, unless and until the Trust and Distributor shall agree to shorten or
extend the period for which the Offering is open, in which event the term
"Expiration Date" with respect to the Offering will mean the latest time and
date on which the Offering, as so shortened or extended, will expire). No offers
of Shares will be made and no orders will be accepted until the Trust's
registration statement filed with the Securities and Exchange Commission (the
"SEC") has been declared effective by the SEC.
For the duration of the Offering, the Trust has agreed that any qualified
broker or dealer executing a Soliciting Dealer Agreement who solicits the
purchase of Shares in the Offering and who complies with the procedures
described below (a "Soliciting Dealer") shall be entitled to receive a Sales
Load with respect to such purchases. This Agreement relates to offers and sales
of Shares by the Soliciting Dealer only during the Subscription Period and does
not relate to offers and sales that may be made during any subsequent continuous
offering of Shares. Upon timely delivery to the Trust's transfer agent for the
Offering of payment for Shares purchased in the Offering in accordance with the
requirements of this Agreement and properly completed and executed documentation
as set forth in this Soliciting Dealer Agreement and after approval of the
purchase order by the Distributor, a Soliciting Dealer will be entitled to
receive a Sales Load equal to $1.00 per Share for each Share issued pursuant to
the sale of Shares where the purchaser is purchasing less than $500,000 worth of
Shares, $0.50 per Share for each Share issued pursuant to the sale of Shares
where the purchaser is purchasing $500,000 or more but less than $1,000,000
worth of Shares and $0.25 per Share for each Share issued pursuant to the sale
of Shares where the purchaser is purchasing $1,000,000 or more worth of Shares;
provided, however, that no payment shall be due with respect to the issuance of
any Shares until payment therefor is actually received by the Trust's transfer
agent. No Sales Load will be paid to the Soliciting Dealer for the investment of
dividends or other distributions in additional Shares. A qualified broker or
dealer is a broker or dealer which is registered with the Securities and
Exchange Commission under the
----------------
1 Unless shortened or extended.
<PAGE>
Securities Exchange Act of 1934, as amended (the "Exchange Act") and a member in
good standing the National Association of Securities Dealers, Inc. ("NASD") at
all times during the period covered by this Agreement.
The Trust has agreed that such Sales Loads payable to the undersigned
Soliciting Dealer shall be paid out of the proceeds from the purchase of Shares.
Solicitation and other activities by Soliciting Dealers may be undertaken only
in accordance with the applicable rules and regulations of the Securities and
Exchange Commission and the Conduct Rules of the NASD and only in those states
and other jurisdictions where such solicitations and other activities may
lawfully be undertaken and in accordance with the laws thereof. The Soliciting
Dealer understands that the Trust's registration statement is not currently
effective and is not expected to be declared effective until shortly prior to
the Subscription Period and effectiveness may occur in a later calendar month
than contemplated on the date of this Agreement.
Compensation will not be paid for solicitations in any state or other
jurisdiction in which, in the opinion of counsel to the Trust or counsel to the
Distributor, such compensation may not lawfully be paid. No Soliciting Dealer
shall be paid a Sales Load with respect to Shares purchased for its own account
or for the account of any affiliate of the Soliciting Dealer, except that the
Distributor shall receive the Sales Load with respect to Shares purchased for
its own account provided that, at the time of purchase by the Distributor, the
Distributor has received from its customers outstanding orders for the purchase
of such Shares. No Soliciting Dealer or any other person is authorized by the
Trust or the Distributor to give any information or make any representations in
connection with the Offering other than those contained in the Prospectus and
other authorized sales materials furnished by the Distributor. No Soliciting
Dealer is authorized to act as agent of the Trust or the Distributor in any
connection or transaction. In addition, nothing herein contained shall
constitute the Soliciting Dealers as partners with the Distributor or with one
another, or agents of the Distributor or of the Trust, or create any association
between such parties, nor shall it render the Distributor or the Trust liable
for the obligations of any Soliciting Dealer.
Shares may be offered for sale and sold by the Soliciting Dealer only at
the applicable public offering price. The Soliciting Dealer understands that
neither the Trust nor the Distributor has any obligation or intention to
purchase any Shares from the Soliciting Dealer at any price, except that the
Trust intends to make quarterly repurchase offers as described in the Trust's
prospectus. Any representation as to a tender offer by the Trust, other than
that which is set forth in the Trust's then current prospectus, is expressly
prohibited. The Soliciting Dealer hereby covenants that it (i) will not make a
secondary market in any Shares of the Trust, (ii) will not purchase or hold such
Shares in inventory for the purpose of resale in the open market, and (iii) will
not repurchase such Shares in the open market. Except for sales and purchases
from the Soliciting Dealer's retail customers, the Soliciting Dealer agrees to
buy Shares only through the Distributor and not from any other sources and to
sell Shares only to the Distributor or the Trust and not to any other
purchasers.
In order for a Soliciting Dealer to receive a Sales Load, the Trust's
transfer agent must have received from such Soliciting Dealer no later than 5:00
p.m., New York City time, on the Expiration Date, the order and full payment for
such Shares. The Soliciting Dealer understands that Shares may only be traded
through NSCC's Fund/Serv and held in a NSCC Network Level 1, Level 2 or Level 3
Account or in a broker-dealer house account. Sales Loads will only be paid
2
<PAGE>
after receipt by the Distributor of a properly completed and duly executed
Soliciting Dealer Agreement (or a facsimile thereof) and upon approval by the
Distributor of each purchase order. Pursuant to the Distribution Agreement,
Sales Loads are to be paid by the Trust, via the Trust's transfer agent on
behalf of the Distributor, to the Soliciting Dealer at an address designated by
the Soliciting Dealer below by October 17, 2000; provided, however, that if the
Expiration Date is shortened or extended by any number of days, then such
payment date shall be shortened or extended by the same number of days.
During the Subscription Period, the Distributor will furnish to the
Soliciting Dealer, without charge, reasonable quantities of the current offering
prospectus of the Trust and sales material issued from time to time by the
Distributor. The Soliciting Dealer will not alter such materials in any way or
use any other material to market the Shares. All questions as to the form,
validity and eligibility (including time or receipt) of this Soliciting Dealer
Agreement will be determined by the Distributor, which determination shall be
final and binding. Unless waived, any irregularities in connection with a
Soliciting Dealer Agreement or delivery thereof must be cured within such time
as the Distributor shall determine. None of the Trust, the Distributor or the
Trust's transfer agent or any other person will be under any duty to give
notification to a Soliciting Dealer of any defects or irregularities in any
Soliciting Dealer Agreement or incur any liability for failure to give such
notification. During the Subscription Period, the Soliciting Dealer agrees to
transmit orders for the purchase of Shares through NSCC's Fund/Serv on a daily
basis. Orders that have not been transmitted as of the Expiration Date will not
be accepted by the Distributor.
The acceptance of Sales Loads by the undersigned Soliciting Dealer shall
constitute a representation by such Soliciting Dealer to the Trust that: (i) it
has received and reviewed the Prospectus; (ii) in soliciting purchases of
Shares, it has complied with all the applicable requirements of all federal
securities laws, the applicable rules and regulations thereunder, any applicable
securities laws of any state or jurisdiction where such solicitations may
lawfully be made, and the applicable rules and regulations of the NASD; (iii) in
soliciting purchases of Shares, it has not published, circulated or used any
advertisements, sales materials or other marketing materials other than the
Prospectus and any other authorized sales material furnished by the Distributor;
(iv) it has not been authorized to give any information or make any
representation not contained in the Prospectus; (v) it has not purported to act
as agent of the Trust or the Distributor in any connection or transaction
relating to the Offering; (vi) the information contained in this Soliciting
Dealer Agreement is, to its best knowledge, true and complete; (vii) it is not
affiliated with the Trust; (viii) it will not accept any Sales Load paid by the
Trust's transfer agent on behalf of the Distributor with respect to Shares
purchased by the Soliciting Dealer for its own account; (ix) it will not remit,
directly or indirectly, any part of any Sales Load paid by the Trust's transfer
agent on behalf of the Distributor pursuant to the terms hereof to any
beneficial owner of Shares purchased pursuant to the Offering; and (x) it has
agreed to the amount of the Sales Loads and the terms and conditions set forth
herein with respect to receiving such Sales Loads. In making the foregoing
representations, Soliciting Dealers are reminded of the possible applicability
of Regulation M under the Exchange Act if they have bought, sold, dealt in or
traded in any Shares for their own account since the commencement of the
Offering.
The Soliciting Dealer agrees to indemnify, defend and hold harmless the
Distributor and the Trust and their predecessors, successors, and affiliates,
each current or former partner, officer, director, employee, shareholder or
agent and each person who controls or is
3
<PAGE>
controlled by the Distributor from any and all losses, claims, liabilities,
costs, and expenses, including attorneys' fees, that may be assessed against or
suffered or incurred by any of them howsoever they arise, and as they are
incurred, which relate in any way to: (i) any alleged violation of any statute
or regulation (including without limitation the securities laws and regulations
of the United States or any state) or alleged tort or breach of contract,
related to the offer or sale by the Soliciting Dealer of Shares pursuant to this
Agreement; or (ii) the breach by the Soliciting Dealer of any of it's
representations and warranties specified herein or the Soliciting Dealer's
failure to comply with the terms and conditions of this Agreement.
By signing this Agreement, both the Distributor and the Soliciting Dealer
warrant that they are members of the NASD, and agree that termination of such
membership by either party at any time shall terminate this Agreement forthwith.
Each party further agrees to comply with all rules and regulations of the NASD
and specifically to observe the following provisions:
(a) Neither the Distributor nor the Soliciting Dealer shall withhold
placing customers' orders for Shares so as to profit itself as a
result of such withholding.
(b) The Distributor shall not purchase Shares from the Trust except for
the purpose of covering purchase orders already received, and the
Soliciting Dealer shall not purchase Shares of the Trust through the
Distributor other than for investment, except for the purpose of
covering purchase orders already received.
The Soliciting Dealer shall be solely responsible for making all
determinations pursuant to NASD Conduct Rule 2310 as to the suitability of
Shares for each customer to whom it recommend Shares.
Upon expiration of the Offering, no Sales Loads will be payable to
Soliciting Dealers with respect to Shares purchased thereafter.
Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Prospectus.
This Soliciting Dealer Agreement will be governed by the laws of the State
of New York without reference to the choice of law principles thereof.
4
<PAGE>
Please execute this Soliciting Dealer Agreement below accepting the terms
and conditions hereof and (i) confirming that you are a member in good standing
of the NASD and (ii) certifying that you will solicit the purchase of the
Shares, all as described above, in accordance with the terms and conditions set
forth in this Soliciting Dealer Agreement. Please forward an executed copy of
this Soliciting Dealer Agreement to the Distributor, One Bush Street, San
Francisco, California 90024. A signed copy of this Soliciting Dealer Agreement
will be promptly returned to the Soliciting Dealer at the address set forth
below.
Very truly yours,
Chase Securities, Inc.
By: ____________________
Name:
Title:
5
<PAGE>
-------------------------------------------------------------------------------
PLEASE COMPLETE THE INFORMATION BELOW:
ACCEPTED AND CONFIRMED BY SOLICITING DEALER
___________________________ ___________________________________
Printed Firm Name Address
___________________________ ______________________________
Authorized Signature Area Code and Telephone Number
___________________________ ______________________________
Name and Title Area Code and Facsimile Number
Dated: ____________________
6
<PAGE>
Payment of the Sales Load should be mailed by check to the following address:
___________________________
___________________________
___________________________
7
