<PAGE>
As Filed With The Securities And Exchange Commission On July 28, 2000
Securities Act File No. 333-36588
Investment Company Act File No. 811-09937
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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. 2 [X]
POST-EFFECTIVE AMENDMENT NO. [_]
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_]
AMENDMENT NO. 2 [X]
----------------
MUNDER @VANTAGE FUND
(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
----------------
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]
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
------------------------------------------------------------------------------
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<CAPTION>
Proposed
Maximum
Aggregate Amount of
Offering Registration
Title of Securities being Registered Price Fee
------------------------------------------------------------------------------
<S> <C> <C>
Shares of Beneficial Interest, par value $0.01 per
share............................................. $100,000,000 $26,400(1)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
</TABLE>
(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.
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<PAGE>
CROSS REFERENCE SHEET
PARTS A AND B OF PROSPECTUS
<TABLE>
<CAPTION>
Item
No. Caption Location In Prospectus
---- ------- ----------------------
<C> <C> <S>
1. Outside Front Cover Page.............. Outside Front Cover Page
2. Inside Front and Outside Back Cover Inside Front and Outside Back
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 Outside Front Cover Page;
Registrant............................ Investment Objective
9. Management............................ Management of the Fund; Use of
Proceeds
10. Capital Stock, Long-Term Debt, and Shares of Beneficial Interest;
Other Securities...................... 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 the
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 Investment Advisory and Other
Services.............................. Services (SAI)
21. Brokerage Allocation and Other
Practices............................. Brokerage Commissions (SAI)
22. Tax Status............................ Not Applicable
23. Financial Statements.................. Financial Statements (SAI)
</TABLE>
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+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 a solicitation of an offer to +
+buy these securities in any state where the offer, solicitation or sale is +
+not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JULY 28, 2000
[Fund Logo]
MUNDER @VANTAGE FUND
[ ] Shares of Beneficial Interest
$25.00 per Share
The Munder @Vantage Fund ("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 will pursue a growth-oriented strategy and 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 total 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. If a secondary market for the Fund's shares were to develop,
shares may trade at a discount from net asset value increasing the risk of
loss. 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 repurchase for that quarter, repurchases will be
made on a pro rata basis. The Fund intends to complete its first quarterly
repurchase offer in February 2001. The Fund intends to send written
notification of each quarterly repurchase offer to shareholders approximately
30 days before the due date for the receipt of the repurchase request. In no
event will the notification be sent less than 21 or more than 42 days in
advance. In order to participate in any quarterly repurchase offer, your shares
of the Fund must be held through a selected broker-dealer. Offers for
repurchase will be priced on a date no later than 14 days after the repurchase
request deadline. Proceeds of the offering will be paid within 7 days of the
pricing date. See "Repurchase Offers."
<PAGE>
<TABLE>
<CAPTION>
Price to
Public Sales Load Proceeds to Fund
-------- ---------- ----------------
<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 initial
offering amount may be increased by up to $[ ] by the Fund or the
Distributor.) 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 October 12, 2000, unless
extended or shortened by the Distributor or the Fund.
If the Fund raises less than $[ ] in this initial offering, then, not less
than 30 days after the closing of the initial offering and at the discretion
of the Fund and the Distributor, 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%. 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 pursuant to Rule 12b-1 under
the Investment Company Act of 1940 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 on the back cover 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 [31] 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.
[Fund Logo]
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary......................................................... 5
Summary of Fund Expenses................................................... 9
Risk Factors............................................................... 10
Use of Proceeds............................................................ 14
Investment Objective and Principal Strategies.............................. 15
Management of the Fund..................................................... 20
Repurchase Offers.......................................................... 22
Calculation of Net Asset Value............................................. 24
Shares of Beneficial Interest.............................................. 25
Distribution Policy........................................................ 25
Taxes...................................................................... 26
How to Purchase Fund Shares................................................ 28
General Information........................................................ 29
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.
3
<PAGE>
[PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
PROSPECTUS SUMMARY
The Fund.................... The Munder @Vantage Fund ("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 will pursue a growth-oriented strategy
and 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 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. These companies are referred to as
venture capital companies.
The Fund may also invest up to 20% of its total
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 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
5
<PAGE>
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 the following Internet-
related areas: new media; broadband
communications, including fiber optics; enabling
technologies and services; wireless
communications and computing; and Internet-
powered traditional business activities. 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 June 30, 2000, Munder and its
affiliates had approximately $ 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.
Hedging..................... The Fund may use derivative instruments such as
options and futures, among others, 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 October
12, 2000, unless extended or shortened by Chase
H&Q, a division of Chase Securities Inc. ("Chase
H&Q" or "Distributor") or the Fund. In the
initial offering, the Fund intends to raise
approximately $[ ] of net proceeds. (The
initial offering amount may be increased by up to
$[ ] by the Fund or the Distributor.) The Fund
is initially offering its shares through a group
of brokers and dealers selected
6
<PAGE>
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 and at
the discretion of the Fund and the Distributor,
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%. 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 pursuant to Rule 12b-
1 under the 1940 Act 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 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;
Limited Liquidity,
Unlisted...................
The Fund has been organized as a closed-end
management 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
7
<PAGE>
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 In order to provide a limited degree of liquidity
Offers..................... 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 May 2001 and to complete it in June
2001. 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
tendered shares repurchased by the Fund. See
"Repurchase Offers."
Risk Factors................ An investment in the Fund involves a high degree
of risk. These risks include:
. 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;
. 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."
8
<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>
<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 advisory 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>
1 3 5 10
Example Years Year Years Years 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.
9
<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. 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. If a secondary market were to develop, shares may trade at a discount
from net asset value, increasing a shareholder's risk of loss. 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
Munder 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:
. 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;
10
<PAGE>
. 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 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
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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 capitalizations and the
absence of an 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.
Access to Investment Opportunities
The Fund may not have access to profitable venture capital investments.
Concentration
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.
Non-Diversified Status
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
condition or market assessment of a single issuer may cause greater
fluctuation in the net asset value of the Fund's shares.
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Restricted and Illiquid Securities
The Fund intends to invest a substantial portion of its assets, i.e., up to
40% of total assets, in restricted securities and other investments that are
illiquid. This may include equity securities of privately owned companies and
securities of privately owned investment funds and limited partnerships.
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 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 because such securities are unregistered and have restrictions on their
resale. The Fund may not be able to sell such investments when it wishes to,
or may be able to do so at a disadvantageous price, i.e., an amount less than
the initial purchase price by the Fund.
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 than U.S. companies;
. 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.
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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 which 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; and
. 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 debt 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.
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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 will pursue a growth-oriented strategy and 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
generally 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 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 privately owned investment funds and limited partnerships that
invest primarily in venture capital companies. These venture capital funds may
involve relatively high fees (the Fund will be indirectly paying fees to the
manager of such venture capital funds and to Munder on the same assets) and a
high degree of risk. See "Risk Factors--Venture Capital Funds."
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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 securities involve certain fees and expenses, and these will be
indirectly borne by the Fund and its shareholders.
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 (interconnection hardware),
communications, access devices, and related services such as hosting,
consulting, advertising and logistics. Target companies for the Fund's
portfolio will be the fundamental drivers of the digital or information
economy (the new economy). This includes companies that do business primarily
on the Internet ("dot coms") as well as traditional companies that utilize
technology to expand production and market share and increase efficiencies
("click and mortar" companies).
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 the following Internet-related areas:
. 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
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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.
. 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.
Among the companies the Fund will seek for investment will be those with an
advantaged position in the marketplace, an experienced management team, an
opportunity for a large market share or revenue stream, and a leveragable
business model and/or the ability to partner with other firms.
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.
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<PAGE>
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."
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.
Access to Investment Opportunities
Munder intends to leverage its reputation as a long-term investor and its
relationships with investment banks and venture capital firms to enable the
Fund to have access to public company and pre-IPO investment opportunities.
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;
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<PAGE>
. 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 Fund's
annual portfolio turnover rate may exceed 100%. The Fund is likely to realize
gains at an earlier point in time than if the Fund had a lower annual
portfolio turnover rate. The Fund will generally distribute any such gains in
the form of dividends which will be subject to tax. To the extent such gains
are realized "earlier" by virtue of the Fund's annual portfolio turnover rate,
an investor may be subject to tax "earlier" than if the Fund had a lower
annual portfolio turnover rate. In addition, if the Fund had a annual lower
portfolio turnover rate it is possible that a greater portion of the Fund's
total income (if any) would consist of long-term capital gain, which is
currently subject to federal income tax at a maximum rate of 20 percent. A
high portfolio turnover rate will also 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."
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.
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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 June 30, 2000, Munder and its affiliates had
approximately $ billion in assets under management, of which $ billion were
invested in equity securities, $ billion were invested in money market or
other short-term instruments, $ billion were invested in other fixed income
securities, $ billion were invested in balanced investments, and $
billion were invested 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
member of the team responsible for the management of the Fund and the
management of the Munder NetNet Fund, the Future Technology Fund, and the
Munder International NetNet 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 is President of
Munder's broker-dealer affiliate, and 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 member of the
team responsible for the management of the Fund and the management 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
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 member of
the team responsible for the management of the Fund and the management the
Munder NetNet Fund, the Munder Future Technology Fund, and the Munder
International NetNet 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.
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Brian A. Salerno, CFA--Senior Portfolio Manager. Mr. Salerno is a member
of the team responsible for the management of the Fund and the management
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 The 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--Senior Portfolio Manager. Mr. Smith is a member of
the team responsible for the management of the Fund and the 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 Institute of Certified
Public Accountants, and a Chartered Financial Analyst.
Mary Beth Suhr--Portfolio Manager. Ms. Suhr is a member of the team
responsible for the management of the Fund. Prior to joining Munder in May
2000, Mary Beth was a Team Leader and Senior Portfolio Manager for Comerica
Bank-California's High Technology Banking Group. She has fourteen years
experience working in the financial services industry having spent the last
seven years focusing exclusively on early and late stage technology
companies. Mary Beth received a B.S. in Commerce from Santa Clara
University.
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 certain of its
organizational and offering expenses, 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)
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.
21
<PAGE>
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 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
January, 2001 and to complete it in February, 2001. Thereafter, quarterly
repurchase offers will commence each January, April, July and October; 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 first Friday of the month following the distribution
date of the written notification of the offer to shareholders;
. the date that will be used to determine the Fund's net asset value
applicable to the quarterly share repurchase. This valuation 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 distribution date of the written notification of the
offer to shareholders.
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
participate 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 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.
22
<PAGE>
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 in January, 2001;
. 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 first Friday of the month
following the notification of the repurchase offer to shareholders;
ordinarily, the first Friday in February, May, August, and November (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.
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."
23
<PAGE>
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.
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 and other restricted
or illiquid investments will be valued at fair value, which will be cost
unless Munder determines, pursuant to the Fund's
24
<PAGE>
valuation procedures, that such a valuation is no longer fair or appropriate.
Examples of cases where cost may no longer be fair or 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 makes 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. 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 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
25
<PAGE>
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, tax-exempt income, and net capital gain (the excess of net
long-term capital gain over net short-term capital loss) distributed to
shareholders, as long as at least 90% of the Fund's net investment income and
net tax-exempt interest income, if any, is distributed to shareholders each
year.
Dividends from net investment income 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 net capital
gain 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 ordinary
income and capital gain dividends 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.
26
<PAGE>
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 more than 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 and may entitle the shareholder to a refund,
provided that the required information is furnished to the IRS.
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-term capital gain) 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.
27
<PAGE>
HOW TO PURCHASE FUND SHARES
Initial Offering
The Fund is party to a Distribution Agreement with the Distributor. The
Distributor, Chase H&Q, a division of Chase Securities Inc., 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:
<TABLE>
<CAPTION>
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 October 12, 2000, unless the initial offering is extended or
shortened by the Distributor or the Fund. 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 pursuant to Rule 12b-1 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 Munder have agreed to indemnify the Distributor against certain
liabilities, including liabilities under the 1933 Act.
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 and at
the discretion of the Fund and the Distributor, 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
28
<PAGE>
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 pursuant to Rule 12b-1 under the
1940 Act 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 monthly 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, except as otherwise permitted by the Fund.
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: registered
representatives of selected brokers and dealers that offer shares of the Fund,
clients of fee-based planners, existing institutional clients of Munder, and
employees of Munder, the Distributor and Counsel to the Fund.
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
29
<PAGE>
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>
TABLE OF CONTENTS OF SAI
<TABLE>
<CAPTION>
Page
----
<S> <C>
Additional Investment Policies.............................................
Share Repurchases..........................................................
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>
31
<PAGE>
MUNDER @VANTAGE FUND
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
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 28, 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
A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.
STATEMENT OF ADDITIONAL INFORMATION
MUNDER @VANTAGE FUND
[ ] Shares of Beneficial Interest
480 Pierce Street
Birmingham, MI 48009
(800) 468-6337
This statement of additional information ("SAI") is not a prospectus. This
SAI relates to and should be read in conjunction with the prospectus of the
Munder @Vantage Fund ("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
<TABLE>
<CAPTION>
Page
----
<S> <C>
Additional Investment Policies............................................. 3
Share Repurchases.......................................................... 9
Trustees and Officers...................................................... 10
Investment Advisory and Other Services..................................... 12
Independent Auditors....................................................... 12
Custodian, Transfer Agent and Dividend Paying Agent........................ 13
Principal Distributor Following Initial Offering........................... 13
Brokerage Commissions...................................................... 13
Financial Statements....................................................... 13
Appendix A................................................................. 17
</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" or the "Adviser"), 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 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 in January, 2001;
. 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 first Friday of the
month following the notification of the repurchase offer to
shareholders; ordinarily, the first Friday in February, May, August
and November (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.
(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.
3
<PAGE>
(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 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.
4
<PAGE>
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.
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
5
<PAGE>
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.
6
<PAGE>
Investment Company Securities. The Fund may invest in securities issued by
other investment companies. As a shareholder of another investment company,
the Fund would bear its pro rata portion of the other investment company's
expenses, including advisory fees. These expenses would be in addition to the
expenses the Fund bears directly in connection with its own operations. The
Fund currently intends to limit its investments in securities issued by other
investment companies so that, as determined immediately after a purchase of
such securities is made: (i) not more than 5% of the value of the Fund's total
assets will be invested in the securities of any one investment company; (ii)
not more than 10% of the value of its total assets will be invested in the
aggregate in securities of investment companies as a group; and (iii) not more
than 3% of the outstanding voting stock of any one investment company will be
owned by the Fund.
For hedging or other purposes, the Fund may invest in investment companies
which seek to track the composition and/or performance of specific indexes or
portions of specific indexes. Such investment companies may be traded on a
securities exchange. The market prices of index-based investments will
fluctuate in accordance with both changes in the underlying portfolio
securities of the investment company and also due to supply and demand of the
investment company's shares on the exchange upon which their shares are
traded. Index-based investments may not replicate or otherwise match the
composition or performance of their specified index due to transaction costs,
among other things. Examples of index-based, exchange traded investment
companies include: SPDRs(R), Select Sector SPDRs(R), DIAMONDS SM, NASDAQ 100
Shares.
Lower-Rated Debt Securities. It is expected that the Fund will invest not
more than 10% of its total assets in securities that are rated below
investment grade by Standard & Poor's Rating Service, a division of McGraw-
Hill Companies, Inc. ("S&P"), or Moody's Investors Service, Inc. ("Moody's"),
or in comparable unrated securities. Such securities are also known as junk
bonds. The yields on lower-rated debt and comparable unrated securities
generally are higher than the yields available on higher-rated securities.
However, investments in lower-rated debt and comparable unrated securities
generally involve greater volatility of price and risk of loss of income and
principal, including the possibility of default by or bankruptcy of the
issuers of such securities. Lower-rated debt and comparable unrated securities
(a) will likely have some quality and protective characteristics that, in the
judgment of the rating organization, are outweighed by large uncertainties or
major risk exposures to adverse conditions and (b) are predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligation. Accordingly, it is
possible that these types of factors could, in certain instances, reduce the
value of securities held in the Fund's portfolio, with a commensurate effect
on the value of the Fund's shares. Therefore, an investment in the Fund should
not be considered as a complete investment program and may not be appropriate
for all investors.
While the market values of lower-rated debt and comparable unrated
securities tend to react more to fluctuations in interest rate levels than the
market values of higher-rated securities, the market values of certain lower
rated debt and comparable unrated securities also tend to be more sensitive to
individual corporate developments and changes in economic conditions than
higher-rated securities. In addition, lower-rated debt securities and
comparable unrated securities generally present a higher degree of credit
risk. Issuers of lower-rated debt and comparable unrated securities often are
highly leveraged and may not have more traditional methods of financing
available to them so that their ability to service their debt obligations
during an economic downturn or during sustained periods of rising interest
rates may be impaired. The risk of loss due to default by such issuers is
significantly greater because lower-rated debt and comparable unrated
securities generally are unsecured and frequently are subordinated to the
prior payment of senior indebtedness. The Fund may incur additional expenses
to the extent that they are required to seek recovery upon a default in the
payment of principal or interest on their portfolio holdings. The existence of
limited markets for lower-rated debt and comparable unrated securities may
diminish the Fund's ability to (a) obtain accurate market quotations for
purposes of valuing such securities and calculating its net asset value and
(b) sell the securities at fair value either to meet redemption requests or to
respond to changes in the economy or in financial markets.
Lower-rated debt securities and comparable unrated securities may have call
or buy-back features that permit their issuers to call or repurchase the
securities from their holders. If an issuer exercises these rights during
7
<PAGE>
periods of declining interest rates, the Fund may have to replace the security
with a lower yielding security, thus resulting in a decreased return to the
Fund.
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
8
<PAGE>
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.
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.
9
<PAGE>
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, Address and Positions
Date of Birth with Fund Principal Occupation During Past Five Years
----------------- --------- -------------------------------------------
<C> <C> <S>
Charles W. Elliott........ Trustee Director, Munder Funds, Inc. and St. Clair
1024 Essex Circle Funds; Trustee, Munder Funds Trust and Munder
Kalamazoo, MI 49008 Framlington Funds Trust; Senior Advisor to
Date of birth: 1/7/32 the President, Western Michigan University
(July 1995 through December 1998); Executive
Vice President, Administration & Chief
Financial Officer, Kellogg Company (January
1987 through June 1995). Board of Directors,
Steelcase Financial Corporation; Board of
Directors, Enesco Group.
John Rakolta, Jr. ........ Trustee Director, Munder Funds, Inc. and St. Clair
1876 Rathmor Funds; Trustee, Munder Funds Trust and Munder
Bloomfield Hills, MI 48304 Framlington Funds Trust; Chairman and Chief
Date of birth: 5/26/47 Executive Officer, Walbridge Aldinger Company
(construction company).
Thomas B. Bender.......... Trustee Director, Munder Funds, Inc. and St. Clair
5033 Wood Ridge Road Funds; Trustee, Munder Funds Trust and Munder
Glen Arbor, MI 49636 Framlington Funds Trust; Director,
Date of birth: 7/14/33 Disciplined Growth Investors (investment
management firm since December 1999);
Partner, Financial & Investment Management
Group (April 1991 to December 1999).
David J. Brophy........... Trustee Director, Munder Funds, Inc. and St. Clair
1025 Martin Place Funds; Trustee, Munder Funds Trust and Munder
Ann Arbor, MI 48104 Framlington Funds Trust; Professor,
Date of birth: 8/7/36 University of Michigan. Director, River Place
Financial Corporation.
Dr. Joseph E. Champagne... Trustee Director, Munder Funds, Inc. and St. Clair
319 East Snell Road Funds; Trustee, Munder Funds Trust and Munder
Rochester, MI 48306 Framlington Funds Trust; Dean, University
Date of birth: 5/19/38 Center, Macomb College (since September
1997); Corporate and Executive Consultant
(since September 1993); Chancellor, Lamar
University (September 1994 to September
1995); Chairman of Board of Directors, Ross
Controls of Troy, Michigan.
Thomas D. Eckert.......... Trustee Director, Munder Funds, Inc. and St. Clair
10726 Falls Pointe Drive Funds; Trustee, Munder Funds Trust and Munder
Great Falls, VA 22066 Framlington Funds Trust; President and Chief
Date of birth: 9/22/47 Executive Officer, Capital Automotive REIT
(real estate investment trust specializing in
retail automotive properties) (since November
1997); President, Mid-Atlantic Region of
Pulte Home Corporation (developer of
residential land and construction of housing
units) (1983 to 1997); Director, Celotex
Corporation (building products manufacturer).
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Name, Address and
Date of Birth Positions with Fund Principal Occupation During Past Five Years
----------------- ------------------- -------------------------------------------
<C> <C> <S>
James C. Robinson*....... President Chief Executive Officer of the Adviser
480 Pierce Street (January 2000 to present); Executive Vice
Suite 300 President of the Adviser (February 1998 to
Birmingham, MI 48009 December 1999); and Chief Investment
Date of birth: 4/24/61 Officer/Fixed Income of the Adviser (January
1995 to December 1999).
Libby E. Wilson.......... Treasurer Director of Mutual Fund Operations of the
480 Pierce Street Adviser (since July 1999); Global Portfolio
Suite 300 Client Associate of Invesco Global Asset
Birmingham, MI 48009 Management (investment advisor) (March 1999
Date of birth: 2/24/69 to July 1999); Manager of Mutual Funds
Operations of the Adviser (May 1996 to March
1999); Administrator of Mutual Funds
Operations of the Adviser (March 1993 to May
1996).
Bradford E. Smith........ Assistant Treasurer Manager of Mutual Fund Operations of the
480 Pierce Street Adviser (March 2000 to present);
Suite 300 Administrator of Mutual Fund Operations of
Birmingham, MI 48009 the Adviser (August 1999 to February 2000);
Date of birth: 4/19/72 Assistant Vice President, Madison Mosaic, LLC
(advisor to the Mosaic Funds)(September 1998
to July 1999); Assistant Director of
Shareholder Service, Madison Mosaic, LLC
(April 1997 to August 1998); Cash Manager,
GIT Funds (n.k.a. Mosaic Funds); (June 1996
to March 1997); and Registered
Representative, GIT Investment Services, Inc.
(January 1995 to May 1996).
</TABLE>
<TABLE>
<CAPTION>
Total Compensation
Aggregate from Registrant and
Compensation Accrued as Part Fund Complex Paid
Name, Position from Fund(1) of Fund Expenses(1) to Trustees(1)
-------------- ------------ ------------------- -------------------
<S> <C> <C> <C>
Charles W. Elliott........ $[ ] $[ ] $[ ]
John Rakolta, Jr.......... $[ ] $[ ] $[ ]
Thomas B. Bender.......... $[ ] $[ ] $[ ]
David J. Brophy........... $[ ] $[ ] $[ ]
Dr. Joseph E. Champagne... $[ ] $[ ] $[ ]
Thomas D. Eckert.......... $[ ] $[ ] $[ ]
</TABLE>
--------
(1) Based on remuneration expected to be paid to the Trustees of the Fund for
the fiscal year ended , 2000.
Officers of the Fund are also officers of some or all of the other
investment companies in the Munder Funds.
[The Valuation 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 Valuation Committee
will be recorded and reported to the full Board of Trustees at their next
meeting succeeding such action. The members of the Valuation Committee will
consist of: ]
11
<PAGE>
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 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 Adviser 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, Munder and the Fund's distributor have each adopted a code of
ethics as required by applicable law, which is designed to prevent affiliated
persons of the Fund, Munder and the Fund's distributor from engaging in
deceptive, manipulative or fraudulent activities in connection with the
securities held or to be acquired by the Fund (which may also be held or
acquired by persons subject to a code of ethics).
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.
12
<PAGE>
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.
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.
13
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Trustees and Shareholder of the Munder @Vantage Fund:
[Letter body]
Ernst & Young LLP
Boston, MA
, 2000
14
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES
<TABLE>
<S> <C>
ASSETS
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>
15
<PAGE>
STATEMENT OF OPERATIONS
For the period from the date of organization, , 2000 to , 2000
<TABLE>
<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
16
<PAGE>
APPENDIX A
17
<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
Securities Inc.**
(2) Form of Soliciting Dealer Agreement.**
(3) Form of Shareholder Service 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.
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.
C-1
<PAGE>
Item 25. Marketing Arrangements: Not Applicable.
Item 26. Other Expenses of Issuance and Distribution:
<TABLE>
<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
<TABLE>
<CAPTION>
Number of
Title of Class Recordholders
-------------- -------------
<S> <C>
Beneficial Interest.......................................... --
</TABLE>
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.
C-2
<PAGE>
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
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.
C-3
<PAGE>
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.
(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.
C-4
<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 Washington, District of Columbia, on
the 28th day of July, 2000.
Munder @Vantage Fund
/s/ James C. Robinson*
By: _________________________________
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 July 28, 2000.
<TABLE>
<S> <C> <C>
/s/ James C. Robinson* President
______________________________________
James C. Robinson
/s/ Charles W. Elliott* Trustee
______________________________________
Charles W. Elliott
/s/ John Rakolta, Jr.* Trustee
______________________________________
John Rakolta, Jr.
/s/ Thomas B. Bender* Trustee
______________________________________
Thomas B. Bender
/s/ David J. Brophy* Trustee
______________________________________
David J. Brophy
/s/ Joseph E. Champagne* Trustee
______________________________________
Joseph E. Champagne
/s/ Thomas D. Eckert* Trustee
______________________________________
Thomas D. Eckert
/s/ Libby E. Wilson* Treasurer
______________________________________
Libby E. Wilson
</TABLE>
/s/ Jane A. Kanter
*By: ____________________________
Jane A. Kanter
Attorney-In-Fact
C-5
<PAGE>
POWER OF ATTORNEY
The undersigned Trustee or Officer of the Munder @Vantage Fund (the "Fund"),
whose signature appears below, hereby makes, constitutes and appoints Stephen
J. Schenkenberg, Allan S. Mostoff, Jane A. Kanter and Scott M. Zoltowski and
each of them acting individually, to be his true and lawful attorneys and
agents, each of them with the power to act without any other and with full
power of substitution, to execute, deliver and file in the undersigned
capacity as shown below, any and all instruments that said attorneys and
agents may deem necessary or advisable to enable the Fund to comply with the
Securities Act of 1933, as amended, including any and all amendments to the
Fund's registration statement, and any rules, regulations, orders or other
requirements of the Securities and Exchange Commission thereunder in
connection with the registration of shares or additional shares of beneficial
interest of the Fund, and the registration of the Fund under the Investment
Company Act of 1940, as amended, including any and all amendments to the
Fund's registration statement; and the registration, qualification or
notification of the Fund and its shares with any and all state regulatory
authorities in states which the Fund's shares intend to be offered and sold,
and without limitation of the foregoing, the power and authority to sign said
Fund's name on his behalf, and said Fund hereby grants to said attorney or
attorneys, full power and authority to do and perform each and every act and
thing whatsoever as said attorney or attorneys may deem necessary or advisable
to carry out fully the intent of this Power of Attorney to the same extent and
with the same effect as of said Trustee or Officer might or could do
personally in his capacity as aforesaid and said Trustee or Officer ratifies,
confirms and approves all acts and things which said attorney or attorneys
might do or cause to be done by virtue of this Power of Attorney and his
signature as the same may be signed by said attorney or attorneys.
Dated this 27th day of July, 2000.
/s/ Charles W. Elliott /s/ David J. Brophy
_____________________________________ _____________________________________
Charles W. Elliott, Trustee David J. Brophy, Trustee
/s/ John Rakolta, Jr. /s/ Dr. Joseph E. Champagne
_____________________________________ _____________________________________
John Rakolta, Jr., Trustee Dr. Joseph E. Champagne, Trustee
/s/ Thomas B. Bender /s/ Thomas D. Eckert
_____________________________________ _____________________________________
Thomas B. Bender, Trustee Thomas D. Eckert, Trustee
/s/ James C. Robinson /s/ Libby E. Wilson
_____________________________________ _____________________________________
James C. Robinson, President Libby E. Wilson, Treasurer
C-6
