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INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made this __ day of August, 2000, between the Munder @Vantage
Fund (the "Fund"), and Munder Capital Management (the "Advisor"), a Delaware
partnership.
WHEREAS, the Fund is Delaware business trust authorized to issue shares and
is registered as a closed-end, interval-type, management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Advisor is registered as an investment advisor under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, the Fund wishes to retain the Advisor to render investment
advisory services to the Fund, and the Advisor is willing to furnish such
services to the Fund;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the Fund and the Advisor as follows:
1. APPOINTMENT
(a) The Fund hereby appoints the Advisor to act as investment advisor to
the Fund for the periods and on the terms set forth herein. The Advisor accepts
the appointment and agrees to furnish the services set forth herein for the
compensation provided herein.
(b) In the event that the Fund establishes one or more portfolios other
than the Fund listed on Schedule A attached hereto, with respect to which it
desires to retain the Advisor to act as investment advisor hereunder, it shall
notify the Advisor in writing. If the Advisor is willing to render such
services under this Agreement it shall notify the Fund in writing whereupon such
portfolio shall become another portfolio hereunder and shall be subject to the
provisions of this Agreement to the same extent as the Fund except to the extent
that said provisions (including those relating to the compensation payable to
the Advisor) are modified with respect to such new portfolio in writing by the
Fund and the Advisor at the that time.
2. SERVICES AS INVESTMENT ADVISOR
Subject to the general supervision and direction of the Board of Trustees
of the Fund, the Advisor will (a) provide overall management to the Fund in
accordance with its investment objective and policies as stated in the
Prospectus and the Statement of Additional Information filed with the Securities
and Exchange Commission, as they may be amended from time to time; (b) make
investment decisions for the Fund; (c) oversee the placement of purchase and
sale orders on behalf of the Fund; (d) employ professional portfolio managers
and securities analysts to provide research services to the Fund; (e) maintain
books and records with respect to the Fund's securities transactions; and (f)
provide periodic and special reports to the Board of Trustees of the Fund, as
requested. In providing those services, the Advisor will provide the Fund with
ongoing research, analysis, advice and judgments regarding individual
investments, general economic conditions and trends and long-range investment
policy. In addition, the Advisor will furnish the Fund with whatever
statistical information the Fund may reasonably request with respect to the
securities that the Fund may hold or contemplate purchasing.
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The Advisor further agrees that, in performing its duties hereunder, it
will:
(a) comply with the 1940 Act and all rules and regulations thereunder and
under the Advisers Act, the Internal Revenue Code of 1986, as amended (the
"Code"), and all other applicable federal and state law and regulations, and
with any applicable procedures adopted by the Trustees;
(b) use reasonable efforts to manage the Fund so that it will qualify, and
continue to qualify, as a regulated investment company under Subchapter M of the
Code and regulations issued thereunder;
(c) maintain books and records with respect to each Fund's securities
transactions, render to the Board of Trustees of the Fund such periodic and
special reports as the Board may reasonably request, and keep the Trustees
informed of developments materially affecting the Fund's portfolio;
(d) make available to the Fund's administrator and the Fund, promptly upon
their request, such copies of its investment records and ledgers with respect to
the Fund as may be required to assist the administrator and the Fund in their
compliance with applicable laws and regulations. The Advisor will furnish the
Trustees with such periodic and special reports regarding the Fund as they may
reasonably request; and
(e) immediately notify the Fund in the event that the Advisor or any of its
affiliates: (1) becomes aware that it is subject to a statutory
disqualification that prevents the Advisor from serving as investment advisor
pursuant to this Agreement; or (2) becomes aware that it is the subject of an
administrative proceeding or enforcement action by the Securities and Exchange
Commission or other regulatory authority. The Advisor further agrees to notify
the Fund immediately of any material fact known to the Advisor respecting or
relating to the Advisor that is not contained in the Fund's Registration
Statement regarding the Fund, or any amendment or supplement thereto, but that
is required to be disclosed therein, and of any statement contained therein that
becomes untrue in any material respect.
3. DOCUMENTS
The Fund has delivered properly certified or authenticated copies of each
of the following documents to the Advisor and will deliver to it all future
amendments and supplements thereto, if any:
(a) certified resolution of the Board of Trustees of the Fund authorizing
the appointment of the Advisor and approving the form of this Agreement;
(b) the Registration Statement describing the Fund as filed with the
Securities and Exchange Commission and any amendments thereto; and
(c) exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration Statement
described above.
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4. BROKERAGE
In selecting brokers or dealers to execute transactions on behalf of the
Fund, the Advisor will use its best efforts to seek the best overall terms
available. In assessing the best overall terms available for any Fund
transaction, the Advisor will consider all factors it deems relevant, including,
but not limited to, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers-dealers to execute
a particular transaction, and in evaluating the best overall terms available,
the Advisor is authorized to consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934,
as amended (the "1934 Act")) provided to the Fund and/or other accounts over
which the Advisor or its affiliates exercise investment discretion. The parties
hereto acknowledge that it is desirable for the Fund that the Advisor have
access to supplemental investment and market research and security and economic
analysis provided by brokers-dealers who may execute brokerage transactions at a
higher cost to the Fund than may result when allocating brokerage to other
brokers on the basis of seeking the most favorable price and efficient
execution. Therefore, the Advisor may cause the Fund to pay a broker-dealer
which furnishes brokerage and research services a higher commission than that
which might be charged by another broker-dealer for effecting the same
transaction, provided that the Advisor determines in good faith that such
commission is reasonable in relation the value of the brokerage and research
services provided by such broker-dealer, viewed in terms of either the
particular transaction or the overall responsibilities of the Advisor to the
Fund. It is understood that the services provided by such brokers may be useful
to the Advisor in connection with the Advisor's services to other clients. In
accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder and
subject to any other applicable laws and regulations, the Advisor and its
affiliates are authorized to effect portfolio transactions for the Funds and to
retain brokerage commissions on such transactions.
5. RECORDS
The Advisor agrees to maintain and to preserve for the periods prescribed
under the 1940 Act any such records as are required to be maintained by the
Advisor with respect to the Funds by the 1940 Act. The Advisor further agrees
that all records which it maintains for the Fund are the property of the Fund
and it will promptly surrender any of such records upon request.
6. STANDARD OF CARE
The Advisor shall exercise its best judgment in rendering the services
under this Agreement. The Advisor shall not be liable for any error of judgment
or mistake of law or for any loss suffered by a shareholder of the Fund in
connection with the matters to which this Agreement relates, provided that
nothing herein shall be deemed to protect or purport to protect the Advisor
against any liability to the Fund or to its shareholders to which the Advisor
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or by reason of the
Advisor's reckless disregard of its obligations and duties under this Agreement.
As used in this Section 6, the term "Advisor" shall include any officers,
Trustees, employees, or other affiliates of the Advisor performing services with
respect to the Fund.
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7. COMPENSATION
In consideration of the services rendered pursuant to this Agreement, the
Fund will pay the Advisor a fee as set forth on Schedule B attached hereto.
This fee shall be computed and accrued daily and payable monthly. For the
purpose of determining fees payable to the Advisor, the value of the Fund's
average daily net assets shall be computed at the times and in the manner
specified in the Fund's Prospectus or Statement of Additional Information.
8. EXPENSES
The Advisor will bear all expenses in connection with the performance of
its services under this Agreement. The Fund will bear certain other expenses to
be incurred in its operation, including: taxes, interest, brokerage fees and
commissions, if any, fees of Trustees of the Fund who are not officers, Trustees
or employees of the Advisor; Securities and Exchange Commission fees and state
blue sky fees; charges of custodians and transfer and dividend disbursing
agents; the Fund's proportionate share of insurance premiums; outside auditing
and legal expenses; costs of maintenance of the Fund's existence; costs
attributable to investor services, including, without limitation, telephone and
personal expenses; charges of an independent pricing service, costs of preparing
and printing prospectuses and statements of additional information for
regulatory purposes and for distribution to existing shareholders; costs of
shareholders' reports and meetings of the shareholders of the Fund and of the
officers of Board of Trustees of the Fund; and any extraordinary expenses.
9. SERVICES TO OTHER COMPANIES OR ACCOUNTS
The investment advisory services of the Advisor to the Fund under this
Agreement are not to be deemed exclusive, and the Advisor, or any affiliate
thereof, shall be free to render similar services to other investment companies
and clients (whether or not their investment objective and policies are similar
to those of a Fund) and to engage in activities so long as its services
hereunder are not impaired thereby.
10. DURATION AND TERMINATION
This Agreement shall become effective on the date of this Agreement
provided that with respect to the Fund, this Agreement shall not take effect
unless it has been approved (a) by a vote of a majority of the Board of Trustees
of the Fund, including a majority of those Trustees who are not "interested
persons" (as defined in the 1940 Act) of any party to this Agreement cast in
person at a meeting called for the purpose of voting on such approval and (b) by
vote of a majority of the Fund's outstanding voting securities and shall
continue in effect with respect to the Fund, unless sooner terminated as
provided herein, for two years from such date and shall continue from year to
year thereafter, provided each continuance is specifically approved at least
annually by (i) the vote of a majority of the Board of Trustees of the Fund or
(ii) a vote of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding voting securities, provided that in either event the continuance is
also approved by a majority of the Board of Trustees who are not "interested
persons" (as defined in the 1940 Act) of any party to this Agreement, by vote
cast in person at a meeting called for the purpose of voting on such approval.
This Agreement is terminable with respect to the Fund, without penalty, on sixty
(60) days' written notice by the Board of Trustees of the Fund or by vote of the
holders of a "majority" (as defined in the 1940 Act) of the shares of the Fund
or upon ninety (90) days' written notice by the Advisor. This Agreement will be
terminated automatically in the event of its "assignment" (as defined in the
1940 Act).
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11. AMENDMENT
No provision of this Agreement may be changed, waived or discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective until approved by
an affirmative vote of (i) a majority of the outstanding voting securities of
the Fund, and (ii) a majority of the Trustees of the Fund, including a majority
of Trustees who are not "interested persons" (as defined in the 1940 Act) of any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval, if such approval is required by applicable law.
12. USE OF NAME
It is understood that the name of Munder Capital Management or any
derivative thereof or logo associated with that name is the valuable property of
the Advisor and its affiliates, and that the Fund have the right to use such
name (or derivable or logo) only so long as this Agreement shall continue. Upon
termination of this Agreement, or upon termination of this Agreement, the Fund
shall forthwith cease to use such name (or derivable or logo) and the Fund shall
promptly amend its Declaration of Trust to change the Fund name to comply
herewith.
The words "Munder @Vantage Fund" and "Trustees" or "Board of Trustees" used
herein refer respectively to the Fund created and the Trustees, as trustees of
the Fund but not individually or personally acting from time to time under a
Declaration of Trust dated May 9, 2000, as amended, which is hereby referred to
and a copy of which is on file at the office of the Secretary of State of State
of Delaware and at the principal office of the Fund. The obligations of "Munder
@Vantage Fund" entered into the name or on behalf thereof by any of the
Trustees, officers, representatives or agents of the Fund are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders, officers, representatives or agents of the Fund
personally, but bind only the Fund's Property, and all persons dealing with any
class of shares of the Fund must look solely to the Fund's Property belonging to
such class for the enforcement of any claims against the Fund.
13. MISCELLANEOUS
(a) This Agreement constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof.
(b) Titles or captions of sections in this Agreement are inserted only as a
matter of convenience and for reference, and in no way define, limit, extend or
describe the scope of this Agreement or the intent of any provisions thereof.
(c) This Agreement may be executed in several counterparts, all of which
together shall for all purposes constitute one Agreement, binding on all the
parties.
(d) This Agreement and the rights and obligations of the parties hereunder
shall be governed by, and interpreted, construed and enforced in accordance with
the laws of the State of Michigan.
(e) If any provisions of this Agreement or the application thereof to any
party or circumstances shall be determined by any court of competent
jurisdiction to be invalid or unenforceable to any extent, the remainder of this
Agreement or the application of such provision to such person circumstance,
other than these as to which it so determined to be invalid or unenforceable,
shall not be affected thereby, and each provision hereof shall be valid and
shall be enforced to the fullest extent permitted by law.
(f) Notices of any kind to be given to the Advisor by the Fund shall be in
writing and shall be duly given if mailed or delivered to the Advisor at 480
Pierce Street, Birmingham, Michigan 48009, or at such other address or to such
individual as shall be specified by the Advisor to the Fund. Notices of any
kind to be given to the Fund by the Advisor shall be in writing and shall be
duly given if mailed or delivered to 480 Pierce Street, Birmingham, Michigan
48009, or at such the address to such individual as shall be specified by the
Fund to the Advisor.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first above
written.
MUNDER @VANTAGE FUND
By:
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MUNDER CAPITAL MANAGEMENT
By:
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SCHEDULE A
Munder @Vantage Fund
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SCHEDULE B
ANNUAL FEES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Munder @Vantage Fund 2.00%
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