<PAGE>
As Filed With The Securities And Exchange Commission On May 12, 2000
Securities Act File No. 333-36588
Investment Company Act File No. 811-09937
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [_]
PRE-EFFECTIVE AMENDMENT NO. 1 [X]
POST-EFFECTIVE AMENDMENT NO. __ [_]
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_]
AMENDMENT NO. 1 [X]
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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
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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|
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
================================================================================
TITLE OF SECURITIES PROPOSED MAXIMUM AMOUNT OF
BEING REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
Shares of Beneficial Interest, par
value $0.01 per share $100,000,000 $26,400(1)
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(1) The Registrant has previously paid $26,400 of this registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
CROSS REFERENCE SHEET
PARTS A AND B OF PROSPECTUS
<TABLE>
<CAPTION>
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......... Shares of Beneficial Interest; Distribution
Other Securities Policy
11. Defaults and Arrears on Senior Securities.. Not Applicable
12. Legal Proceedings.......................... Not Applicable
13. Table of Contents of the Statement of...... Table of Contents of Statement of
Additional Information 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...... Not Applicable
of Securities.
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>
PART A.
Part A is incorporated by reference to the registrant's filing on Form N-2 dated
May 9, 2000.
<PAGE>
PART B.
Part B is incorporated by reference to the registrant's filing on Form N-2 dated
May 9, 2000.
<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.
<PAGE>
n. Consent of Independent Auditors.**
o. Not Applicable.
p. Agreement with respect to Seed Capital.**
q. Traditional/Roth IRA Account Opening Information
for Registrant.**
r. Codes of Ethics applicable to the Registrant.**
_________________________
* Filed as Exhibit to the registration statement dated May 9, 2000.
** To be filed by amendment.
Item 25. Marketing Arrangements: Not Applicable.
Item 26. Other Expenses of Issuance and Distribution:
Registration fees......................................... $_______
Legal fees................................................ $_______
Accounting fees........................................... $_______
Miscellaneous (mailing, etc.)............................. $_______
Total..................................................... $_______
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 -
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:
<PAGE>
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
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.
<PAGE>
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.
(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
its 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 12th day of May, 2000.
MUNDER @VANTAGE TRUST
By: /s/ James C. Robinson
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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 12, 2000.
/s/ James C. Robinson President and Trustee
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James C. Robinson
