<PAGE>
As filed with the Securities and Exchange Commission on December 30, 1997
Securities Act File No. 2-91373
Investment Company Act of 1940 File No. 811-4038
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ___ / /
Post-Effective Amendment No. 26 /X/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 27 /X/
St. Clair Funds, Inc.
(Exact Name of Registrant as Specified in Charter)
480 Pierce Street, Birmingham, Michigan 48009
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number (248) 647-9200
Lisa Anne Rosen, Esq.
Munder Capital Management
480 Pierce Street
Birmingham, Michigan 48009
Copies to:
Cynthia J. Surprise Paul F. Roye, Esq.
Vice President and Associate Counsel Dechert Price & Rhoads
State Street Bank and Trust Company 1500 K Street, NW
1776 Heritage Drive, AFB Washington, D.C. 20549
North Quincy, MA 02171
/X/ It is proposed that this filing will become effective immediately upon
filing pursuant to paragraph (b) of Rule 485.
<PAGE>
ST. CLAIR FUNDS, INC.
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)
PROSPECTUSES FOR ST. CLAIR FUNDS, INC.
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
AND LIQUIDITY PLUS MONEY MARKET FUND
PART A
ITEM HEADING
- ---- -------
1. Cover Page Cover Page
2. Synopis Fund Expenses
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Cover Page; Investment Objective
and Policies; Investment
Limitations; General Information
5. Management of Fund Cover Page; Management; General
Information
6. Capital Stock and Other Securities Cover Page; Net Asset Value;
Purchase and Redemption of Shares;
Description of Shares; Dividends
and Distributions; General
Information
7. Purchase of Securities Being Offered Net Asset Value; Purchase and
Redemption of Shares; Management
8. Redemption or Repurchase Purchase and Redemption of Shares
9. Pending Legal Proceedings Not Applicable
2
<PAGE>
PART B
ITEM HEADING
- ---- -------
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History See Prospectus -- "Management";
General; Directors and Officers
13. Investment Objectives and
Policies Investment Fund Investments; Additional
Limitations; Portfolio Transactions
14. Management of Fund See Prospectus -- "Management";
Directors and Officers;
Miscellaneous
15. Control Persons and Principal Holders See Prospectus -- "Management";
of Securities Miscellaneous
16. Investment Advisory and Other Investment Advisory and Other
Services Service Arrangements; See
Prospectus -- "Management"
17. Brokerage Allocation and Other Portfolio Transactions
Practices
18. Capital Stock and Other Securities See Prospectus -- "Description of
Shares" and "Management"; Additional
Information Concerning Shares
19. Purchase, Redemption and Pricing of Purchase and Redemption
Securities Being Offered Information; Net Asset Value;
Additional Information Concerning
Shares
20. Tax Status Taxes
21. Underwriters Purchase and Redemption Information
22. Calculation of Performance Data Performance Information
23. Financial Statements Financial Statements
3
<PAGE>
ST. CLAIR FUNDS, INC.
The purposes of this filing are to comply with an undertaking pursuant to
Item 32(b) of Form N-1A to file a post-effective amendment containing
unaudited financial statements within four to six months from the effective
date of the Registration Statement with respect to the Munder Institutional
S&P SmallCap Index Equity Fund and to make other non-material changes and to
add exhibits to such Registration Statement. The Munder Institutional S&P
500 Index Equity Fund commenced operations on October 14, 1997. The Munder
Institutional S&P MidCap Index Equity Fund, the Munder Institutional Short
Term Treasury Fund and the Munder Institutional Money Market Fund have not
yet commenced operations. Accordingly, no financial statements have been
filed for those funds. The Prospectus dated August 1, 1997 and the Statement
of Additional Information, also dated August 1, 1997, are incorporated in
Part A and B, respectively, by reference to Post-Effective Amendment No. 24
to the Registration Statement filed under paragraph (b) of Rule 485 under the
Securities Act of 1933, as amended, on July 23, 1997. The Prospectus for
Liquidity Plus Money Market Fund dated November 15, 1996 and the Statement of
Additional Information, also dated November 15, 1996, are also incorporated
in Part A and B, respectively, by reference to Post-Effective Amendment No.
20 to the Registration Statement filed under paragraph (b) of Rule 485 under
the Securities Act of 1933, as amended, on November 15, 1996.
The Prospectus and Statement of Additional Information relating to the
Munder S&P 500 Index Equity Fund, Munder S&P MidCap Index Equity Fund, Munder
S&P SmallCap Index Equity Fund, Munder Foreign Equity Fund, Munder Aggregate
Bond Index Fund are not included in this filing.
4
<PAGE>
ST. CLAIR FUNDS, INC.
SUPPLEMENT DATED DECEMBER 30, 1997
TO PROSPECTUS DATED AUGUST 1, 1997
MUNDER INSTITUTIONAL S&P 500 INDEX EQUITY FUND
MUNDER INSTITUTIONAL S&P MIDCAP INDEX EQUITY FUND
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
MUNDER INSTITUTIONAL SHORT TERM TREASURY FUND
MUNDER INSTITUTIONAL MONEY MARKET FUND
FINANCIAL HIGHLIGHTS
The following table of "Financial Highlights" relating to Munder
Institutional S&P SmallCap Index Equity Fund supplements information contained
in the Prospectus and is derived from the Fund's unaudited Financial Statements
dated November 30, 1997.
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
FINANCIAL HIGHLIGHTS, FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
PERIOD
ENDED
11/30/97(a)
(UNAUDITED)
-----------
Net asset value, beginning of period. . . . . . . . . $10.00
------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income . . . . . . . . . . . . . . . . 0.03
Net realized and unrealized gain on investments . . . 0.11
------
Total from investment operations. . . . . . . . . . . 0.14
------
LESS DISTRIBUTIONS:
Distributions from net investment income. . . . . . . 0.00
Total Distributions . . . . . . . . . . . . . . . . . 0.00
------
Net asset value, end of period. . . . . . . . . . . . $10.14
------
------
TOTAL RETURN (b). . . . . . . . . . . . . . . . . . . 1.40%
------
------
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's). . . . . . . . . $ 2,536
Ratio of operating expenses to average net assets . . 0.18%(c)
Ratio of net investment income to average net assets. 0.83%(c)
Ratio of operating expenses to average net assets
without expenses reimbursed. . . . . . . . . . . 2.08%(c)
Portfolio turnover. . . . . . . . . . . . . . . . . . 8%
Average commission rate (d) . . . . . . . . . . . . . $ 0.0108
- -----------------------------
(a) Munder Institutional S&P SmallCap Index Equity Fund commenced operations on
August 7, 1997.
(b) Total return represents aggregate total return for the period indicated.
(c) Annualized.
(d) Average commission rate paid per share of securities purchased and sold by
the Fund.
5
<PAGE>
ADMINISTRATION FEE
The first two paragraphs under "MANAGEMENT -- Administrator, Custodian,
Sub-Custodian and Transfer Agent" in the Prospectus are hereby deleted in
their entirety and supplemented as follows:
ADMINISTRATOR, CUSTODIAN, SUB-CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company ("State Street" or "Administrator") is
the Funds' administrator. State Street is located at 225 Franklin Street,
Boston, Massachusetts 02110. State Street generally assists the Company in all
aspects of its administration and operations including the maintenance of
financial records and fund accounting. As compensation for its services, State
Street is entitled to receive fees, based on the aggregate daily net assets of
the Funds and certain other investment portfolios that are advised by the
Advisor for which it provides services, computed daily and payable monthly at
the annual rate of 0.0120% of the first $3 billion of net assets, plus 0.01% of
the next $3 billion of net assets, plus 0.0075% of all net assets in excess of
$6 billion (with a $200,000 minimum fee per annum in the aggregate for all
portfolios with respect to the Administrator) plus the lesser of 0.005% of
net assets or $150,000 for up to ten funds, and $10,000 per fund in excess of
ten funds.
State Street has entered into a Sub-Administration Agreement with the
Distributor under which the Distributor provides certain administrative services
with respect to the Funds. State Street pays the Distributor a fee for these
services out of its own resources at no cost to the Funds.
6
<PAGE>
ST. CLAIR FUNDS, INC.
SUPPLEMENT DATED DECEMBER 30, 1997
TO STATEMENT OF ADDITIONAL INFORMATION DATED AUGUST 1, 1997
MUNDER INSTITUTIONAL S&P 500 INDEX EQUITY FUND
MUNDER INSTITUTIONAL S&P MIDCAP INDEX EQUITY FUND
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
MUNDER INSTITUTIONAL SHORT TERM TREASURY FUND
MUNDER INSTITUTIONAL MONEY MARKET FUND
FINANCIAL STATEMENTS
The following unaudited Financial Statements dated November 30, 1997
relating to the Munder Institutional S&P SmallCap Index Equity Fund (the
"Fund") supplements the Funds' Statement of Additional Information dated
August 1, 1997.
7
<PAGE>
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
PORTFOLIO OF INVESTMENTS, NOVEMBER 30, 1997 (Unaudited)
- --------------------------------------------------------------------------------
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK -- 99.1%
ADVERTISING -- 0.3%
200 ADVO, Inc. + $ 4,350
100 HA-LO Industries, Inc. + 2,544
----------
6,894
----------
AEROSPACE -- 0.6%
200 BE Aerospace, Inc. + 6,325
200 Orbital Sciences Corporation + 5,125
100 Watkins Johnson Company 3,125
100 Whittaker Corporation + 906
----------
15,481
----------
AEROSPACE & DEFENSE -- 0.4%
100 AAR Corporation 3,856
100 Alliant Techsystems, Inc. + 5,944
----------
9,800
----------
AGRICULTURAL MACHINERY -- 0.7%
100 AptarGroup, Inc. 5,700
267 Delta & Pine Land Company 7,034
100 Lindsay Manufacturing Company 4,056
----------
16,790
----------
AIR TRAVEL -- 0.5%
450 Comair Holdings, Inc. 9,956
200 Mesa Air Group, Inc. + 1,100
100 SkyWest, Inc. 2,425
----------
13,481
----------
APPAREL & TEXTILES -- 3.5%
100 Angelica Corporation 2,150
100 Ashworth, Inc. + 1,088
200 Authentic Fitness Corporation 3,287
100 Brown Group, Inc. 1,619
200 Cone Mills Corporation + 1,575
200 Delta Woodside Industries, Inc. 1,175
100 Fabri Centers America, Inc. + 2,094
100 Fieldcrest Cannon, Inc. + 3,369
100 G & K Services 3,675
100 Galey & Lord, Inc. + 1,800
200 Guilford Mills, Inc. 5,062
100 Haggar Corporation 1,588
200 Hartmarx Corporation + 1,625
100 Johnston Industries, Inc. 519
200 Kellwood Company 6,862
300 Mohawk Industries, Inc. + 9,075
300 Nautica Enterprises, Inc. + 8,419
100 Oshkosh B' Gosh, Inc. 3,250
100 Oxford Industries, Inc. 3,512
200 Phillips Van Heusen Corporation 2,750
100 St. John Knits, Inc. 3,819
300 Stride Rite Corporation 3,581
100 The Dixie Group, Inc. + 1,125
100 Timberland Company + 7,787
200 Tultex Corporation + 900
300 Wolverine World Wide, Inc. 6,844
----------
88,550
----------
AUTOMOBILES -- 0.4%
100 Simpson Industries, Inc. 1,162
100 Spartan Motors, Inc. 569
100 Standard Motor Products, Inc. 1,969
100 Wabash National Corporation 2,831
100 Wynns International, Inc. 3,244
----------
9,775
----------
AUTO PARTS -- 0.9%
100 Clarcor, Inc. 2,962
100 Discount Auto Parts, Inc. + 1,869
300 Gentex Corporation + 7,425
100 Insurance Auto Auctions, Inc. + 1,100
200 O'Reilly Automotive, Inc. + 4,725
100 Standard Products Company 2,513
200 TBC Corporation + 2,025
100 Walbro Corporation 1,456
----------
24,075
----------
BANKS -- 5.2%
200 Astoria Financial Corporation 11,025
100 CCB Financial Corporation 9,600
200 Cullen Frost Bankers, Inc. 10,625
300 Deposit Guaranty Corporation 14,475
200 First Commercial Corporation 10,225
400 Firstmerit Corporation 10,600
200 Magna Group, Inc. 8,000
100 Onbancorp, Inc. 6,725
200 Riggs National Corporation 4,863
300 St. Paul Bancorp, Inc. 7,350
300 TCF Financial Corporation 17,737
100 Whitney Holding Corporation 5,000
400 Zions Bancorp 16,050
----------
132,275
----------
BANKING & FINANCIAL SERVICES -- 0.4%
300 AMRESCO, Inc. + 8,400
100 Envoy Corporation + 3,088
----------
11,488
----------
See Notes to Financial Statements.
<PAGE>
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
PORTFOLIO OF INVESTMENTS, NOVEMBER 30, 1997 (Unaudited)
(Continued)
- --------------------------------------------------------------------------------
SHARES VALUE
- --------------------------------------------------------------------------------
BROADCASTING -- 0.5%
400 General Communication, Inc. + 2,725
100 Metro Networks, Inc. + 3,063
200 NTN Communications, Inc. + 300
200 Westwood One, Inc. + 5,875
----------
11,963
----------
BUILDING CONSTRUCTION -- 0.6%
200 Apogee Enterprises, Inc. 4,425
100 Hughes Supply, Inc. 3,275
400 Morrison Knudsen Corporation + 3,950
200 Sturm Ruger & Company, Inc. 3,625
----------
15,275
----------
BUILDING MATERIALS -- 0.4%
100 ABM Industries, Inc. 2,788
100 Building Materials Holdings Corporation + 1,125
100 Commonwealth Industries, Inc. 1,663
100 U.S. Home Corporation + 3,712
100 Universal Forest Products, Inc. 1,525
----------
10,813
----------
BUSINESS SERVICES -- 3.3%
100 Bowne & Company, Inc. 3,819
100 Catalina Marketing Corporation 4,625
100 Dames & Moore Group, Inc. 1,238
300 Devry, Inc. 8,025
100 Express Scripts, Inc. + 5,900
100 Fair Issac & Company, Inc. 4,287
100 Figgie International Holdings, Inc. + 1,375
200 Franklin Covey Company + 4,237
200 Gymboree Corporation + 5,775
200 Interim Services, Inc. + 5,662
100 Intervoice, Inc. + 969
100 Kronos, Inc. + 3,125
200 Merrill Corporation 4,025
100 Microage, Inc. + 2,013
200 Norrell Corporation 4,875
250 Paxar Corporation 3,750
100 SEI Investments Company 4,150
100 Stone & Webster, Inc. 4,687
200 The BISYS Group, Inc. + 6,400
300 Vanstar Corporation + 4,125
----------
83,062
----------
CHEMICALS -- 1.9%
100 Cambrex Corporation 4,538
100 Chemfirst, Inc. 2,681
200 Geon Company 4,725
200 Lilly Industrial, Inc. 3,675
100 Macdermid, Inc. 7,150
100 McWhorter Technologies, Inc. + 2,375
200 Mississippi Chemical Corporation 3,900
200 Mycogen Corporation + 3,900
200 Om Group, Inc. 7,675
100 Quaker Chemical 1,881
100 Scotts Company + 2,925
100 WD-40 Company 2,700
----------
48,125
----------
COMMERCIAL SERVICES -- 0.1%
150 NFO Worldwide, Inc. + 2,663
----------
COMMUNICATION SERVICES -- 0.5%
100 Centigram Communications Corporation + 1,631
100 Comnet Cellular, Inc. + 3,531
400 Geotek Communications, Inc. + 775
200 TCSI Corporation + 1,275
200 True North Communications 5,125
----------
12,337
----------
COMPUTERS & BUSINESS EQUIPMENT -- 3.4%
300 American Management Systems, Inc. + 6,994
200 Applied Magnetics Corporation + 3,375
200 Auspex Systems, Inc. + 2,237
200 Banctec, Inc. + 4,950
100 Bell Industries 1,663
100 Broadband Technologies, Inc. + 588
200 Chips & Technologies, Inc. + 3,087
100 Digi International, Inc. + 1,944
200 Gerber Scientific, Inc. 4,000
400 Komag, Inc. + 8,025
100 National Computer Systems, Inc. 3,650
300 Network General Corporation + 5,662
100 Pacific Scientific Company 1,588
100 Standard Microsystems Corporation + 1,094
300 Tech Data Corporation + 12,112
100 Telxon Corporation 2,437
100 Tseng Labs, Inc. + 200
300 Vitesse Semiconductor Corporation + 13,425
100 Volt Information Sciences, Inc. + 6,394
200 Xircom, Inc. + 2,125
See Notes to Financial Statements.
<PAGE>
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
PORTFOLIO OF INVESTMENTS, NOVEMBER 30, 1997 (Unaudited)
(Continued)
- --------------------------------------------------------------------------------
SHARES VALUE
- --------------------------------------------------------------------------------
100 Zilog, Inc. + 1,912
----------
87,462
----------
COMPUTER HARDWARE, SOFTWARE OR SERVICES -- 0.6%
400 Acxiom Corporation + 6,875
100 Amtech Corporation + 463
100 Analysts International Corporation 4,762
100 Boole & Babbage, Inc. 2,962
----------
15,062
----------
CONGLOMERATES -- 0.2%
200 Triarc Companies, Inc. + 4,775
----------
CONSTRUCTION MATERIALS -- 0.8%
100 Butler Manufacturing Company 3,387
200 Justin Industries, Inc. 2,913
100 Lone Star Industries, Inc. 5,212
100 Medusa Corporation 4,056
100 Republic Group, Inc. 1,906
100 TJ International, Inc. 2,488
----------
19,962
----------
CONSTRUCTION & MINING EQUIPMENT -- 0.8%
100 CDI Corporation + 4,138
200 Global Industrial Technologies, Inc. + 3,575
100 Kaman Corporation 1,850
100 Material Sciences Corporation + 1,469
200 Regal Beloit Corporation 5,437
200 Valmont Industries, Inc. 4,350
----------
20,819
----------
DIVERSIFIED INDUSTRIAL -- 0.6%
100 AMCOL International Corporation 2,400
200 Griffon Corporation + 3,113
300 JLG Industries, Inc. 3,844
200 Roper Industries, Inc. 5,762
----------
15,119
----------
DOMESTIC OIL -- 1.0%
200 Cross Timbers Oil Company 4,637
200 Devon Energy Corporation 7,775
100 HS Resources, Inc. + 1,594
200 KCS Energy, Inc. 4,750
200 Pogo Producing Company 6,275
100 Wiser Oil Company 1,525
----------
26,556
----------
DRUGS & HEALTH CARE -- 9.3%
100 Access Health, Inc. + 2,975
200 Alliance Pharmaceutical Corporation 1,938
200 Alpharma, Inc. 4,575
200 Ballard Medical Products 4,612
300 Bio Technology General Corporation + 3,750
200 Cephalon, Inc. + 2,025
100 Chemed Corporation 3,913
100 Circon Corporation + 1,513
100 Collagen Corporation 1,975
100 Cor Therapeutics, Inc. + 2,275
200 Coventry Corporation + 2,988
100 Cygnus, Inc. + 2,250
200 Enzo Biochem, Inc. 3,238
300 Genesis Health Ventures, Inc. + 7,275
100 Hauser, Inc. + 663
300 ICN Pharmaceuticals, Inc. 14,831
300 Idexx Laboratories, Inc. + 4,781
100 Immulogic Pharmaceutical Corporation + 225
200 Immune Response Corporation + 2,375
316 Integrated Health Services, Inc. 9,618
200 Invacare Corporation 4,625
200 Lincare Holdings, Inc. + 11,250
300 Liposome, Inc. + 1,781
200 Magellan Health Services, Inc. + 4,762
200 Mariner Health Group, Inc. + 2,900
200 Medimmune, Inc. + 7,650
200 Mentor Corporation 6,800
100 Molecular Biosystems, Inc. + 1,019
100 Natures Sunshine Products, Inc. 2,181
100 NBTY, Inc. + 2,175
200 North American Vaccine, Inc. + 5,000
100 Noven Pharmaceuticals, Inc. + 713
300 Orthodontic Centers America, Inc. 5,437
200 Owens & Minor, Inc. 2,775
200 Patterson Dental Company + 8,212
100 Pediatrix Medical Group + 4,425
200 Perseptive Biosystems, Inc. + 2,375
100 Pharmaceutical Marketing Services + 1,025
500 Phycor, Inc. + 12,312
200 Primark Corporation + 6,775
300 Prime Hospitality Corporation + 5,737
100 Protein Design Laboratories, Inc. + 4,200
200 Regeneron Pharmaceuticals, Inc. + 1,975
See Notes to Financial Statements.
<PAGE>
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
PORTFOLIO OF INVESTMENTS, NOVEMBER 30, 1997 (Unaudited)
(Continued)
- --------------------------------------------------------------------------------
SHARES VALUE
- --------------------------------------------------------------------------------
200 Renal Care Group, Inc. + 6,350
100 Respironics, Inc. + 2,675
200 Roberts Pharmaceutical Corporation + 2,075
100 Rural/Metro Corporation + 3,394
100 Sciclone Pharmaceuticals, Inc. + 406
200 Sequus Pharmaceuticals, Inc. + 1,550
100 Sierra Health Services, Inc. + 3,638
100 Spacelabs, Inc. + 2,150
200 Summit Technology, Inc. + 1,300
100 Sunrise Medical, Inc. + 1,581
100 Syncor International Corporation + 1,588
100 Tecnol Medical Products, Inc. + 2,192
100 Theratech, Inc. + 1,025
100 Ultratech Stepper, Inc. + 2,463
200 Universal Health Services, Inc. + 8,737
200 US Bioscience, Inc. + 1,850
200 Vertex Pharmaceuticals, Inc. + 5,537
100 Visx, Inc. + 2,463
100 Vital Signs, Inc. 2,025
----------
236,898
----------
ELECTRIC UTILITIES -- 1.7%
100 Bangor Hydro Electric Company 569
200 Box Energy Corporation + 1,437
100 Central Hudson Gas & Electric Corporation 3,850
100 Central Vermont Public Service 1,388
100 Cilcorp, Inc. 4,387
200 Commonwealth Energy Systems 5,712
100 Eastern Utilities Associates 2,400
100 Interstate Power Company 3,319
100 Orange & Rockland Utilities,Inc. 3,994
100 Public Service Company North Carolina, Inc. 2,025
200 Sierra Pacific Resources 6,775
100 TNP Enterprises, Inc. 2,750
100 United Illuminating Company 4,069
----------
42,675
----------
ELECTRICAL EQUIPMENT -- 3.2%
300 Anixter International, Inc. + 5,381
200 Baldor Electric Company 6,187
200 Belden, Inc. 6,625
300 C-Cube Microsystems, Inc. + 6,356
100 Cable Design Technologies Corporation + 4,050
100 Cellpro, Inc. + 272
100 Coherent, Inc. + 3,750
100 Fisher Scientific International, Inc. 4,800
200 Fluke Corporation 4,750
100 Helix Technology Corporation 2,356
102 Intermagnetics General Corporation 912
100 Juno Lighting, Inc. 1,925
200 Kent Electrical Corporation + 6,700
200 Novellus Systems, Inc. + 7,525
100 Oak Industries, Inc. + 2,769
100 Park Electrochemical Corporation 2,625
100 Sanmina Corporation + 6,800
100 Symmetricom Inc. + 1,288
100 Thomas Industries, Inc. 3,175
100 Watsco Inc. 2,600
----------
80,846
----------
ELECTRONICS -- 8.0%
200 BMC Industries, Inc. 3,713
200 Boston Technology, Inc. + 4,300
200 Breed Technologies, Inc. 4,038
100 C Cor Electronics, Inc. + 1,550
100 California Microwave + 1,850
200 Checkpoint Systems, Inc. 3,225
200 Dallas Semiconductor Corporation 9,775
200 Digital Microwave Corporation 3,150
100 Dionex Corporation + 5,006
100 Electro Scientific Industries, Inc. + 4,156
100 Electroglas, Inc. + 1,900
400 Etec Systems, Inc. + 18,300
100 Hadco Corporation + 6,200
300 Input/Output, Inc. + 7,762
100 Integrated Circuit Systems, Inc. + 2,813
400 International Rectifier Corporation + 5,650
100 Itron, Inc. + 1,800
300 Kemet Corporation + 7,087
100 Kuhlman Corporation 3,531
200 Kulicke & Soffa Industries, Inc. + 5,512
400 Lattice Semiconductor Corporation + 22,575
100 Marshall Industries + 3,450
300 Methode Electrics, Inc. 4,875
200 Network Equipment Technologies + 2,913
200 P-COM, Inc. + 3,525
100 Photronic, Inc. + 4,775
300 Picturetel Corporation + 2,606
See Notes to Financial Statements.
<PAGE>
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
PORTFOLIO OF INVESTMENTS, NOVEMBER 30, 1997 (Unaudited)
(Continued)
- --------------------------------------------------------------------------------
SHARES VALUE
- --------------------------------------------------------------------------------
200 Pioneer-Standard Electronics, Inc. 3,288
200 Plexus Corporation + 5,325
400 S3, Inc. + 2,550
100 Speedfam International, Inc. + 2,563
100 Three-Five Systems, Inc. + 1,994
200 Titan International, Inc. 4,000
200 Tracor, Inc. + 5,612
200 Trimble Navigation Ltd. + 4,237
200 Unitrode Corporation + 3,763
200 Valence Technology, Inc. + 1,325
300 Vicor Corporation + 8,475
300 VLSI Technology, Inc. + 6,750
200 Zebra Technologies Corporation + 6,375
----------
202,294
----------
FINANCIAL SERVICES -- 3.5%
100 Billing Information Concepts Corporation + 4,450
100 Capital Re Corporation 5,606
95 Charter One Financial, Inc. 5,629
100 Coast Savings Financial, Inc. + 6,000
100 Enhance Financial Services Group, Inc. 5,587
100 Interra Financial, Inc. 5,519
100 JSB Financial, Inc. 4,662
400 Keystone Financial, Inc. 14,900
133 Legg Mason, Inc. 6,434
200 National Auto Credit, Inc. + 1,325
300 Provident Financial Group, Inc. 13,500
500 Sovereign Bancorp, Inc. 9,469
100 U.S. Trust Corporation 5,900
----------
88,981
----------
FOOD & BEVERAGES -- 1.6%
400 Chiquita Brands International, Inc. 6,775
100 Coca-Cola Bottling Company 6,162
200 Dekalb Genetics Corporation 7,775
100 Earthgrains Company 4,325
100 Goodmark Foods, Inc. 1,688
100 Ionics, Inc. + 3,687
100 J&J Snack Foods Corporation + 1,663
100 Nash Finch Company 1,875
200 Smithfield Foods, Inc. + 7,075
100 Taco Cabana, Inc. + 525
----------
41,550
----------
GAS EXPLORATION -- 1.7%
200 Barrett Resources Corporation + 5,925
200 Benton Oil & Gas Company + 2,887
200 Cabot Oil & Gas Corporation 4,150
100 Energen Corporation 3,800
300 Newfield Exploration Company + 6,994
700 Santa Fe Energy Resources, Inc. + 7,831
200 Snyder Oil Corporation 3,975
400 Vintage Petroleum, Inc. 7,750
----------
43,312
----------
GAS & PIPELINE UTILITIES -- 1.6%
100 Cascade Natural Gas Corporation 1,700
100 Connecticut Energy Corporation 2,588
200 KN Energy, Inc. 9,350
100 New Jersey Resources Corporation 3,481
200 Northwest Natural Gas Company 5,600
100 Pennsylvania Enterprises, Inc. 2,519
100 Philadelphia Suburban Corporation 2,481
200 Piedmont Natural Gas, Inc. 6,537
200 Southwestern Energy Company 2,338
100 Wicor, Inc. 4,612
----------
41,206
----------
GOLD -- 0.0%
200 Glamis Gold, Ltd. 863
----------
HEALTH MANAGEMENT SERVICES -- 0.3%
200 National Data Corporation 7,075
----------
HOMEBUILDERS -- 0.8%
400 Champion Enterprises, Inc. 7,700
100 M.D.C. Holdings, Inc. 1,106
100 Ryland Group, Inc. 2,181
100 Southern Energy Homes, Inc. + 925
200 Standard Pacific Corporation 2,700
200 Toll Brothers, Inc. + 4,825
----------
19,437
----------
HOTELS & RESTAURANTS -- 1.9%
200 Applebee's International, Inc. 4,225
100 Au Bon Pain Company, Inc. + 913
300 Aztar Corporation + 2,100
100 Bertucci's, Inc. + 631
100 Cheesecake Factory + 3,075
100 Consolidated Products, Inc. 1,925
See Notes to Financial Statements.
<PAGE>
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
PORTFOLIO OF INVESTMENTS, NOVEMBER 30, 1997 (Unaudited)
(Continued)
- --------------------------------------------------------------------------------
SHARES VALUE
- --------------------------------------------------------------------------------
300 Foodmaker, Inc. + 4,650
100 IHOP Corporation + 3,412
200 Luby's Cafeterias, Inc. 3,950
100 Marcus Corporation 2,825
200 Primadonna Resorts, Inc. + 3,312
100 Ruby Tuesday, Inc. + 2,625
300 Ryans Family Steak Houses, Inc. + 2,662
400 Shoneys, Inc. + 1,750
100 Showbiz Pizza Time, Inc. + 2,150
100 Sonic Corporation + 2,766
200 TCBY Enterprises, Inc. 1,263
200 WMS Industries, Inc. 4,650
----------
48,884
----------
HOUSEHOLD APPLIANCES & HOME FURNISHINGS -- 1.6%
100 Bassett Furniture Industries, Inc. 2,937
200 Ethan Allen Interiors, Inc. 7,700
300 Fedders USA, Inc. 1,744
200 Interface, Inc. 6,000
100 La-Z-Boy, Inc. 4,300
100 LSB Industries, Inc. 438
100 National Presto Industries, Inc. 3,919
100 Pillowtex Corporation 2,650
100 Rival Company 1,500
200 Royal Appliance Manufacturing Company + 1,387
200 Williams Sonoma, Inc. + 7,625
----------
40,200
----------
HOUSEHOLD PRODUCTS -- 0.0%
100 USA Detergents, Inc. + 1,056
----------
INDUSTRIAL MACHINERY -- 1.6%
100 A.O. Smith Corporation 4,256
100 Blount International, Inc. 5,056
300 Cognex Corporation + 7,988
100 Daniel Industries, Inc. 1,856
100 Flow International Corporation + 994
100 Manitowoc, Inc. 3,331
100 SPX Corporation 6,838
100 Standex International Corporation 3,506
200 X-Rite, Inc. 3,825
100 Zero Corporation 2,794
----------
40,444
----------
INSURANCE -- 4.2%
100 Allied Group, Inc. 4,094
200 American Bankers Insurance Group, Inc. 8,100
100 Arthur J. Gallagher & Company 3,575
200 CMAC Investment Corporation 10,387
100 Compdent Corporation + 2,038
100 Executive Risk, Inc. 6,500
100 Fidelity National Financial, Inc. 2,600
100 First American Financial Corporation 6,125
200 Fremont General Corporation 9,200
200 Frontier Insurance Group, Inc. 4,813
100 Hilb, Rogal and Hamilton Company 1,913
100 Life Re Corporation 5,712
200 Mutual Risk Management Ltd. 5,587
200 Orion Capital Corporation 9,012
200 Protective Life Corporation 11,225
100 Selective Insurance Group, Inc. 5,037
100 Trenwick Group, Inc. 3,713
100 Washington National Corporation 3,306
100 Zenith National Insurance Corporation 2,675
----------
105,612
----------
INVESTMENT COMPANIES -- 1.2%
100 Eaton Vance Corporation 3,494
200 Pioneer Group, Inc. 6,275
100 Piper Jaffray Companies, Inc. 2,769
300 Quick & Reilly Group, Inc. 11,269
200 Raymond James Financial, Inc. 7,137
----------
30,944
----------
LEISURE TIME -- 1.2%
100 Carmike Cinemas, Inc. + 3,094
1,300 Cineplex Odeon Corporation + 1,544
100 GC Companies + 4,337
300 Grand Casinos, Inc. + 3,937
200 Hollywood Park, Inc. + 3,900
100 K2, Inc. 2,750
200 Players International, Inc. + 650
300 Regal Cinemas, Inc. + 7,650
100 Showboat, Inc. 1,919
----------
29,781
----------
LIQUOR -- 0.2%
100 Canandaigua Wine, Inc. + 4,788
----------
MACHINERY -- 0.3%
200 Applied Industrial Technologies, Inc. 5,650
100 Astec Industries, Inc. + 1,625
----------
See Notes to Financial Statements.
<PAGE>
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
PORTFOLIO OF INVESTMENTS, NOVEMBER 30, 1997 (Unaudited)
(Continued)
- --------------------------------------------------------------------------------
SHARES VALUE
- --------------------------------------------------------------------------------
7,275
----------
MACHINERY - TOOLS -- 0.4%
100 Applied Power, Inc. 6,100
100 Toro Company 4,413
----------
10,513
----------
MEDICAL INSTRUMENTS & SUPPLIES -- 0.4%
200 STERIS Corporation + 9,400
----------
MEDICAL SERVICES -- 0.4%
300 Advanced Tissue Sciences, Inc. + 3,844
200 Renal Treatment Centers, Inc. + 6,662
----------
10,506
----------
MEDICAL SUPPLIES -- 0.3%
100 ADAC Laboratories 2,088
200 Sola International, Inc. + 6,050
----------
8,138
----------
MINING -- 0.5%
100 Dravo Corporation + 994
200 Getchell Gold Corporation + 5,250
400 Hecla Mining Company + 1,975
100 Pittston Company 2,756
100 Stillwater Mining Company + 1,825
----------
12,800
----------
MOBILE HOMES -- 0.6%
300 Oakwood Homes Corporation 9,000
100 Skyline Corporation 2,712
100 Thor Industries, Inc. 3,156
200 Winnebago Industries, Inc. 1,538
----------
16,406
----------
NON-FERROUS METALS -- 0.5%
200 Coeur D'Alene Mines Corporation + 1,725
100 Commercial Metals Company 3,294
100 Handy & Harman 2,237
100 Imco Recycling, Inc. 1,575
100 Wolverine Tube, Inc. + 3,175
----------
12,006
----------
OFFICE FURNISHINGS & SUPPLIES -- 0.4%
100 A.T. Cross Company 1,081
100 New England Business Service, Inc. 3,169
200 W.H. Brady Company 6,150
----------
10,400
----------
OIL & GAS -- 0.1%
200 Southwest Gas Corporation 3,725
----------
OIL & GAS -- 1.3%
200 Atmos Energy Corporation 5,313
300 Pride International, Inc. + 8,287
100 St. Mary Land & Exploration Company 4,138
300 Tuboscope Vetco International Corporation + 7,387
300 United Meridian Corporation + 9,019
----------
34,144
----------
OTHER UTILITIES -- 0.3%
100 Buckeye Technologies, Inc. + 4,382
46 Paragon Health Network, Inc. + 2,386
----------
6,768
----------
PAPER -- 0.7%
200 Caraustar Industries, Inc. 6,462
100 Lydall, Inc. + 2,025
100 Mosinee Paper Corporation 2,975
100 Paragon Trade Brands, Inc. + 2,250
100 Pope & Talbot, Inc. 1,650
100 Shorewood Packaging Corporation + 2,413
----------
17,775
----------
PETROLEUM - PRODUCING -- 1.2%
300 Camco International, Inc. 18,825
200 Oceaneering International, Inc. + 4,125
100 Plains Resources, Inc. + 1,650
100 Pool Energy Services Company + 2,587
100 Seitel, Inc. + 3,850
----------
31,037
----------
PHOTOGRAPHY -- 0.2%
100 CPI Corporation 1,862
100 Innovex, Inc. 2,300
100 Resound Corporation + 613
----------
4,775
----------
PLASTICS -- 0.3%
100 Tredegar Industries, Inc. 6,588
----------
See Notes to Financial Statements.
<PAGE>
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
PORTFOLIO OF INVESTMENTS, NOVEMBER 30, 1997 (Unaudited)
(Continued)
- --------------------------------------------------------------------------------
SHARES VALUE
- --------------------------------------------------------------------------------
POLLUTION CONTROL -- 0.2%
200 OHM Corporation + 1,700
100 Tetra Technologies, Inc. + 2,344
----------
4,044
----------
PRINTING -- 0.3%
300 Valassis Communications, Inc. + 9,019
----------
PUBLISHING -- 0.4%
100 Nelson Thomas, Inc. 1,131
300 World Color Press, Inc. + 8,025
----------
9,156
----------
RAILROADS & EQUIPMENT -- 0.1%
100 Railtex, Inc. + 1,488
----------
RECREATION -- 0.1%
200 Arctic Cat, Inc. 2,100
----------
RESTAURANTS -- 0.7%
300 CKE Restaurants, Inc. 11,269
200 Landry's Seafood Restaurants, Inc. + 5,625
----------
16,894
----------
RETAIL -- 1.5%
300 Arbor Drugs, Inc. 8,137
300 Bombay, Inc. + 1,556
200 Eagle Hardware & Garden + 3,400
100 J. Baker, Inc. 688
200 Jan Bell Marketing, Inc. + 563
200 Just For Feet, Inc. + 3,387
500 Pier 1 Imports, Inc. 11,187
200 Regis Corporation 4,725
100 Swiss Army Brands, Inc. + 1,013
200 The Sports Authority, Inc. + 3,925
----------
38,581
----------
RETAIL GROCERY -- 0.9%
200 Casey's General Stores, Inc. 4,712
300 Richfood Holdings, Inc. 8,194
200 Rykoff (S.E.) & Company 4,488
100 Whole Foods Market, Inc. + 4,587
----------
21,981
----------
RETAIL - STORE -- 3.2%
100 Books A Million, Inc. + 669
100 Carson Pirie Scott & Company + 5,162
200 Cash America International, Inc. 2,500
200 Cato Corporation 1,850
100 Damark International, Inc. + 1,225
100 Designs, Inc. + 338
100 Filenes Basement Corporation + 631
200 Footstar, Inc. + 6,000
100 Gottschalks, Inc. + 856
200 Hancock Fabrics, Inc. 2,825
100 Lechters, Inc. + 575
100 Lillian Vernon Corporation 1,394
200 Michaels Stores, Inc. + 6,475
400 Proffitts, Inc. + 12,225
400 Ross Stores, Inc. 15,600
200 Shopko Stores, Inc. 4,200
200 Stein Mart, Inc. + 5,900
200 The Dress Barn + 5,150
200 The Men's Wearhouse, Inc. + 7,025
----------
80,600
----------
SAVINGS & LOAN -- 1.2%
200 Centura Banks, Inc. 11,825
200 Commercial Federal Corporation 9,612
200 Downey Financial Corporation 5,500
100 FirstBank Puerto Rico 3,375
----------
30,312
----------
SHIPBUILDING -- 0.2%
150 Halter Marine Group, Inc. + 4,181
----------
SOFTWARE -- 4.0%
200 Broderbund Software, Inc. + 5,812
200 Cerner Corporation + 4,813
100 Ciber, Inc. + 4,400
100 Cyrk, Inc. + 1,138
100 Dialogic Corporation + 4,194
100 Filenet Corporation + 2,744
100 Henry Jack & Associates, Inc. 2,525
100 Hyperion Software Corporation + 4,309
200 Insituform Technologies, Inc. + 1,750
400 Keane, Inc. + 12,675
400 Microchip Technology, Inc. + 14,000
100 Platinum Software Corporation + 781
400 Platinum Technology, Inc. + 10,400
100 Progress Software Corporation + 2,063
300 Read Rite Corporation + 5,737
300 Sterling Software, Inc. 10,987
300 System Software Associates, Inc. + 3,975
See Notes to Financial Statements.
<PAGE>
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
PORTFOLIO OF INVESTMENTS, NOVEMBER 30, 1997 (Unaudited)
(Continued)
- --------------------------------------------------------------------------------
SHARES VALUE
- --------------------------------------------------------------------------------
200 Vantive Corporation + 4,825
100 Viewlogic Systems, Inc. + 2,663
100 Wall Data, Inc. + 1,625
----------
101,416
----------
STEEL -- 1.4%
100 Acme Metals, Inc. + 1,244
100 Amcast Industrial Corporation 2,475
200 Birmingham Steel Corporation 3,062
100 Castle A M Company 2,338
100 Insteel Industries, Inc. 750
200 Intermet Corporation 3,700
100 Mueller Industries, Inc. + 4,656
200 Northwestern Steel & Wire Company + 763
100 Quanex Corporation 2,975
100 Steel Technologies, Inc. 1,125
200 Texas Industries, Inc. 9,312
200 WHX Corporation + 2,362
----------
34,762
----------
TELECOMMUNICATIONS -- 1.5%
100 ACC Corporation + 4,675
200 Allen Telecom, Inc. + 4,063
400 Aspect Telecommunications Corporation 8,975
200 Comverse Technology, Inc. + 6,738
100 Dynatech Corporation + 3,631
500 Telephone Save Holdings, Inc. + 10,812
----------
38,894
----------
TIRES & RUBBER -- 0.5%
100 Myers Industries, Inc. 1,725
100 O' Sullivan Corporation 994
200 Safeskin Corporation + 9,525
----------
12,244
----------
TOBACCO -- 0.4%
300 Dimon, Inc. 7,500
100 Schweitzer-Mauduit International, Inc. 3,550
----------
11,050
----------
TOYS & AMUSEMENTS -- 0.4%
100 Bell Sports Corporation + 838
100 Galoob Toys, Inc. + 1,187
100 Huffy Corporation 1,506
200 Russ Berrie & Company, Inc. 5,975
----------
9,506
----------
TRANSPORTATION - TRUCKING -- 0.2%
100 Arkansas Best Corporation + 1,100
200 Heartland Express, Inc. + 4,725
----------
5,825
----------
TRUCKING & FREIGHT FORWARDING -- 2.3%
200 Air Express International Corporation 5,737
200 American Freightways Corporation + 2,875
200 Expeditores International, Inc. 7,787
300 Fritz Companies, Inc. + 3,956
100 Frozen Food Express Industries, Inc. 1,000
200 Kirby Corporation + 3,713
100 Landstar Systems, Inc. + 2,594
100 M.S. Carriers, Inc. + 2,413
200 Offshore Logistics, Inc. + 4,500
300 Rollins Truck Leasing Corporation 5,044
200 US Freightways Corporation 6,150
300 Werner Enterprises, Inc. 6,412
200 Yellow Corporation + 5,275
----------
57,456
----------
UTILITIES -- 0.5%
100 Aquarion Company 3,038
100 Consumers Water Company 1,878
100 Southern California Water Company 2,256
300 United Water Resources, Inc. 5,400
----------
12,572
----------
TOTAL COMMON STOCK
(Cost $2,495,422) 2,513,785
----------
TOTAL INVESTMENTS
(Cost $2,495,422*) 99.1% 2,513,785
OTHER ASSETS AND
LIABILITIES (Net) 0.9 22,183
------ ----------
NET ASSETS 100.0% $2,535,968
------ ----------
------ ----------
* Aggregate cost for federal tax purposes
+ Non-income producing secruity
See Notes to Financial Statements.
<PAGE>
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES, NOVEMBER 30, 1997 (UNAUDITED)
- --------------------------------------------------------------------------------
ASSETS:
Investments, at value (Cost $2,495,422). . . . . . . . . . $2,513,785
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,903
Dividend receivable. . . . . . . . . . . . . . . . . . . . 1,499
Receivable from investment advisor . . . . . . . . . . . . 15,614
----------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . 2,551,801
----------
LIABILITIES:
Legal and audit fees payable . . . . . . . . . . . . . . . 4,065
Custodian fees payable . . . . . . . . . . . . . . . . . . 2,586
Investment advisory fee payable. . . . . . . . . . . . . . 1,225
Administration fee payable . . . . . . . . . . . . . . . . 102
Transfer agent fee payable . . . . . . . . . . . . . . . . 3,194
Accrued Directors' fees and expenses . . . . . . . . . . . 594
Accrued expenses and other payables. . . . . . . . . . . . 4,067
----------
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . 15,833
----------
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . $2,535,968
----------
----------
NET ASSETS CONSIST OF:
Par value. . . . . . . . . . . . . . . . . . . . . . . . . 250
Paid-in capital in excess of par . . . . . . . . . . . . . 2,499,760
Undistributed net investment income. . . . . . . . . . . . 6,809
Accumulated net realized gain on investments sold. . . . . 10,786
Net unrealized appreciation of investments . . . . . . . . 18,363
----------
$2,535,968
----------
----------
NET ASSET VALUE offering and redemption price per share
($2,535,968/250,001 shares of common stock outstanding). . $ 10.14
----------
----------
See Notes to Financial Statements
1
<PAGE>
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
STATEMENT OF OPERATIONS, PERIOD ENDED NOVEMBER 30, 1997 (a) (UNAUDITED)
- --------------------------------------------------------------------------------
INVESTMENT INCOME:
Interest income. . . . . . . . . . . . . . . . . . . . . . $ 1,879
Dividend income. . . . . . . . . . . . . . . . . . . . . . 6,400
----------
Total investment income. . . . . . . . . . . . . . . . 8,279
----------
EXPENSES:
Legal and audit fees . . . . . . . . . . . . . . . . . . . 4,065
Transfer agent fee . . . . . . . . . . . . . . . . . . . . 3,194
Custodian fees . . . . . . . . . . . . . . . . . . . . . . 2,586
Investment advisory fee. . . . . . . . . . . . . . . . . . 1,225
Directors' fees and expenses . . . . . . . . . . . . . . . 595
Administration fee . . . . . . . . . . . . . . . . . . . . 102
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . 5,317
----------
Total Expenses . . . . . . . . . . . . . . . . . . . . 17,084
Expenses reimbursed by investment advisor. . . . . . . . . (15,614)
----------
Net Expenses . . . . . . . . . . . . . . . . . . . . . 1,470
----------
NET INVESTMENT INCOME. . . . . . . . . . . . . . . . . . . 6,809
----------
NET REALIZED AND UNREALIZED GAIN/(LOSS) ON
INVESTMENTS:
Net realized gain from security transactions . . . . . . . 10,786
Net change in unrealized appreciation of securities. . . . 18,363
----------
Net realized and unrealized gain on investments. . . . . . 29,149
----------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . $ 35,958
----------
----------
(a) MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND COMMENCED OPERATIONS
ON AUGUST 7, 1997.
See Notes to Financial Statements
2
<PAGE>
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
PERIOD
ENDED
11/30/97 (a)
(UNAUDITED)
----------
Net investment income. . . . . . . . . . . . . . . . . . . $ 6,809
Net realized gain from security transactions . . . . . . . 10,786
Net change in unrealized appreciation of securities. . . . 18,363
----------
Net increase in net assets resulting from operations . . . 35,958
Distributions to shareholders from net investment income . 0
Net increase in net assets from Fund shares transactions . 2,500,010
----------
Net increase in net assets . . . . . . . . . . . . . . . . 2,535,968
NET ASSETS:
Beginning of period. . . . . . . . . . . . . . . . . . . . 0
----------
End of period. . . . . . . . . . . . . . . . . . . . . . . $2,535,968
----------
----------
(a) MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND COMMENCED OPERATIONS
ON AUGUST 7, 1997.
See Notes to Financial Statements
3
<PAGE>
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
FINANCIAL HIGHLIGHTS, FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
PERIOD
ENDED
11/30/97 (a)
(UNAUDITED)
----------
Net asset value, beginning of period . . . . . . . . . . . $ 10.00
----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income. . . . . . . . . . . . . . . . . . . 0.03
Net realized and unrealized gain on investments. . . . . . 0.11
----------
Total from investment operations . . . . . . . . . . . . . 0.14
----------
LESS DISTRIBUTIONS:
Distributions from net investment income . . . . . . . . . 0.00
Total distributions. . . . . . . . . . . . . . . . . . . . 0.00
----------
Net asset value, end of period . . . . . . . . . . . . . . $ 10.14
----------
----------
TOTAL RETURN (b) . . . . . . . . . . . . . . . . . . . . . 1.40%
----------
----------
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's) . . . . . . . . . . . $ 2,536
Ratio of operating expenses to average net assets. . . . . 0.18%(c)
Ratio of net investment income to average net assets . . . 0.83%(c)
Ratio of operating expenses to average net assets
without expense reimbursement. . . . . . . . . . . . . 2.08%(c)
Portfolio turnover . . . . . . . . . . . . . . . . . . . . 8%
Average commission rate (d). . . . . . . . . . . . . . . . $ 0.0108
(a) MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND COMMENCED OPERATIONS
ON AUGUST 7, 1997.
(b) TOTAL RETURN REPRESENTS AGGREGATE TOTAL RETURN FOR THE PERIOD INDICATED.
(c) ANNUALIZED.
(d) AVERAGE COMMISSION RATE PAID PER SHARE OF SECURITIES PURCHASED AND SOLD BY
THE FUND.
See Notes to Financial Statements
4
<PAGE>
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
NOTES TO FINANCIAL STATEMENTS, NOVEMBER 30, 1997 (UNAUDITED)
- --------------------------------------------------------------------------------
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Munder Institutional S&P SmallCap Index Equity Fund (the "Fund") is a
diversified portfolio of St. Clair Funds, Inc. (the "Company") which is
registered under the Investment Company Act of 1940, as amended (the " 1940
Act"), as an open-end investment company. The Company was organized as a
Maryland corporation on May 23, 1984 under the name St. Clair Money Market Fund,
Inc., which was changed to St. Clair Fixed Income Fund, Inc. on December 30,
1986 and to St. Clair Funds, Inc. on September 18, 1996. The Fund commenced
operations on August 7, 1997.
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of increases and
decreases in net assets from operations during the reporting period. Actual
results could differ from those estimates. The following is a summary of
significant accounting policies followed by the Fund in the preparation of its
financial statements:
SECURITY VALUATION: Securities (including financial futures, if any) traded
on a recognized stock exchange or on the NASDAQ National Market System
("NASDAQ") are valued at the last sale price on the securities exchange on which
such securities are primarily traded or at the last sale price on the national
securities market as of the close of business on the date of the valuation.
Securities traded on a national securities exchange or on NASDAQ for which there
were no sales on the date of valuation and securities traded on over-the-counter
markets, including listed securities for which the primary market is believed to
be over-the-counter, are valued at the mean between the most recently quoted bid
and asked prices. Restricted securities and securities and assets for which
market quotations are not readily available, are valued at fair value by the
advisor, under the supervision of the Board of Directors. Debt securities with
remaining maturities of 60 days or less at the time of purchase are valued on an
amortized cost basis, unless the Board of Directors determines that such
valuation does no constitute fair value at that time. Under this method such
securities are valued initially at cost on the date of purchase (or on the 61st
day before maturity).
SECURITY TRANSACTIONS AND INVESTMENT INCOME: Security transactions are
recorded on the trade date. The cost of investments sold is determined by use
of the specific identification method for both financial reporting and income
tax purposes. Interest income is recorded on the accrual basis.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Dividends from net investment
income are declared and paid at least quarterly by the Fund. Capital gains
distributions, if any, will be made at least annually. Distributions to
shareholders are recorded on the ex-dividend date.
Income dividends and capital gain distributions are determined in
accordance with income tax regulations which may differ from generally accepted
accounting principles. These differences are primarily due to differing
treatments of income and gains on various investment securities held by the
Fund, timing differences and differing characterization of distributions made by
the Fund as a whole.
FEDERAL INCOME TAXES: The Fund intends to continue to qualify as a
regulated investment company by complying with the requirements of the Internal
Revenue Code of 1986, as amended, applicable to regulated
investment companies and to distribute substantially all of its earnings to its
shareholders. Therefore, no Federal income or excise tax provision is required.
<PAGE>
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
NOTES TO FINANCIAL STATEMENTS, NOVEMBER 30, 1997 (UNAUDITED)
(CONTINUED)
- --------------------------------------------------------------------------------
2. INVESTMENT ADVISOR, ADMINISTRATOR, CUSTODIAN, TRANSFER AGENT AND OTHER
RELATED PARTY TRANSACTIONS
Munder Capital Management (the "Advisor"), an independent investment
management firm, serves as the Fund's investment advisor. For its advisory
services, the Advisor is entitled to receive a fee, computed daily and
payable monthly, at an annual rate of 0.15% of the value of its average daily
net assets.
The Advisor has reimbursed certain expenses, payable by the Fund, for the
period ended November 30, 1997, as reflected in the Statement of Operations.
State Street Bank and Trust Company ("State Street") (the "Administrator"),
serves as the Fund's administrator and assists in all aspects of its
administration and operations. As compensation for its services, the
Administrator is entitled to receive a fee, based on the aggregate average daily
net assets of the Fund and certain other investment portfolios that are advised
by the Advisor and for which State Street provides services, computed daily and
payable monthly, at an annual rate of 0.0120% of the first $3 billion of net
assets, plus 0.01% of the next $3 billion of net assets, plus 0.0075% of all net
assets in excess of $6 billion (with a $200,000 minimum fee per annum in the
aggregate for all portfolios with respect to the Administrator) plus the
lesser of 0.005% of net assets or $150,000 for up to ten funds, and $10,000
per fund in excess of ten funds.
First Data Investor Services Group, Inc. ("Investor Services Group"),
serves as the Fund's transfer agent and dividend disbursing agent ("Transfer
Agent"). The Transfer Agent is entitled to receive fees at an annual rate of
$10,000 plus 0.025% of the Fund's aggregate average daily net assets in excess
of $5 billion. The Transfer Agent and Administrator are also entitled to
reimbursement for out-of-pocket expenses.
Comerica Bank ("Comerica") provides custodial services to the Fund. No
compensation is paid to the Custodian for its services. State Street also
serves as Sub-custodian to the Fund. As compensation for its services, the
Sub-custodian is entitled to receive fees, based on the aggregate average daily
net assets of the Fund and certain other investment portfolios advised by the
Advisor for which the Sub-custodian provides services, computed daily and
payable monthly at an annual rate of 0.01% of average daily net assets. The
Sub-custodian also receives certain transaction based fees.
Each Director of the Company is paid an aggregate fee, consisting of a
$20,000 annual retainer, for services in such capacity plus $1,500 for each
meeting attended per year, plus out-of-pocket expenses incurred as a Board
member for services provided as a Board member of the Company, The Munder Funds
Trust, The Munder Funds, Inc., and Munder Framlington Funds Trust. The Trustees
or Directors are also reimbursed for any expenses incurred by them in connection
with their duties as Trustees or Directors. No officer, director or employee of
the Advisor, Comerica, State Street or Investor Services Group currently
receives any compensation from the Company.
3. SECURITIES TRANSACTIONS
Cost of purchases and proceeds from sales of securities other than
short-term investments and U.S. Government securities were $2,650,083 and
$165,447, respectively, for the period ended November 30, 1997.
At November 30, 1997, aggregate gross unrealized appreciation for all
securities for which there was an excess of value over tax cost was $191,119 and
aggregate gross unrealized depreciation for all securities for which there was
an excess of tax cost over value was $172,756.
<PAGE>
MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
NOTES TO FINANCIAL STATEMENTS, NOVEMBER 30, 1997 (UNAUDITED)
(CONTINUED)
- --------------------------------------------------------------------------------
4. COMMON STOCK
At November 30,1997, fifty million shares of $0.001 par value common
stock were authorized for the Fund.
Changes in common stock for the Fund were as follows:
PERIOD ENDED
11/30/97
----------------------
SHARES AMOUNT
-------- -----------
Sold 250,001 $2,500,010
Issued as reinvestment of dividends - -
Redeemed - -
------- ----------
Net Increase 250,001 $2,500,010
------- ----------
------- ----------
<PAGE>
ST. CLAIR FUNDS, INC.
SUPPLEMENT DATED DECEMBER 30, 1997
TO PROSPECTUS DATED NOVEMBER 15, 1996
LIQUIDITY PLUS MONEY MARKET FUND
CHANGE IN ADMINISTRATOR
State Street Bank and Trust Company ("State Street" or "Administrator") is
the Fund's administrator. State Street is located at 225 Franklin Street,
Boston, Massachusetts 02110. State Street generally assists the Company in all
aspects of its administration and operations including the maintenance of
financial records and fund accounting. As compensation for its services, State
Street is entitled to receive fees, based on the aggregate daily net assets of
the Fund and certain other investment portfolios that are advised by the
Advisor for which it provides services, computed daily and payable monthly at
the annual rate of 0.113% on the first $2.8 billion of net assets, plus
0.103% on the next $2.2 billion of net assets, plus 0.101% on the next $2.5
billion of net assets, plus 0.095% on the next $2.5 billion of net assets,
plus 0.080% on the next $2.5 billion of net assets, plus 0.070% on all net
assets in excess of $12.5 billion (with a $75,000 minimum fee per annum in
the aggregate for all portfolios with respect to the Administrator).
State Street has entered into a Sub-Administration Agreement with the
Distributor under which the Distributor provides certain administrative services
with respect to the Fund. State Street pays the Distributor a fee for these
services out of its own resources at no cost to the Fund.
State Street also serves as Sub-custodian to the Fund.
8
<PAGE>
ST. CLAIR FUNDS, INC.
SUPPLEMENT DATED DECEMBER 30, 1997
TO STATEMENT OF ADDITIONAL INFORMATION DATED NOVEMBER 15, 1996
LIQUIDITY PLUS MONEY MARKET FUND
CHANGE IN ADMINISTRATOR
State Street Bank and Trust Company ("State Street"), located at 225
Franklin Street, Boston, Massachusetts 02110, serves as Administrator for the
Company pursuant to an administration agreement (the "Administration
Agreement"). State Street has agreed to maintain office facilities for the
Company; provide accounting and bookkeeping services for the Fund, including
the computation of each Fund's net asset value, net income and realized capital
gains, if any; furnish statistical and research data, clerical services, and
stationery and office supplies; prepare and file various reports with the
appropriate regulatory agencies; and prepare various materials required by the
Securities and Exchange Commission or any state securities commission having
jurisdiction over the Company. State Street may enter into an agreement with
one or more third parties pursuant to which such third parties will provide
administrative services on behalf of the Fund.
9
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------------
(a) Financial Statements
Included in Part A:
Unaudited Financial Highlights for Munder Institutional S&P SmallCap
Index Equity Fund for the period from commencement of operations to
November 30, 1997 are filed herein.
Unaudited Financial Highlights for Liquidity Plus Money Market Fund
for the period from commencement of operations to September 30,1997
were previously filed in Post-Effective Amendment No. 25 to
Registrant's Registration Statement on Form N-1A with the Commission
on October 31, 1997 and are incorporated herein by reference.
Included in Part B:
The following unaudited Financial Statements for Munder S&P
Institutional SmallCap Index Equity Fund for the period from
commencement of operations to November 30, 1997 are filed herein:
Portfolio of Investments
Statements of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights, For a Share Outstanding Throughout
the Period
Notes to Financial Statements
The unaudited Financial Statements for Liquidity Plus Money Market
Fund for the period from commencement of operations to September
30,1997 were previously filed in Post-Effective Amendment No. 25 to
Registrant's Registration Statement on Form N-1A with the Commission
on October 31, 1997 and are incorporated herein by reference.
Portfolio of Investments
Statements of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights, For a Share Outstanding Throughout
the Period
Notes to Financial Statements
10
<PAGE>
(b) Exhibits:
(1)(a) Articles of Incorporation dated May 22, 1984 are incorporated herein
by reference to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
November 15, 1996.
(b) Articles Supplementary to Registrant's Articles of Incorporation are
incorporated herein by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on November 15, 1996.
(c) Articles of Amendment to Registrant's Articles of Incorporation are
incorporated herein by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on November 15, 1996.
(d) Articles Supplementary to Registrant's Articles of Incorporation are
incorporated herein by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on November 15, 1996.
(e) Certificate of Correction is incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration Statement
on Form N-1A filed with the Commission on November 15, 1996.
(f) Articles Supplementary to Registrant's Articles of Incorporation are
incorporated herein by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on November 15, 1996.
(g) Certificate of Correction is incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration Statement
on Form N-1A filed with the Commission on November 15, 1996.
(h) Articles of Amendment to Registrant's Articles of Incorporation are
incorporated herein by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on November 15, 1996.
(i) Articles Supplementary to Registrant's Articles of Incorporation are
incorporated herein by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on November 15, 1996.
(j) Articles Supplementary to Registrant's Articles of Incorporation are
incorporated herein by reference to Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on April 18, 1997.
(k) Articles Supplementary to Registrant's Articles of Incorporation are
incorporated herein by reference to Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on April 18, 1997 relating to Munder S&P 500 Index Equity
Fund, Munder S&P MidCap Index Equity Fund, Munder S&P SmallCap Index
Equity Fund, Munder Foreign Equity Fund and Munder Aggregate Bond
Index Fund.
11
<PAGE>
(l) Certificate of Correction relating to the Liquidity Plus Money Market
Fund is incorporated herein by reference to Post-Effective Amendment
No. 22 to Registrant's Registration Statement on Form N-1A filed with
the Commission on April 18, 1997.
(m) Articles Supplementary to Registrant's Articles of Incorporation
relating to Munder Institutional S&P 500 Index Equity Fund, Munder
Institutional S&P MidCap Index Equity Fund, Munder Institutional S&P
SmallCap Index Equity Fund, Munder Institutional Short Term Treasury
Fund and Munder Institutional Money Market Fund is incorporated by
reference to Post-Effective Amendment No. 24 to Registrant's
Registration Statement on Form N-1A filed with the Commission on July
23, 1997.
(2)(a) By-Laws as amended, restated and adopted by Registrant's Board of
Directors on March 2, 1990 are incorporated herein by reference to
Exhibit 2(a) of Post-Effective Amendment No. 9 to Registrant's
Registration Statement on Form N-1A, filed on November 29, 1990.
(3) Not Applicable.
(4) Not Applicable.
(5)(a) Form of Investment Advisory Agreement between Registrant and Munder
Capital Management with respect to the Liquidity Plus Money Market
Fund is incorporated herein by reference to Post-Effective Amendment
No. 20 to Registrant's Registration Statement on Form N-1A filed with
the Commission on November 15, 1996.
(b) Form of Investment Advisory Agreement between Registrant and Munder
Capital Management with respect to Munder S&P 500 Index Equity Fund,
Munder S&P MidCap Index Equity Fund, Munder S&P SmallCap Index Equity
Fund, Munder Foreign Equity Fund and Munder Aggregate Bond Index Fund
is incorporated herein by reference to Post-Effective Amendment No. 22
to Registrant's Registration Statement on Form N-1A filed with the
Commission on April 18, 1997.
(c) Form of Investment Advisory Agreement between Registrant and Munder
Capital Management with respect to Munder Institutional S&P 500 Index
Equity Fund, Munder Institutional S&P MidCap Index Equity Fund, Munder
Institutional S&P SmallCap Index Equity Fund, Munder Institutional
Short Term Treasury Fund and Munder Institutional Money Market Fund is
incorporated by reference to Post-Effective Amendment No. 24 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on July 23, 1997.
(6)(a) Form of Distribution Agreement between Registrant and Funds
Distributor Inc., with respect to the Liquidity Plus Money Market Fund
is incorporated herein by reference to Post-Effective Amendment No. 20
to Registrant's Registration Statement on Form N-1A filed with the
Commission on November 15, 1996.
12
<PAGE>
(b) Form of Distribution Agreement between Registrant and Longrow
Securities Inc., with respect to Munder S&P 500 Index Equity Fund,
Munder S&P MidCap Index Equity Fund, Munder S&P SmallCap Index Equity
Fund, Munder Foreign Equity Fund and Munder Aggregate Bond Index Fund
is incorporated herein by reference to Post-Effective Amendment No. 22
to Registrant's Registration Statement on Form N-1A filed with the
Commission on April 18, 1997.
(c) Form of Distribution Agreement between Registrant and Funds
Distributor, Inc. with respect to Munder Institutional S&P 500 Index
Equity Fund, Munder Institutional S&P MidCap Index Equity Fund, Munder
Institutional S&P SmallCap Index Equity Fund, Munder Institutional
Short Term Treasury Fund and Munder Institutional Money Market Fund is
incorporated by reference to Post-Effective Amendment No. 24 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on July 23, 1997.
(7) Not Applicable.
(8)(a) Form of Custody Agreement between Registrant and Comerica Bank with
respect to Liquidity Plus Money Market Fund, Munder S&P 500 Index
Equity Fund, Munder S&P MidCap Index Equity Fund, Munder S&P SmallCap
Index Equity Fund, Munder Foreign Equity Fund and Munder Aggregate
Bond Index Fund is incorporated herein by reference to Post-Effective
Amendment No. 22 to Registrant's Registration Statement on Form N-1A
filed with the Commission on April 18, 1997.
(b) Form of Amendment to Custody Agreement between Registrant and Comerica
Bank is incorporated by reference to Post-Effective Amendment No. 24
to Registrant's Registration Statement on Form N-1A filed with the
Commission on July 23, 1997.
(c) Form of Notice to Custody Agreement between Registrant and Comerica
Bank with respect to the addition of Munder Institutional S&P 500
Index Equity Fund, Munder Institutional S&P MidCap Index Equity Fund,
Munder Institutional S&P SmallCap Index Equity Fund, Munder
Institutional Short Term Treasury Fund and Munder Institutional Money
Market is incorporated by reference to Post-Effective Amendment No. 24
to Registrant's Registration Statement on Form N-1A filed with the
Commission on July 23, 1997.
(d) Form of Sub-Custodian Agreement among Registrant, Comerica Bank and
State Street Bank and Trust Company with respect to Munder S&P 500
Index Equity Fund, Munder S&P MidCap Index Equity Fund, Munder S&P
SmallCap Index Equity Fund, Munder Aggregate Bond Index Fund, Munder
Foreign Equity Fund, Liquidity Plus Money Market Fund, Munder
Institutional S&P 500 Index Equity Fund, Munder Institutional S&P
MidCap Index Equity Fund, Munder Institutional S&P SmallCap Index
Equity Fund, Munder Institutional Short Term Treasury Fund and Munder
Institutional Money Market Fund is filed herein.
(9)(a) Administration Agreement between Registrant and The Shareholder
Services Group, Inc. is incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration Statement
on Form N-1A filed with the Commission on November 15, 1996.
13
<PAGE>
(b) Form of Notice to Administration Agreement with respect to the
Liquidity Plus Money Market Fund is incorporated herein by reference
to Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A filed with the Commission on November 15, 1996.
(c) Form of Amended and Restated Administration Agreement between
Registrant and First Data Investor Services Group, Inc. with respect
to Liquidity Plus Money Market Fund, Munder S&P 500 Index Equity Fund,
Munder S&P MidCap Index Equity Fund, Munder S&P SmallCap Index Equity
Fund, Munder Foreign Equity Fund and Munder Aggregate Bond Index Fund
is incorporated herein by reference to Post-Effective Amendment No. 22
to Registrant's Registration Statement on Form N-1A filed with the
Commission on April 18, 1997.
(d) Form of Amendment to Amended and Restated Administration Agreement
between Registrant and First Data Investor Services Group, Inc., is
incorporated by reference to Post-Effective Amendment No. 24 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on July 23, 1997.
(e) Form of Notice to Administration Agreement between Registrant and
First Data Investor Services Group, Inc. with respect to the addition
of Munder Institutional S&P 500 Index Equity Fund, Munder
Institutional S&P MidCap Index Equity Fund, Munder Institutional S&P
SmallCap Index Equity Fund, Munder Institutional Short Term Treasury
Fund and Munder Institutional Money Market Fund is incorporated by
reference to Post-Effective Amendment No. 24 to Registrant's
Registration Statement on Form N-1A filed with the Commission on July
23, 1997.
(f) Form of Notice to Sub-Administration Agreement between Registrant and
FDI Distribution Services, Inc. with respect to the addition of Munder
Institutional S&P 500 Index Equity Fund, Munder Institutional S&P
MidCap Index Equity Fund, Munder Institutional S&P SmallCap Index
Equity Fund, Munder Institutional Short Term Treasury Fund and Munder
Institutional Money Market is incorporated by reference to
Post-Effective Amendment No. 24 to Registrant's Registration Statement
on Form N-1A filed with the Commission on July 23, 1997.
(g) Form of Administration Agreement between Registrant and State Street
Bank and Trust Company with respect to Munder S&P 500 Index Equity
Fund, Munder S&P MidCap Index Equity Fund, Munder S&P SmallCap Index
Equity Fund, Munder Aggregate Bond Index Fund, Munder Foreign Equity
Fund, Liquidity Plus Money Market Fund, Munder Institutional S&P 500
Index Equity Fund, Munder Institutional S&P MidCap Index Equity Fund,
Munder Institutional S&P SmallCap Index Equity Fund, Munder
Institutional Short Term Treasury Fund and Munder Institutional Money
Market Fund is filed herein.
(h) Form of Transfer Agency and Registrar Agreement between Registrant and
First Data Investor Services Group, Inc. with respect to Liquidity
Plus Money Market Fund, Munder S&P 500 Index Equity Fund, Munder S&P
MidCap Index Equity Fund, Munder S&P SmallCap Index Equity Fund,
Munder Foreign Equity Fund and Munder Aggregate Bond Index Fund is
incorporated herein by reference to Post-Effective Amendment No.
14
<PAGE>
22 to Registrant's Registration Statement on Form N-1A filed with the
Commission on April 18, 1997.
(i) Form of Amendment to Transfer Agency and Registrar Agreement between
Registrant and First Data Investor Services Group, Inc. is
incorporated by reference to Post-Effective Amendment No. 24 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on July 23, 1997.
(j) Form of Notice to Transfer Agency and Registrar Agreement with respect
to the addition of Munder Institutional S&P 500 Index Equity Fund,
Munder Institutional S&P MidCap Index Equity Fund, Munder
Institutional S&P SmallCap Index Equity Fund, Munder Institutional
Short Term Treasury Fund and Munder Institutional Money Market Fund is
incorporated by reference to Post-Effective Amendment No. 24 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on July 23, 1997.
(k) Form of Participation Agreement between Registrant, Zurich-Kemper and
Longrow Securities Inc., with respect to Munder S&P 500 Index Equity
Fund, Munder S&P MidCap Index Equity Fund, Munder S&P SmallCap Index
Equity Fund, Munder Foreign Equity Fund and Munder Aggregate Bond
Index Fund is incorporated herein by reference to Post-Effective
Amendment No. 22 to Registrant's Registration Statement on Form N-1A
filed with the Commission on April 18, 1997.
(l) Form of Shareholder Servicing Plan with respect to Munder S&P 500
Index Equity Fund, Munder S&P MidCap Index Equity Fund, Munder S&P
SmallCap Index Equity Fund, Munder Foreign Equity Fund and Munder
Aggregate Bond Index Fund is incorporated herein by reference to
Post-Effective Amendment No. 22 to Registrant's Registration Statement
on Form N-1A filed with the Commission on April 18, 1997.
(10)(a) Opinion and consent of counsel for Liquidity Plus Money Market Fund is
incorporated herein by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on November 15, 1996.
(b) Opinion and consent of counsel with respect to Munder S&P Index Equity
Fund, Munder S&P MidCap Index Equity Fund, Munder S&P SmallCap Index
Equity Fund, Munder Foreign Equity Fund and Munder Aggregate Bond
Index Fund is incorporated herein by reference to Post-Effective
Amendment No. 22 to Registrant's Registration Statement on Form N-1A
filed with the Commission on April 18, 1997.
(c) Opinion and consent of counsel with respect to Munder Institutional
S&P 500 Index Equity Fund, Munder Institutional S&P MidCap Index
Equity Fund, Munder Institutional S&P SmallCap Index Equity Fund,
Munder Institutional Short Term Treasury Fund and Munder Institutional
Money Market is incorporated by reference to Post-Effective Amendment
No. 24 to Registrant's Registration Statement on Form N-1A filed with
the Commission on July 23, 1997.
(11)(a) Powers of Attorney are incorporated herein by reference to
Post-Effective Amendment No. 22 to Registrant's Registration Statement
on Form N-1A filed with the Commission on April 18, 1997.
15
<PAGE>
(b) Certified Resolution of Board authorizing signature on behalf of
Registrant pursuant to power of attorney is incorporated herein by
reference to Post-Effective Amendment No. 23 to Registrant's
Registration Statement on Form N-1A filed with the Commission on May
9, 1997.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15) Form of Service and Distribution Plan of the Liquidity Plus Money
Market Fund is incorporated herein by reference to Post-Effective
Amendment No. 20 to Registrant's Registration Statement on Form N-1A
filed with the Commission on November 15, 1996.
(16)(a) Schedules for computation of annualized and effective yields of the
Liquidity Plus Money Market Fund is incorporated herein by reference
to Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A filed with the Commission on November 15, 1996.
(b) Schedules for computation of annualized and effective yields with
respect to Munder S&P 500 Index Equity Fund, Munder S&P MidCap Index
Equity Fund, Munder S&P SmallCap Index Equity Fund, Munder Foreign
Equity Fund and Munder Aggregate Bond Index Fund is incorporated
herein by reference to Post-Effective Amendment No. 21 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
February 3, 1997.
(c) Schedules for computation of total return and yield with respect to
Munder Institutional S&P 500 Index Equity Fund, Munder Institutional
S&P MidCap Index Equity Fund, Munder Institutional S&P SmallCap Index
Equity Fund, Munder Institutional Short Term Treasury Fund and Munder
Institutional Money Market Fund is incorporated by reference to
Post-Effective Amendment No. 24 to Registrant's Registration Statement
on Form N-1A filed with the Commission on July 23, 1997.
(17) Financial Data Schedule for Munder Institutional S&P SmallCap Index
Equity Fund is filed herein.
(18) Not Applicable.
Item 25. Persons Controlled by or under Common Control with Registrant.
--------------------------------------------------------------
Not Applicable.
16
<PAGE>
Item 26. Number of Holders of Securities
-------------------------------
As of November 30, 1997, the number of shareholders of record for the
Munder Institutional S&P 500 Index Equity Fund, Munder Institutional
S&P MidCap Index Equity Fund, Munder Institutional S&P SmallCap Index
Equity Fund, Munder Institutional Short Term Treasury Fund and Munder
Institutional Money Market Fund was 3, 1, 2, 1 and 1, respectively.
As of November 30, 1997, the number of shareholders of record for
Liquidity Plus Money Market Fund was 11,575.
As of November 30, 1997, there were no shareholders of record for
Munder S&P 500 Index Equity Fund, Munder S&P MidCap Index Equity Fund,
Munder S&P SmallCap Index Equity Fund, Munder Foreign Equity Fund and
Munder Aggregate Bond Index Fund.
Item 27. Indemnification
---------------
Article VII, Section 3 of the Registrant's Articles of Incorporation
("Section 3") provides that the Registrant, including its successors
and assigns, shall indemnify its directors and officers and make
advance payment of related expenses to the fullest extent permitted,
and in accordance with the procedures required, by the General Laws of
the State of Maryland and the Investment Company Act of 1940. Such
indemnification shall be in addition to any other right or claim to
which any director, officer, employee or agent may otherwise be
entitled. In addition, Article VI, Section 2 of the Registrant's
By-laws provides that any person who was or is a party or is
threatened to be made a party in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is a current or
former director or officer of the Corporation, is or was serving while
a director or officer of the Corporation at the request of the
Corporation as a director, officer, partner, trustee, employee, agent
or fiduciary of another corporation, partnership, joint venture,
trust, enterprise or employee benefit plan, shall be indemnified by
the Corporation against judgments, penalties, fines, excise taxes,
settlements and reasonable expenses (including attorney's fees)
actually incurred by such person in connection with such action, suit
or proceeding to the full extent permissible under General Laws of the
State of Maryland and the Investment Company Act of 1940, as such
statutes are now or hereafter in force, except that such indemnity
shall not protect any such person against any liability to the
Corporation or any stockholder thereof to which such person would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of his office.
17
<PAGE>
The indemnification provided by this Section 2 shall not be deemed
exclusive of any other right, in respect of indemnification or
otherwise, to which those seeking such indemnification may be entitled
under any issuance or other agreement, vote of shareholders or
disinterested directors or otherwise, both as to action by a director
or officer of the Corporation in his official capacity and as to
action by such person in another capacity while holding such office or
position, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers and controlling persons of the Registrant by the Registrant
pursuant to the Fund's Articles of Incorporation, its By-Laws or
otherwise, the Registrant is aware that in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Act and, therefore, is
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 directors, officers or controlling persons of the
Registrant in connection with the successful defense of any act, suit
or proceeding) is asserted by such directors, officers or controlling
persons in connection with shares 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 issues.
Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------
Munder Capital Management
POSITION
NAME WITH ADVISER
- ---- ------------
Old MCM, Inc. Partner
Munder Group LLC Partner
WAM Holdings, Inc. Partner
Woodbridge Capital Partner
Management, Inc.
Lee P. Munder President and Chief Executive Officer
Leonard J. Barr, II Senior Vice President and
Director of Research
18
<PAGE>
Terry H. Gardner Vice President and Chief
Financial Officer
Clark Durant Vice President and Co-Director
of The Private Management Group
Elyse G. Essick Vice President and Director of
Client Services
Sharon E. Fayolle Vice President and Director of
Money Market Trading
Otto G. Hinzmann Vice President and Director of
Equity Portfolio Management
Anne K. Kennedy Vice President and Director of
Corporate Bond Trading
Richard R. Mullaney Vice President and Director of
The Private Management Group
Ann F. Putallaz Vice President and Director
of Fiduciary Services
Peter G. Root Vice President and Director of
Government Securities Trading
Lisa A. Rosen General Counsel and Director
of Mutual Fund Operations
James C. Robinson Executive Vice President and Chief
Investment Officer/Fixed Income
Gerald L. Seizert Executive Vice President and Chief
Investment Officer/Equity
Paul D. Tobias Executive Vice President and
Chief Operating Officer
For further information relating to the Investment Adviser's officers, reference
is made to Form ADV filed under the Investment Advisers Act of 1940 by Munder
Capital Management. See File No. 801-32415.
19
<PAGE>
Item 29. Principal Underwriters.
-----------------------
(a) With respect to Liquidity Plus Money Market Fund, Munder Institutional
S&P 500 Index Equity Fund, Munder Institutional S&P MidCap Index
Equity Fund, Munder Institutional S&P SmallCap Index Equity Fund,
Munder Institutional Short Term Treasury Fund and Munder Institutional
Money Market Fund: Funds Distributor, Inc. ("FDI"), located at 60
State Street, Boston, Massachusetts 02109, is the principal
underwriter of the Funds. FDI is an indirectly wholly-owned
subsidiary of Boston Institutional Group, Inc. a holding company, all
of whose outstanding shares are owned by key employees. FDI is a
broker dealer registered under the Securities Exchange Act of 1934, as
amended. FDI acts as principal underwriter of the following
investment companies:
<TABLE>
<S> <C>
Harris Insight Funds Trust RCM Capital Funds, Inc.
The Munder Funds Trust Monetta Fund, Inc.
St. Clair Funds, Inc. Monetta Trust
The Munder Framlington Funds Trust Burridge Funds
BJB Investment Funds The JPM Series Trust
The PanAgora Institutional Funds The JPM Series Trust II
RCM Equity Funds, Inc. HT Insight Funds, Inc.
Waterhouse Investors Family of Funds, Inc. d/b/a Harris Insight Funds
The JPM Pierpont Funds The Brinson Funds
The JPM Institutional Funds WEBS Index Fund, Inc.
The Skyline Funds The Montgomery Funds
Orbitex Group of Funds The Montgomery Funds II
The Munder Funds, Inc.
</TABLE>
(b) The following is a list of the executive officers, directors and
partners of Funds Distributor, Inc.
<TABLE>
<S> <C>
Director, President and Chief Executive Officer -Marie E. Connolly
Executive Vice President -Richard W. Ingram
Executive Vice President -Donald R. Robertson
Senior Vice President -Michael S. Petrucelli
Director, Senior Vice President, Treasurer and
Chief Financial Officer -Joseph F. Tower, III
Senior Vice President -Paula R. David
Senior Vice President -Bernard A. Whalen
Director -William J. Nutt
Senior Vice President -Bayard Closser
Executive Vice President -William Nichols
</TABLE>
(c) Not Applicable.
20
<PAGE>
Item 30. Location of Accounts and Records
--------------------------------
The account books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of
1940 and the Rules thereunder will be maintained at the offices of:
(1) Munder Capital Management, 480 Pierce Street or 255 East Brown
Street, Birmingham, Michigan 48009 (records relating to its
function as investment advisor)
(2) First Data Investor Services Group, Inc., 53 State Street,
Exchange Place, Boston, Massachusetts 02109 or 4400 Computer
Drive, Westborough, Massachusetts 01581 (records relating to its
functions transfer agent)
(3) State Street Bank and Trust Company, 150 Newport Avenue, North
Quincy, Massachusetts 02171 (records relating to its function as
administrator and subcustodian)
(4) Funds Distributor, Inc., 60 State Street, Boston, Massachusetts
02109 (records relating to its function as distributor).
(5) Comerica Bank, 1 Detroit Center, 500 Woodward Avenue, Detroit,
Michigan 48226 (records relating to its function as custodian)
(6) Dechert Price & Rhoads, 1500 K Street, N.W., Washington,
D.C. 20005 (records relating to its function as fund counsel)
Item 31. Management Services
-------------------
None.
Item 32. Undertakings
------------
(a) Not Applicable.
(b) Not Applicable.
(c) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered a copy of the Registrant's most recent annual
report to shareholders, upon request without charge.
(d) Registrant hereby undertakes to call a meeting of its shareholders for
the purpose of voting upon the question of removal of a director or
directors of Registrant when requested in writing to do so by the
holders of at least 10% of Registrant's outstanding shares.
21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant certifies that
this Post-Effective Amendment No. 26 meets the requirements for effectiveness
pursuant to Rule 485(b) of the Securities Act of 1933, as amended, and the
Registrant has duly caused this Post-Effective Amendment No. 26 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Town of
Cohasset and The Commonwealth of Massachusetts, on the 30th day of December,
1997.
ST. CLAIR FUNDS, INC.
By: *
--------------------
Lee P. Munder
* By: /s/ Lisa A. Rosen
--------------------
Lisa A. Rosen
as Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
SIGNATURES TITLE DATE
- ---------- ----- ----
* President and Chief December 30, 1997
--------------------- Executive Officer
Lee P. Munder
* Director December 30, 1997
---------------------
Charles W. Elliott
* Director December 30, 1997
---------------------
Joseph E. Champagne
* Director December 30, 1997
---------------------
Arthur DeRoy Rodecker
* Director December 30, 1997
---------------------
Jack L. Otto
* Director December 30, 1997
---------------------
Thomas B. Bender
* Director December 30, 1997
---------------------
Thomas D. Eckert
22
<PAGE>
* Director December 30, 1997
---------------------
John Rakolta, Jr.
* Director December 30, 1997
---------------------
David J. Brophy
* Vice President, December 30, 1997
--------------------- Treasurer and
Terry H. Gardner Chief Financial Officer
*By: /s/ Lisa A. Rosen
-------------------
Lisa A. Rosen
as Attorney-in-Fact
23
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
8(d) Form of Sub-Custodian Agreement among Registrant,
Comerica Bank and State Street Bank and Trust
Company
9(g) Form of Administration Agreement between Registrant
and State Street Bank and Trust Company
17 Financial Data Schedule for Munder Institutional S&P
SmallCap Equity Index Fund
24
<PAGE>
SUB-CUSTODIAN CONTRACT
Among
ST. CLAIR FUNDS, INC.,
COMERICA BANK
and
STATE STREET BANK AND TRUST COMPANY
Global/Series/Corp.
<PAGE>
TABLE OF CONTENTS
PAGE
1. Employment of Sub-Custodian and Property to be Held By
It . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Duties of the Sub-Custodian with Respect to Property
of the Fund Held by the Sub-Custodian in the United States . . . . . . 2
2.1 Holding Securities. . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Delivery of Securities. . . . . . . . . . . . . . . . . . . . . . 2
2.3 Registration of Securities. . . . . . . . . . . . . . . . . . . . 4
2.4 Bank Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.5 Availability of Federal Funds . . . . . . . . . . . . . . . . . . 5
2.6 Collection of Income. . . . . . . . . . . . . . . . . . . . . . . 5
2.7 Payment of Fund Monies. . . . . . . . . . . . . . . . . . . . . . 5
2.8 Liability for Payment in Advance of Receipt of
Securities Purchased. . . . . . . . . . . . . . . . . . . . . . . 6
2.9 Appointment of Agents . . . . . . . . . . . . . . . . . . . . . . 7
2.10 Deposit of Fund Assets in U.S. Securities System. . . . . . . . . 7
2.11 Fund Assets Held in the Sub-Custodian's Direct
Paper System. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.12 Segregated Account. . . . . . . . . . . . . . . . . . . . . . . . 9
2.13 Ownership Certificates for Tax Purposes . . . . . . . . . . . . . 9
2.14 Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.15 Communications Relating to Portfolio
Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3. Duties of the Sub-Custodian with Respect to Property of
the Fund Held Outside of the United States . . . . . . . . . . . . . . 10
3.1 Appointment of Foreign Sub-Sub-Custodians . . . . . . . . . . . . 10
3.2 Assets to be Held . . . . . . . . . . . . . . . . . . . . . . . . 10
3.3 Foreign Securities Systems. . . . . . . . . . . . . . . . . . . . 10
3.4 Holding Securities. . . . . . . . . . . . . . . . . . . . . . . . 11
3.5 Agreements with Foreign Banking Institutions. . . . . . . . . . . 11
3.6 Access of Independent Accountants of the Fund . . . . . . . . . . 11
3.7 Reports by Sub-Sub-Custodian. . . . . . . . . . . . . . . . . . . 11
3.8 Transactions in Foreign Custody Account . . . . . . . . . . . . . 11
3.9 Liability of Foreign Sub-Sub-Custodians . . . . . . . . . . . . . 12
3.10 Liability of Sub-Custodian. . . . . . . . . . . . . . . . . . . . 12
3.11 Reimbursement for Advances. . . . . . . . . . . . . . . . . . . . 12
3.12 Monitoring Responsibilities . . . . . . . . . . . . . . . . . . . 13
3.13 Branches of U.S. Banks. . . . . . . . . . . . . . . . . . . . . . 13
3.14 Tax Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
<PAGE>
4. Payments for Sales or Repurchases or Redemptions
of Shares of the Fund. . . . . . . . . . . . . . . . . . . . . . . . . 13
5. Proper Instructions. . . . . . . . . . . . . . . . . . . . . . . . . . 14
6. Actions Permitted Without Express Authority. . . . . . . . . . . . . . 14
7. Evidence of Authority. . . . . . . . . . . . . . . . . . . . . . . . . 15
8. Duties of Sub-Custodian With Respect to the Books of Account
and Calculation of Net Asset Value and Net Income. . . . . . . . . . . 15
9. Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
10. Opinion of Fund's Independent Accountants. . . . . . . . . . . . . . . 15
11. Reports to Fund by Independent Public Accountants. . . . . . . . . . . 16
12. Compensation of Sub-Custodian. . . . . . . . . . . . . . . . . . . . . 16
13. Responsibility of Sub-Custodian. . . . . . . . . . . . . . . . . . . . 16
14. Effective Period, Termination and Amendment. . . . . . . . . . . . . . 18
15. Successor Sub-Custodian. . . . . . . . . . . . . . . . . . . . . . . . 18
16. Interpretive and Additional Provisions . . . . . . . . . . . . . . . . 19
17. Additional Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
18. Massachusetts Law to Apply . . . . . . . . . . . . . . . . . . . . . . 19
19. Prior Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
20. Reproduction of Documents. . . . . . . . . . . . . . . . . . . . . . . 20
21. Shareholder Communications Election. . . . . . . . . . . . . . . . . . 20
22. Use of Fund's Name . . . . . . . . . . . . . . . . . . . . . . . . . . 20
<PAGE>
SUB-CUSTODIAN CONTRACT
This Contract among St. Clair Funds, Inc., a corporation organized and
existing under the laws of Maryland, having its principal place of business at
480 Pierce Street, Birmingham, Michigan 48009, hereinafter called the "Fund",
Comerica Bank, a Michigan banking corporation having a principal place of
business at 411 West Lafayette, Detroit, Michigan 48226, hereinafter called the
"Custodian" and State Street Bank and Trust Company, a Massachusetts trust
company, having its principal place of business at 225 Franklin Street, Boston,
Massachusetts, 02110, hereinafter called the "Sub-Custodian",
WITNESSETH:
WHEREAS, the Fund has appointed the Custodian as custodian of its assets;
WHEREAS, the Custodian and the Fund desire to appoint the Sub-Custodian to
act as sub-custodian of the assets of the Fund;
WHEREAS, the Fund is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets; and
WHEREAS, the Fund currently offers shares in eleven series, Munder S&P 500
Index Equity Fund, Munder S&P MidCap Index Equity Fund, Munder S&P SmallCap
Index Equity Fund, Munder Aggregate Bond Index Fund, Munder Foreign Equity Fund,
Liquidity Plus Money Market Fund, Munder Institutional S&P 500 Index Equity
Fund, Munder Institutional S&P MidCap Index Equity Fund, Munder Institutional
S&P SmallCap Index Equity Fund, Munder Institutional Short Term Treasury Fund
and Munder Institutional Money Market Fund (such series together with all other
series subsequently established by the Fund and made subject to this Contract in
accordance with paragraph 17, being herein referred to as the "Portfolio(s)");
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. EMPLOYMENT OF SUB-CUSTODIAN AND PROPERTY TO BE HELD BY IT
The Custodian and the Fund hereby employ the Sub-Custodian as the
Sub-Custodian of the assets of the Portfolios of the Fund, including securities
which the Fund, on behalf of the applicable Portfolio desires to be held in
places within the United States ("domestic securities") and securities it
desires to be held outside the United States ("foreign securities") pursuant to
the provisions of the Articles of Incorporation. The Fund on behalf of the
Portfolio(s) agrees to deliver to the Sub-Custodian all securities and cash of
the Portfolios, and all payments of income, payments of principal or capital
distributions received by it with respect to all securities owned by the
Portfolio(s) from time to time, and the cash consideration received by it for
such new or treasury shares of capital stock of the Fund representing interests
in the Portfolios, ("Shares") as may be
<PAGE>
issued or sold from time to time. The Sub-Custodian shall not be responsible for
any property of a Portfolio held or received by the Portfolio and not delivered
to the Sub-Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Article 5),
the Sub-Custodian shall on behalf of the applicable Portfolio(s) from time to
time employ one or more sub-sub-custodians, located in the United States but
only in accordance with an applicable vote by the Board of Directors of the Fund
on behalf of the applicable Portfolio(s), and provided that the Sub-Custodian
shall have no more or less responsibility or liability to the Fund on account of
any actions or omissions of any sub-sub-custodian so employed than any such
sub-sub-custodian has to the Sub-Custodian. The Sub-Custodian may employ as
sub-sub-custodian for the Fund's foreign securities on behalf of the applicable
Portfolio(s) the foreign banking institutions and foreign securities
depositories designated in Schedule A hereto but only in accordance with the
provisions of Article 3.
2. DUTIES OF THE SUB-CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY
THE SUB-CUSTODIAN IN THE UNITED STATES
2.1 HOLDING SECURITIES. The Sub-Custodian shall hold and physically segregate
for the account of each Portfolio all non-cash property, to be held by it in the
United States including all domestic securities owned by such Portfolio, other
than (a) securities which are maintained pursuant to Section 2.10 in a clearing
agency which acts as a securities depository or in a book-entry system
authorized by the U.S. Department of the Treasury (each, a U.S. Securities
System") and (b) commercial paper of an issuer for which State Street Bank and
Trust Company acts as issuing and paying agent ("Direct Paper") which is
deposited and/or maintained in the Direct Paper System of the Sub-Custodian (the
"Direct Paper System") pursuant to Section 2.11.
2.2 DELIVERY OF SECURITIES. The Sub-Custodian shall release and deliver
domestic securities owned by a Portfolio held by the Sub-Custodian or in a U.S.
Securities System account of the Sub-Custodian or in the Sub-Custodian's Direct
Paper book entry system account ("Direct Paper System Account") only upon
receipt of Proper Instructions from the Fund on behalf of the applicable
Portfolio, which may be continuing instructions when deemed appropriate by the
parties, and only in the following cases:
1) Upon sale of such securities for the account of the Portfolio and
receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Portfolio;
3) In the case of a sale effected through a U.S. Securities System, in
accordance with the provisions of Section 2.10 hereof;
4) To the depository agent in connection with tender or other similar
offers for securities of the Portfolio;
2
<PAGE>
5) To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that, in any
such case, the cash or other consideration is to be delivered to the
Sub-Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of the
Portfolio or into the name of any nominee or nominees of the
Sub-Custodian or into the name or nominee name of any agent appointed
pursuant to Section 2.9 or into the name or nominee name of any
sub-sub-custodian appointed pursuant to Article 1; or for exchange for
a different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units;
PROVIDED that, in any such case, the new securities are to be
delivered to the Sub-Custodian;
7) Upon the sale of such securities for the account of the Portfolio, to
the broker or its clearing agent, against a receipt, for examination
in accordance with "street delivery" custom; provided that in any such
case, the Sub-Custodian shall have no responsibility or liability for
any loss arising from the delivery of such securities prior to
receiving payment for such securities except as may arise from the
Sub-Custodian's own negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions
for conversion contained in such securities, or pursuant to any
deposit agreement; provided that, in any such case, the new securities
and cash, if any, are to be delivered to the Sub-Custodian;
9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar securities
or the surrender of interim receipts or temporary securities for
definitive securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Sub-Custodian;
10) For delivery in connection with any loans of securities made by the
Portfolio, BUT ONLY against receipt of adequate collateral as agreed
upon from time to time by the Sub-Custodian and the Fund on behalf of
the Portfolio, which may be in the form of cash or obligations issued
by the United States government, its agencies or instrumentalities,
except that in connection with any loans for which collateral is to be
credited to the Sub-Custodian's account in the book-entry system
authorized by the U.S. Department of the Treasury, the Sub-Custodian
will not be held liable or responsible for the delivery of securities
owned by the Portfolio prior to the receipt of such collateral;
11) For delivery as security in connection with any borrowings by the Fund
on behalf of the Portfolio requiring a pledge of assets by the Fund on
behalf of the Portfolio, BUT ONLY against receipt of amounts borrowed;
3
<PAGE>
12) For delivery in accordance with the provisions of any agreement among
the Fund on behalf of the Portfolio, the Sub-Custodian and a
broker-dealer registered under the Securities Exchange Act of 1934
(the "Exchange Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to compliance with the
rules of The Options Clearing Corporation and of any registered
national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection
with transactions by the Portfolio of the Fund;
13) For delivery in accordance with the provisions of any agreement among
the Fund on behalf of the Portfolio, the Sub-Custodian, and a Futures
Commission Merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures Trading
Commission and/or any Contract Market, or any similar organization or
organizations, regarding account deposits in connection with
transactions by the Portfolio of the Fund;
14) Upon receipt of instructions from the transfer agent ("Transfer
Agent") for the Fund, for delivery to such Transfer Agent or to the
holders of shares in connection with distributions in kind, as may be
described from time to time in the currently effective prospectus and
statement of additional information of the Fund, related to the
Portfolio ("Prospectus"), in satisfaction of requests by holders of
Shares for repurchase or redemption; and
15) For any other proper corporate purpose, BUT ONLY upon receipt of, in
addition to Proper Instructions from the Fund on behalf of the
applicable Portfolio, a certified copy of a resolution of the Board of
Directors or of the Executive Committee signed by an officer of the
Fund and certified by the Secretary or an Assistant Secretary,
specifying the securities of the Portfolio to be delivered, setting
forth the purpose for which such delivery is to be made, declaring
such purpose to be a proper corporate purpose, and naming the person
or persons to whom delivery of such securities shall be made.
2.3 REGISTRATION OF SECURITIES. Domestic securities held by the Sub-Custodian
(other than bearer securities) shall be registered in the name of the
Portfolio or in the name of any nominee of the Fund on behalf of the
Portfolio or of any nominee of the Sub-Custodian which nominee shall be
assigned exclusively to the Portfolio, UNLESS the Fund has authorized in
writing the appointment of a nominee to be used in common with other
registered investment companies having the same investment adviser as the
Portfolio, or in the name or nominee name of any agent appointed pursuant
to Section 2.9 or in the name or nominee name of any sub-sub-custodian
appointed pursuant to Article 1. All securities accepted by the
Sub-Custodian on behalf of the Portfolio under the terms of this Contract
shall be in "street name" or other good delivery form. If, however, the
Fund directs the Sub-Custodian to maintain securities in "street name", the
Sub-Custodian shall utilize its best efforts only to timely collect income
due the Fund on such securities and to notify the
4
<PAGE>
Fund on a best efforts basis only of relevant corporate actions including,
without limitation, pendency of calls, maturities, tender or exchange
offers.
2.4 BANK ACCOUNTS. The Sub-Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of each Portfolio of
the Fund, subject only to draft or order by the Sub-Custodian acting
pursuant to the terms of this Contract, and shall hold in such account or
accounts, subject to the provisions hereof, all cash received by it from or
for the account of the Portfolio, other than cash maintained by the
Portfolio in a bank account established and used in accordance with Rule
17f-3 under the Investment Company Act of 1940. Funds held by the
Sub-Custodian for a Portfolio may be deposited by it to its credit as
Sub-Custodian in the Banking Department of the Sub-Custodian or in such
other banks or trust companies as it may in its discretion deem necessary
or desirable; PROVIDED, however, that every such bank or trust company
shall be qualified to act as a Sub-Custodian under the Investment Company
Act of 1940 and that each such bank or trust company and the funds to be
deposited with each such bank or trust company shall on behalf of each
applicable Portfolio be approved by vote of a majority of the Board of
Directors of the Fund. Such funds shall be deposited by the Sub-Custodian
in its capacity as Sub-Custodian and shall be withdrawable by the
Sub-Custodian only in that capacity.
2.5 AVAILABILITY OF FEDERAL FUNDS. Upon mutual agreement between the Fund on
behalf of each applicable Portfolio and the Sub-Custodian, the
Sub-Custodian shall, upon the receipt of Proper Instructions from the Fund
on behalf of a Portfolio, make federal funds available to such Portfolio as
of specified times agreed upon from time to time by the Fund and the
Sub-Custodian in the amount of checks received in payment for Shares of
such Portfolio which are deposited into the Portfolio's account.
2.6 COLLECTION OF INCOME. Subject to the provisions of Section 2.3, the
Sub-Custodian shall collect on a timely basis all income and other payments
with respect to registered domestic securities held hereunder to which each
Portfolio shall be entitled either by law or pursuant to custom in the
securities business, and shall collect on a timely basis all income and
other payments with respect to bearer domestic securities if, on the date
of payment by the issuer, such securities are held by the Sub-Custodian or
its agent thereof and shall credit such income, as collected, to such
Portfolio's Sub-Custodian account. Without limiting the generality of the
foregoing, the Sub-Custodian shall detach and present for payment all
coupons and other income items requiring presentation as and when they
become due and shall collect interest when due on securities held
hereunder. Income due each Portfolio on securities loaned pursuant to the
provisions of Section 2.2 (10) shall be the responsibility of the Fund.
The Sub-Custodian will have no duty or responsibility in connection
therewith, other than to provide the Fund with such information or data as
may be necessary to assist the Fund in arranging for the timely delivery to
the Sub-Custodian of the income to which the Portfolio is properly
entitled.
2.7 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions from the Fund
on behalf of the applicable Portfolio, which may be continuing instructions
when deemed appropriate by
5
<PAGE>
the parties, the Sub-Custodian shall pay out monies of a Portfolio in the
following cases only:
1) Upon the purchase of domestic securities, options, futures contracts
or options on futures contracts for the account of the Portfolio but
only (a) against the delivery of such securities or evidence of title
to such options, futures contracts or options on futures contracts to
the Sub-Custodian (or any bank, banking firm or trust company doing
business in the United States or abroad which is qualified under the
Investment Company Act of 1940, as amended, to act as a Sub-Custodian
and has been designated by the Sub-Custodian as its agent for this
purpose) registered in the name of the Portfolio or in the name of a
nominee of the Sub-Custodian referred to in Section 2.3 hereof or in
proper form for transfer; (b) in the case of a purchase effected
through a U.S. Securities System, in accordance with the conditions
set forth in Section 2.10 hereof; (c) in the case of a purchase
involving the Direct Paper System, in accordance with the conditions
set forth in Section 2.11; (d) in the case of repurchase agreements
entered into between the Fund on behalf of the Portfolio and the
Sub-Custodian, or another bank, or a broker-dealer which is a member
of NASD, (i) against delivery of the securities either in certificate
form or through an entry crediting the Sub-Custodian's account at the
Federal Reserve Bank with such securities or (ii) against delivery of
the receipt evidencing purchase by the Portfolio of securities owned
by the Sub-Custodian along with written evidence of the agreement by
the Sub-Custodian to repurchase such securities from the Portfolio or
(e) for transfer to a time deposit account of the Fund in any bank,
whether domestic or foreign; such transfer may be effected prior to
receipt of a confirmation from a broker and/or the applicable bank
pursuant to Proper Instructions from the Fund as defined in Article 5;
2) In connection with conversion, exchange or surrender of securities
owned by the Portfolio as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued by the Portfolio as
set forth in Article 4 hereof;
4) For the payment of any expense or liability incurred by the Portfolio,
including but not limited to the following payments for the account of
the Portfolio: interest, taxes, management, accounting, transfer
agent and legal fees, and operating expenses of the Fund whether or
not such expenses are to be in whole or part capitalized or treated as
deferred expenses;
5) For the payment of any dividends on Shares of the Portfolio declared
pursuant to the governing documents of the Fund;
6) For payment of the amount of dividends received in respect of
securities sold short;
6
<PAGE>
7) For any other proper purpose, BUT ONLY upon receipt of, in addition to
Proper Instructions from the Fund on behalf of the Portfolio, a
certified copy of a resolution of the Board of Directors or of the
Executive Committee of the Fund signed by an officer of the Fund and
certified by its Secretary or an Assistant Secretary, specifying the
amount of such payment, setting forth the purpose for which such
payment is to be made, declaring such purpose to be a proper purpose,
and naming the person or persons to whom such payment is to be made.
2.8 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED.
Except as specifically stated otherwise in this Contract, in any and every
case where payment for purchase of domestic securities for the account of a
Portfolio is made by the Sub-Custodian in advance of receipt of the
securities purchased in the absence of specific written instructions from
the Fund on behalf of such Portfolio to so pay in advance, the
Sub-Custodian shall be absolutely liable to the Fund for such securities to
the same extent as if the securities had been received by the
Sub-Custodian.
2.9 APPOINTMENT OF AGENTS. The Sub-Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act of 1940,
as amended, to act as a Sub-Custodian, as its agent to carry out such of
the provisions of this Article 2 as the Sub-Custodian may from time to time
direct; PROVIDED, however, that the appointment of any agent shall not
relieve the Sub-Custodian of its responsibilities or liabilities hereunder.
2.10 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. The Sub-Custodian may
deposit and/or maintain securities owned by a Portfolio in a clearing
agency registered with the Securities and Exchange Commission under Section
17A of the Securities Exchange Act of 1934, which acts as a securities
depository, or in the book-entry system authorized by the U.S. Department
of the Treasury and certain federal agencies, collectively referred to
herein as "U.S. Securities System" in accordance with applicable Federal
Reserve Board and Securities and Exchange Commission rules and regulations,
if any, and subject to the following provisions:
1) The Sub-Custodian may keep securities of the Portfolio in a U.S.
Securities System provided that such securities are represented in an
account ("Account") of the Sub-Custodian in the U.S. Securities System
which shall not include any assets of the Sub-Custodian other than
assets held as a fiduciary, Custodian or otherwise for customers;
2) The records of the Sub-Custodian with respect to securities of the
Portfolio which are maintained in a U.S. Securities System shall
identify by book-entry those securities belonging to the Portfolio;
3) The Sub-Custodian shall pay for securities purchased for the account
of the Portfolio upon (i) receipt of advice from the U.S. Securities
System that such securities have been transferred to the Account, and
(ii) the making of an entry on
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the records of the Sub-Custodian to reflect such payment and transfer
for the account of the Portfolio. The Sub-Custodian shall transfer
securities sold for the account of the Portfolio upon (i) receipt of
advice from the U.S. Securities System that payment for such
securities has been transferred to the Account, and (ii) the making of
an entry on the records of the Sub-Custodian to reflect such transfer
and payment for the account of the Portfolio. Copies of all advices
from the U.S. Securities System of transfers of securities for the
account of the Portfolio shall identify the Portfolio, be maintained
for the Portfolio by the Sub-Custodian and be provided to the Fund at
its request. Upon request, the Sub-Custodian shall furnish the Fund
on behalf of the Portfolio confirmation of each transfer to or from
the account of the Portfolio in the form of a written advice or notice
and shall furnish to the Fund on behalf of the Portfolio copies of
daily transaction sheets reflecting each day's transactions in the
U.S. Securities System for the account of the Portfolio;
4) The Sub-Custodian shall provide the Fund for the Portfolio with any
report obtained by the Sub-Custodian on the U.S. Securities System's
accounting system, internal accounting control and procedures for
safeguarding securities deposited in the U.S. Securities System;
5) The Sub-Custodian shall have received from the Fund on behalf of the
Portfolio the initial or annual certificate, as the case may be,
required by Article 14 hereof;
6) Anything to the contrary in this Contract notwithstanding, the
Sub-Custodian shall be liable to the Fund for the benefit of the
Portfolio for any loss or damage to the Portfolio resulting from use
of the U.S. Securities System by reason of any negligence, misfeasance
or misconduct of the Sub-Custodian or any of its agents or of any of
its or their employees or from failure of the Sub-Custodian or any
such agent to enforce effectively such rights as it may have against
the U.S. Securities System; at the election of the Fund, it shall be
entitled to be subrogated to the rights of the Sub-Custodian with
respect to any claim against the U.S. Securities System or any other
person which the Sub-Custodian may have as a consequence of any such
loss or damage if and to the extent that the Portfolio has not been
made whole for any such loss or damage.
2.11 FUND ASSETS HELD IN THE SUB-CUSTODIAN'S DIRECT PAPER SYSTEM. The
Sub-Custodian may deposit and/or maintain securities owned by a Portfolio
in the Direct Paper System of the Sub-Custodian subject to the following
provisions:
1) No transaction relating to securities in the Direct Paper System will
be effected in the absence of Proper Instructions from the Fund on
behalf of the Portfolio;
2) The Sub-Custodian may keep securities of the Portfolio in the Direct
Paper System only if such securities are represented in an account
("Account") of the Sub-Custodian in the Direct Paper System which
shall not include any assets of the Sub-
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Custodian other than assets held as a fiduciary, Custodian or
otherwise for customers;
3) The records of the Sub-Custodian with respect to securities of the
Portfolio which are maintained in the Direct Paper System shall
identify by book-entry those securities belonging to the Portfolio;
4) The Sub-Custodian shall pay for securities purchased for the account
of the Portfolio upon the making of an entry on the records of the
Sub-Custodian to reflect such payment and transfer of securities to
the account of the Portfolio. The Sub-Custodian shall transfer
securities sold for the account of the Portfolio upon the making of an
entry on the records of the Sub-Custodian to reflect such transfer and
receipt of payment for the account of the Portfolio;
5) The Sub-Custodian shall furnish the Fund on behalf of the Portfolio
confirmation of each transfer to or from the account of the Portfolio,
in the form of a written advice or notice, of Direct Paper on the next
business day following such transfer and shall furnish to the Fund on
behalf of the Portfolio copies of daily transaction sheets reflecting
each day's transaction in the U.S. Securities System for the account
of the Portfolio;
6) The Sub-Custodian shall provide the Fund on behalf of the Portfolio
with any report on its system of internal accounting control as the
Fund may reasonably request from time to time.
2.12 SEGREGATED ACCOUNT. The Sub-Custodian shall upon receipt of Proper
Instructions from the Fund on behalf of each applicable Portfolio establish
and maintain a segregated account or accounts for and on behalf of each
such Portfolio, into which account or accounts may be transferred cash
and/or securities, including securities maintained in an account by the
Sub-Custodian pursuant to Section 2.10 hereof, (i) in accordance with the
provisions of any agreement among the Fund on behalf of the Portfolio, the
Sub-Custodian and a broker-dealer registered under the Exchange Act and a
member of the NASD (or any futures commission merchant registered under the
Commodity Exchange Act), relating to compliance with the rules of The
Options Clearing Corporation and of any registered national securities
exchange (or the Commodity Futures Trading Commission or any registered
contract market), or of any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions by
the Portfolio, (ii) for purposes of segregating cash or government
securities in connection with options purchased, sold or written by the
Portfolio or commodity futures contracts or options thereon purchased or
sold by the Portfolio, (iii) for the purposes of compliance by the
Portfolio with the procedures required by Investment Company Act Release
No. 10666, or any subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of segregated accounts by
registered investment companies and (iv) for other proper corporate
purposes, BUT ONLY, in the case of clause (iv), upon receipt of, in
addition to Proper Instructions from the Fund on behalf of the applicable
Portfolio, a
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certified copy of a resolution of the Board of Directors or of the
Executive Committee signed by an officer of the Fund and certified by the
Secretary or an Assistant Secretary, setting forth the purpose or purposes
of such segregated account and declaring such purposes to be proper
corporate purposes.
2.13 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Sub-Custodian shall execute
ownership and other certificates and affidavits for all federal and state
tax purposes in connection with receipt of income or other payments with
respect to domestic securities of each Portfolio held by it and in
connection with transfers of securities.
2.14 PROXIES. The Sub-Custodian shall, with respect to the domestic securities
held hereunder, cause to be promptly executed by the registered holder of
such securities, if the securities are registered otherwise than in the
name of the Portfolio or a nominee of the Portfolio, all proxies, without
indication of the manner in which such proxies are to be voted, and shall
promptly deliver to the Portfolio such proxies, all proxy soliciting
materials and all notices relating to such securities.
2.15 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Subject to the provisions
of Section 2.3, the Sub-Custodian shall transmit promptly to the Fund for
each Portfolio all written information (including, without limitation,
pendency of calls and maturities of domestic securities and expirations of
rights in connection therewith and notices of exercise of call and put
options written by the Fund on behalf of the Portfolio and the maturity of
futures contracts purchased or sold by the Portfolio) received by the
Sub-Custodian from issuers of the securities being held for the Portfolio.
With respect to tender or exchange offers, the Sub-Custodian shall transmit
promptly to the Portfolio all written information received by the
Sub-Custodian from issuers of the securities whose tender or exchange is
sought and from the party (or his agents) making the tender or exchange
offer. If the Portfolio desires to take action with respect to any tender
offer, exchange offer or any other similar transaction, the Portfolio shall
notify the Sub-Custodian at least three business days prior to the date on
which the Sub-Custodian is to take such action.
3. DUTIES OF THE SUB-CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD
OUTSIDE OF THE UNITED STATES
3.1 APPOINTMENT OF FOREIGN SUB-SUB-CUSTODIANS. The Fund hereby authorizes and
instructs the Sub-Custodian to employ as sub-sub-custodians for the
Portfolio's securities and other assets maintained outside the United
States the foreign banking institutions and foreign securities depositories
designated on Schedule A hereto ("foreign sub-sub-custodians"). Upon
receipt of "Proper Instructions", as defined in Section 5 of this Contract,
together with a certified resolution of the Fund's Board of Directors, the
Sub-Custodian and the Fund may agree to amend Schedule A hereto from time
to time to designate additional foreign banking institutions and foreign
securities depositories to act as sub-sub-custodian. Upon receipt of
Proper Instructions, the Fund may instruct the Sub-Custodian to cease the
employment of any one or more such sub-sub-custodians for maintaining
custody of the Portfolio's assets.
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3.2 ASSETS TO BE HELD. The Sub-Custodian shall limit the securities and other
assets maintained in the custody of the foreign sub-Sub-Custodians to: (a)
"foreign securities", as defined in paragraph (c)(1) of Rule 17f-5 under
the Investment Company Act of 1940, and (b) cash and cash equivalents in
such amounts as the Sub-Custodian or the Fund may determine to be
reasonably necessary to effect the Portfolio's foreign securities
transactions. The Sub-Custodian shall identify on its books as belonging
to the Fund, the foreign securities of the Fund held by each foreign
sub-sub-custodian.
3.3 FOREIGN SECURITIES SYSTEMS. Except as may otherwise be agreed upon in
writing by the Sub-Custodian and the Fund, assets of the Portfolios shall
be maintained in a clearing agency which acts as a securities depository or
in a book-entry system for the central handling of securities located
outside the United States (each a "Foreign Securities System") only through
arrangements implemented by the foreign banking institutions serving as
sub-sub-custodians pursuant to the terms hereof (Foreign Securities Systems
and U.S. Securities Systems are collectively referred to herein as the
"Securities Systems"). Where possible, such arrangements shall include
entry into agreements containing the provisions set forth in Section 3.5
hereof.
3.4 HOLDING SECURITIES. The Sub-Custodian may hold securities and other
non-cash property for all of its customers, including the Fund, with a
foreign sub-sub-custodian in a single account that is identified as
belonging to the Sub-Custodian for the benefit of its customers, PROVIDED
HOWEVER, that (i) the records of the Sub-Custodian with respect to
securities and other non-cash property of the Fund which are maintained in
such account shall identify by book-entry those securities and other
non-cash property belonging to the Fund and (ii) the Sub-Custodian shall
require that securities and other non-cash property so held by the foreign
sub-sub-custodian be held separately from any assets of the foreign
sub-sub-custodian or of others.
3.5 AGREEMENTS WITH FOREIGN BANKING INSTITUTIONS. Each agreement with a
foreign banking institution shall provide that: (a) the assets of each
Portfolio will not be subject to any right, charge, security interest, lien
or claim of any kind in favor of the foreign banking institution or its
creditors or agent, except a claim of payment for their safe custody or
administration; (b) beneficial ownership for the assets of each Portfolio
will be freely transferable without the payment of money or value other
than for custody or administration; (c) adequate records will be maintained
identifying the assets as belonging to each applicable Portfolio; (d)
officers of or auditors employed by, or other representatives of the
Sub-Custodian, including to the extent permitted under applicable law the
independent public accountants for the Fund, will be given access to the
books and records of the foreign banking institution relating to its
actions under its agreement with the Sub-Custodian; and (e) assets of the
Portfolios held by the foreign sub-sub-custodian will be subject only to
the instructions of the Sub-Custodian or its agents.
3.6 ACCESS OF INDEPENDENT ACCOUNTANTS OF THE FUND. Upon request of the Fund,
the Sub-Custodian will use its best efforts to arrange for the independent
accountants of the Fund to be afforded access to the books and records of
any foreign banking institution employed as
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<PAGE>
a foreign sub-Sub-Custodian insofar as such books and records relate to the
performance of such foreign banking institution under its agreement with
the Sub-Custodian.
3.7 REPORTS BY SUB-CUSTODIAN. The Sub-Custodian will supply to the Fund from
time to time, as mutually agreed upon, statements in respect of the
securities and other assets of the Portfolio(s) held by foreign
sub-sub-custodians, including but not limited to an identification of
entities having possession of the Portfolio(s) securities and other assets
and advices or notifications of any transfers of securities to or from each
custodial account maintained by a foreign banking institution for the
Sub-Custodian on behalf of each applicable Portfolio indicating, as to
securities acquired for a Portfolio, the identity of the entity having
physical possession of such securities.
3.8 TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT. (a) Except as otherwise provided
in paragraph (b) of this Section 3.8, the provision of Sections 2.2 and 2.7
of this Contract shall apply, MUTATIS MUTANDIS to the foreign securities of
the Fund held outside the United States by foreign sub-sub-custodians.
(b) Notwithstanding any provision of this Contract to the contrary,
settlement and payment for securities received for the account of each
applicable Portfolio and delivery of securities maintained for the account
of each applicable Portfolio may be effected in accordance with the
customary established securities trading or securities processing practices
and procedures in the jurisdiction or market in which the transaction
occurs, including, without limitation, delivering securities to the
purchaser thereof or to a dealer therefor (or an agent for such purchaser
or dealer) against a receipt with the expectation of receiving later
payment for such securities from such purchaser or dealer.
(c) Securities maintained in the custody of a foreign sub-sub-custodian may
be maintained in the name of such entity's nominee to the same extent as
set forth in Section 2.3 of this Contract, and the Fund agrees to hold any
such nominee harmless from any liability as a holder of record of such
securities.
3.9 LIABILITY OF FOREIGN SUB-SUB-CUSTODIANS. Each agreement pursuant to which
the Sub-Custodian employs a foreign banking institution as a foreign
sub-sub-custodian shall require the institution to exercise reasonable care
in the performance of its duties and to indemnify, and hold harmless, the
Sub-Custodian and the Fund from and against any loss, damage, cost,
expense, liability or claim arising out of or in connection with the
institution's performance of such obligations. At the election of the
Fund, it shall be entitled to be subrogated to the rights of the
Sub-Custodian with respect to any claims against a foreign banking
institution as a consequence of any such loss, damage, cost, expense,
liability or claim if and to the extent that the Fund has not been made
whole for any such loss, damage, cost, expense, liability or claim.
3.10 LIABILITY OF SUB-CUSTODIAN. The Sub-Custodian shall be liable for the acts
or omissions of a foreign banking institution to the same extent as set
forth with respect to sub-sub-custodians generally in this Contract and,
regardless of whether assets are maintained in the custody of
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<PAGE>
a foreign banking institution, a foreign securities depository or a branch
of a U.S. bank as contemplated by paragraph 3.13 hereof, the Sub-Custodian
shall not be liable for any loss, damage, cost, expense, liability or claim
resulting from nationalization, expropriation, currency restrictions, or
acts of war or terrorism or any loss where the sub-sub-custodian has
otherwise exercised reasonable care. Notwithstanding the foregoing
provisions of this paragraph 3.10, in delegating custody duties to State
Street London Ltd., the Sub-Custodian shall not be relieved of any
responsibility to the Fund for any loss due to such delegation, except such
loss as may result from (a) political risk (including, but not limited to,
exchange control restrictions, confiscation, expropriation,
nationalization, insurrection, civil strife or armed hostilities) or (b)
other losses (excluding a bankruptcy or insolvency of State Street London
Ltd. not caused by political risk) due to Acts of God, nuclear incident or
other losses under circumstances where the Sub-Custodian and State Street
London Ltd. have exercised reasonable care.
3.11 REIMBURSEMENT FOR ADVANCES. If the Fund requires the Sub-Custodian to
advance cash or securities for any purpose for the benefit of a Portfolio
including the purchase or sale of foreign exchange or of contracts for
foreign exchange, or in the event that the Sub-Custodian or its nominee
shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this Contract,
except such as may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property at any time
held for the account of the applicable Portfolio shall be security therefor
to the extent thereof, and should the Fund fail to repay the Sub-Custodian
promptly, the Sub-Custodian shall be entitled to utilize available cash and
to dispose of such Portfolio's assets to the extent necessary to obtain
reimbursement.
3.12 MONITORING RESPONSIBILITIES. The Sub-Custodian shall furnish annually to
the Fund, during the month of June, information concerning the foreign
sub-sub-custodians employed by the Sub-Custodian. Such information shall
be similar in kind and scope to that furnished to the Fund in connection
with the initial approval of this Contract. In addition, the Sub-Custodian
will promptly inform the Fund in the event that the Sub-Custodian learns of
a material adverse change in the financial condition of a foreign
sub-sub-custodian or any material loss of the assets of the Fund or in the
case of any foreign sub-sub-custodian not the subject of an exemptive order
from the Securities and Exchange Commission is notified by such foreign
sub-sub-custodian that there appears to be a substantial likelihood that
its shareholders' equity will decline below $200 million (U.S. dollars or
the equivalent thereof) or that its shareholders' equity has declined below
$200 million (in each case computed in accordance with generally accepted
U.S. accounting principles).
3.13 BRANCHES OF U.S. BANKS. (a) Except as otherwise set forth in this
Contract, the provisions hereof shall not apply where the custody of the
Portfolios assets are maintained in a foreign branch of a banking
institution which is a "bank" as defined by Section 2(a)(5) of the
Investment Company Act of 1940 meeting the qualification set forth in
Section 26(a) of said Act. The appointment of any such branch as a
sub-sub-custodian shall be governed by paragraph 1 of this Contract.
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<PAGE>
(b) Cash held for each Portfolio of the Fund in the United Kingdom shall be
maintained in an interest bearing account established for the Fund with the
Sub-Custodian's London branch, which account shall be subject to the
direction of the Sub-Custodian, State Street London Ltd. or both.
3.14 TAX LAW. The Sub-Custodian shall have no responsibility or liability for
any obligations now or hereafter imposed on the Fund or the Sub-Custodian
as Sub-Custodian of the Fund by the tax law of the United States of America
or any state or political subdivision thereof. It shall be the
responsibility of the Fund to notify the Sub-Custodian of the obligations
imposed on the Fund or the Sub-Custodian as Sub-Custodian of the Fund by
the tax law of jurisdictions other than those mentioned in the above
sentence, including responsibility for withholding and other taxes,
assessments or other governmental charges, certifications and governmental
reporting. The sole responsibility of the Sub-Custodian with regard to
such tax law shall be to use reasonable efforts to assist the Fund with
respect to any claim for exemption or refund under the tax law of
jurisdictions for which the Fund has provided such information.
4. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES OF THE FUND
The Sub-Custodian shall receive from the distributor for the Shares or from
the transfer agent of the Fund and deposit into the account of the appropriate
Portfolio such payments as are received for Shares of that Portfolio issued or
sold from time to time by the Fund. The Sub-Custodian will provide timely
notification to the Fund on behalf of each such Portfolio and the transfer agent
of any receipt by it of payments for Shares of such Portfolio.
From such funds as may be available for the purpose but subject to the
limitations of the Articles of Incorporation and any applicable votes of the
Board of Directors of the Fund pursuant thereto, the Sub-Custodian shall, upon
receipt of instructions from the transfer agent, make funds available for
payment to holders of Shares who have delivered to the transfer agent a request
for redemption or repurchase of their Shares. In connection with the redemption
or repurchase of Shares of a Portfolio, the Sub-Custodian is authorized upon
receipt of instructions from the transfer agent to wire funds to or through a
commercial bank designated by the redeeming shareholders. In connection with
the redemption or repurchase of Shares of the Fund, the Sub-Custodian shall
honor checks drawn on the Sub-Custodian by a holder of Shares, which checks have
been furnished by the Fund to the holder of Shares, when presented to the
Sub-Custodian in accordance with such procedures and controls as are mutually
agreed upon from time to time between the Fund and the Sub-Custodian.
5. PROPER INSTRUCTIONS
Proper Instructions as used throughout this Contract means a writing signed
or initialed by one or more person or persons as the Board of Directors shall
have from time to time authorized. Each such writing shall set forth the
specific transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested. Oral instructions
will be considered Proper Instructions if the Sub-Custodian reasonably believes
them to have been given
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<PAGE>
by a person authorized to give such instructions with respect to the transaction
involved. The Fund shall cause all oral instructions to be confirmed in
writing. Upon receipt of a certificate of the Secretary or an Assistant
Secretary as to the authorization by the Board of Directors of the Fund
accompanied by a detailed description of procedures approved by the Board of
Directors, Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the Board of
Directors and the Sub-Custodian are satisfied that such procedures afford
adequate safeguards for the Portfolios' assets. For purposes of this Section,
Proper Instructions shall include instructions received by the Sub-Custodian
pursuant to any three - party agreement which requires a segregated asset
account in accordance with Section 2.12.
6. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY
The Sub-Custodian may in its discretion, without express authority from the
Fund on behalf of each applicable Portfolio:
1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Contract, PROVIDED that all such payments shall be accounted for to
the Fund on behalf of the Portfolio;
2) surrender securities in temporary form for securities in definitive
form;
3) endorse for collection, in the name of the Portfolio, checks, drafts
and other negotiable instruments; and
4) in general, attend to all non-discretionary details in connection with
the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Portfolio except as
otherwise directed by the Board of Directors of the Fund.
7. EVIDENCE OF AUTHORITY
The Sub-Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper believed by
it to be genuine and to have been properly executed by or on behalf of the Fund.
The Sub-Custodian may receive and accept a certified copy of a vote of the Board
of Directors of the Fund as conclusive evidence (a) of the authority of any
person to act in accordance with such vote or (b) of any determination or of any
action by the Board of Directors pursuant to the Articles of Incorporation as
described in such vote, and such vote may be considered as in full force and
effect until receipt by the Sub-Custodian of written notice to the contrary.
8. DUTIES OF SUB-CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND
CALCULATION OF NET ASSET VALUE AND NET INCOME
The Sub-Custodian shall keep the books of account of each Portfolio and
compute the net asset value per share of the outstanding shares of each
Portfolio. The Sub-Custodian shall also
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<PAGE>
calculate daily the net income of the Portfolio as described in the Fund's
currently effective prospectus related to such Portfolio and shall advise the
Fund and the transfer agent daily of the total amounts of such net income and
shall advise the transfer agent periodically of the division of such net income
among its various components. The calculations of the net asset value per share
and the daily income of each Portfolio shall be made at the time or times
described from time to time in the Fund's currently effective prospectus related
to such Portfolio.
9. RECORDS
The Sub-Custodian shall with respect to each Portfolio create and maintain
all records relating to its activities and obligations under this Contract in
such manner as will meet the obligations of the Fund under the Investment
Company Act of 1940, with particular attention to Section 31 thereof and Rules
31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund
and shall at all times during the regular business hours of the Sub-Custodian be
open for inspection by duly authorized officers, employees or agents of the Fund
and employees and agents of the Securities and Exchange Commission. The
Sub-Custodian shall, at the Fund's request, supply the Fund with a tabulation of
securities owned by each Portfolio and held by the Sub-Custodian and shall, when
requested to do so by the Fund and for such compensation as shall be agreed upon
between the Fund and the Sub-Custodian, include certificate numbers in such
tabulations.
10. OPINION OF FUND'S INDEPENDENT ACCOUNTANT
The Sub-Custodian shall take all reasonable action, as the Fund on behalf
of each applicable Portfolio may from time to time request, to obtain from year
to year favorable opinions from the Fund's independent accountants with respect
to its activities hereunder in connection with the preparation of the Fund's
Form N-1A, and Form N-SAR or other annual reports to the Securities and Exchange
Commission and with respect to any other requirements of such Commission.
11. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS
The Sub-Custodian shall provide the Fund, on behalf of each of the
Portfolios at such times as the Fund may reasonably require, with reports by
independent public accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures contracts and
options on futures contracts, including securities deposited and/or maintained
in a Securities System, relating to the services provided by the Sub-Custodian
under this Contract; such reports, shall be of sufficient scope and in
sufficient detail, as may reasonably be required by the Fund to provide
reasonable assurance that any material inadequacies would be disclosed by such
examination, and, if there are no such inadequacies, the reports shall so state.
12. COMPENSATION OF SUB-CUSTODIAN
The Sub-Custodian shall be entitled to reasonable compensation for its
services and expenses as Sub-Custodian, as agreed upon from time to time between
the Fund on behalf of each applicable Portfolio and the Sub-Custodian.
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13. RESPONSIBILITY OF SUB-CUSTODIAN
So long as and to the extent that it is in the exercise of reasonable care,
the Sub-Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties,
including any futures commission merchant acting pursuant to the terms of a
three-party futures or options agreement. The Sub-Custodian shall be held to
the exercise of reasonable care in carrying out the provisions of this Contract,
but shall be kept indemnified by the Fund and shall be without liability to the
Fund or to the Custodian for any action taken or omitted by it in good faith
without negligence, willful misconduct or reckless disregard of its duties and
obligations under this Contract. It shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Fund) on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice.
Except as may arise from the Sub-Custodian's own bad faith, negligence,
willful misconduct or reckless disregard of its duties and obligations hereunder
or the bad faith, negligence or willful misconduct or reckless disregard of the
duties and obligations of a sub-sub-custodian or agent, the Sub-Custodian shall
be without liability to the Fund or to the Custodian for any loss, liability,
claim or expense resulting from or caused by; (i) events or circumstances beyond
the reasonable control of the Sub-Custodian or any sub-sub-custodian or
Securities System or any agent or nominee of any of the foregoing, including,
without limitation, nationalization or expropriation, imposition of currency
controls or restrictions, the interruption, suspension or restriction of trading
on or the closure of any securities market, power or other mechanical or
technological failures or interruptions, computer viruses or communications
disruptions, acts of war or terrorism, riots, revolutions, work stoppages,
natural disasters or other similar events or acts; (ii) errors by the Fund or
the Investment Advisor in their instructions to the Sub-Custodian provided such
instructions have been in accordance with this Contract; (iii) the insolvency of
or acts or omissions by a Securities System; (iv) any delay or failure of any
broker, agent or intermediary, central bank or other commercially prevalent
payment or clearing system to deliver to the Sub-Custodian's sub-sub-custodian
or agent securities purchased or in the remittance or payment made in connection
with securities sold; (v) any delay or failure of any company, corporation, or
other body in charge of registering or transferring securities in the name of
the Sub-Custodian, the Fund, the Sub-Custodian's sub-sub-custodians, nominees or
agents or any consequential losses arising out of such delay or failure to
transfer such securities including non-receipt of bonus, dividends and rights
and other accretions or benefits; (vi) delays or inability to perform its duties
due to any disorder in market infrastructure with respect to any particular
security or Securities System; and (vii) any provision of any present or future
law or regulation or order of the United States of America, or any state
thereof, or any other country, or political subdivision thereof or of any court
of competent jurisdiction.
The Sub-Custodian shall be liable for the acts or omissions of a foreign
banking institution to the same extent as set forth with respect to
sub-sub-custodians generally in this Contract.
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If the Fund on behalf of a Portfolio requires the Sub-Custodian to take any
action with respect to securities, which action involves the payment of money or
which action may, in the opinion of the Sub-Custodian, result in the
Sub-Custodian or its nominee assigned to the Fund or the Portfolio being liable
for the payment of money or incurring liability of some other form, the Fund on
behalf of the Portfolio, as a prerequisite to requiring the Sub-Custodian to
take such action, shall provide indemnity to the Sub-Custodian in an amount and
form satisfactory to it.
If the Fund requires the Sub-Custodian, its affiliates, subsidiaries or
agents, to advance cash or securities for any purpose (including but not limited
to securities settlements, foreign exchange contracts and assumed settlement) or
in the event that the Sub-Custodian or its nominee shall incur or be assessed
any taxes, charges, expenses, assessments, claims or liabilities in connection
with the performance of this Contract, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful misconduct,
any property at any time held for the account of the applicable Portfolio shall
be security therefor to the extent thereof, and should the Fund fail to repay
the Sub-Custodian promptly, the Sub-Custodian shall be entitled to utilize
available cash and to dispose of such Portfolio's assets to the extent necessary
to obtain reimbursement.
The Sub-Custodian shall have no responsibility or liability for any acts or
omissions of any prior custodian, subcustodian, accounting agent or other
service provider to the Fund and shall be indemnified by the Fund against any
claims arising out of or attributable to the acts or omissions of any prior
custodian, subcustodian, accounting agent or other service provider. Without in
any way limiting the foregoing, the Subcustodian shall have no liability in
respect of any loss, damage or expense suffered by the Fund insofar as such
loss, damage or expense arises from the performance of the Subcustodian's duties
hereunder in reliance upon records that were maintained for the Fund by entities
other than the Subcustodian prior to the Subcustodian's appointment as
subcustodian for the Fund.
In no event shall the Sub-Custodian be liable for indirect, special or
consequential damages.
14. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT
This Contract shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be terminated by
the Fund, the Custodian or the Sub-Custodian by an instrument in writing
delivered or mailed, postage prepaid to the other parties, such termination to
take effect not sooner than thirty (30) days after the date of such delivery or
mailing; PROVIDED, however that the Sub-Custodian shall not with respect to a
Portfolio act under Section 2.10 hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the Board of
Directors of the Fund has approved the initial use of a particular Securities
System by such Portfolio, as required by Rule 17f-4 under the Investment Company
Act of 1940, as amended and that the Sub-Custodian shall not with respect to a
Portfolio act under Section 2.11 hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the Board of
Directors has approved the initial use of the Direct Paper System by such
Portfolio ; PROVIDED FURTHER, however, that the Fund shall not amend or
terminate this Contract in contravention of any
18
<PAGE>
applicable federal or state regulations, or any provision of the Articles of
Incorporation, and further provided, that the Fund on behalf of one or more of
the Portfolios may at any time by action of its Board of Directors (i)
substitute another bank or trust company for the Sub-Custodian by giving notice
as described above to the Sub-Custodian, or (ii) immediately terminate this
Contract in the event of the appointment of a conservator or receiver for the
Sub-Custodian by the Comptroller of the Currency or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of competent
jurisdiction.
Upon termination of the Contract, the Fund on behalf of each applicable
Portfolio shall pay to the Sub-Custodian such compensation as may be due as of
the date of such termination and shall likewise reimburse the Sub-Custodian for
its costs, expenses and disbursements.
15. SUCCESSOR SUB-CUSTODIAN
If a successor Sub-Custodian for the Fund, of one or more of the Portfolios
shall be appointed by the Board of Directors of the Fund, the Sub-Custodian
shall, upon termination, deliver to such successor Sub-Custodian at the office
of the Sub-Custodian, duly endorsed and in the form for transfer, all securities
of each applicable Portfolio then held by it hereunder and shall transfer to an
account of the successor Sub-Custodian all of the securities of each such
Portfolio held in a Securities System.
If no such successor Sub-Custodian shall be appointed, the Sub-Custodian
shall, in like manner, upon receipt of a certified copy of a vote of the Board
of Directors of the Fund, deliver at the office of the Sub-Custodian and
transfer such securities, funds and other properties in accordance with such
vote.
In the event that no written order designating a successor Sub-Custodian or
certified copy of a vote of the Board of Directors shall have been delivered to
the Sub-Custodian on or before the date when such termination shall become
effective, then the Sub-Custodian shall have the right to deliver to a bank or
trust company, which is a "bank" as defined in the Investment Company Act of
1940, doing business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds and other
properties held by the Sub-Custodian on behalf of each applicable Portfolio and
all instruments held by the Sub-Custodian relative thereto and all other
property held by it under this Contract on behalf of each applicable Portfolio
and to transfer to an account of such successor Sub-Custodian all of the
securities of each such Portfolio held in any Securities System. Thereafter,
such bank or trust company shall be the successor of the Sub-Custodian under
this Contract.
In the event that securities, funds and other properties remain in the
possession of the Sub-Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to or of
the Board of Directors to appoint a successor Sub-Custodian, the Sub-Custodian
shall be entitled to fair compensation for its services during such period as
the Sub-Custodian retains possession of such securities, funds and other
properties and the provisions of this
19
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Contract relating to the duties and obligations of the Sub-Custodian shall
remain in full force and effect.
16. INTERPRETIVE AND ADDITIONAL PROVISIONS
In connection with the operation of this Contract, the Sub-Custodian and
the Fund on behalf of each of the Portfolios, may from time to time agree on
such provisions interpretive of or in addition to the provisions of this
Contract as may in their joint opinion be consistent with the general tenor of
this Contract. Any such interpretive or additional provisions shall be in a
writing signed by both parties and shall be annexed hereto, PROVIDED that no
such interpretive or additional provisions shall contravene any applicable
federal or state regulations or any provision of the Articles of Incorporation
of the Fund. No interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Contract.
17. ADDITIONAL FUNDS
In the event that the Fund establishes one or more series of Shares in
addition to Munder S&P 500 Index Equity Fund, Munder S&P MidCap Index Equity
Fund, Munder S&P SmallCap Index Equity Fund, Munder Aggregate Bond Index Fund,
Munder Foreign Equity Fund, Liquidity Plus Money Market Fund, Munder
Institutional S&P 500 Index Equity Fund, Munder Institutional S&P MidCap Index
Equity Fund, Munder Institutional S&P SmallCap Index Equity Fund, Munder
Institutional Short Term Treasury Fund and Munder Institutional Money Market
Fund with respect to which it desires to have the Sub-Custodian render services
as Sub-Custodian under the terms hereof, it shall so notify the Sub-Custodian in
writing, and if the Sub-Custodian agrees in writing to provide such services,
such series of Shares shall become a Portfolio hereunder.
18. MASSACHUSETTS LAW TO APPLY
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.
19. PRIOR CONTRACTS
This Contract supersedes and terminates, as of the date hereof, all prior
contracts between the Fund on behalf of each of the Portfolios and the
Sub-Custodian relating to the custody of the Fund's assets.
20. REPRODUCTION OF DOCUMENTS
This Contract and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the
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<PAGE>
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
21. SHAREHOLDER COMMUNICATIONS ELECTION
Securities and Exchange Commission Rule 14b-2 requires banks which hold
securities for the account of customers to respond to requests by issuers of
securities for the names, addresses and holdings of beneficial owners of
securities of that issuer held by the bank unless the beneficial owner has
expressly objected to disclosure of this information. In order to comply with
the rule, the Sub-Custodian needs the Fund to indicate whether it authorizes the
Sub-Custodian to provide the Fund's name, address, and share position to
requesting companies whose securities the Fund owns. If the Fund tells the
Sub-Custodian "no", the Sub-Custodian will not provide this information to
requesting companies. If the Fund tells the Sub-Custodian "yes" or does not
check either "yes" or "no" below, the Sub-Custodian is required by the rule to
treat the Fund as consenting to disclosure of this information for all
securities owned by the Fund or any funds or accounts established by the Fund.
For the Fund's protection, the Rule prohibits the requesting company from using
the Fund's name and address for any purpose other than corporate communications.
Please indicate below whether the Fund consents or objects by checking one of
the alternatives below.
YES [ ] The Sub-Custodian is authorized to release the Fund's name,
address, and share positions.
NO [ ] The Sub-Custodian is not authorized to release the Fund's name,
address, and share positions.
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<PAGE>
22. USE OF FUND'S NAME
The Sub-Custodian shall not, without the written consent of the Custodian
and the Fund, identify the Fund, or any Portfolio, as a custodial client of the
Sub-Custodian in any promotional materials, proposals to or other communications
with clients or prospective clients.
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<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 5th day of August, 1997.
ATTEST ST. CLAIR FUNDS, INC.
By
- ----------------------------- --------------------------------
ATTEST STATE STREET BANK AND TRUST COMPANY
By
- ----------------------------- --------------------------------
Senior Vice President
ATTEST COMERICA BANK
By
- ----------------------------- --------------------------------
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SCHEDULE A
The following foreign banking institutions and foreign securities
depositories have been approved by the Board of Directors of St. Clair Funds,
Inc. for use as sub-sub-custodians for the Fund's securities and other assets:
(Insert banks and securities depositories)
Certified:
- -------------------------
Fund's Authorized Officer
Date:
---------------------------------
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<PAGE>
ADMINISTRATION AGREEMENT
Agreement dated as of August 5, 1997 by and between State Street Bank
and Trust Company, a Massachusetts trust company (the "Administrator"), and St.
Clair Funds, Inc. (the "Fund").
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund desires to retain the Administrator to furnish
certain administrative services to the Fund, and the Administrator is willing to
furnish such services, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
The Fund hereby appoints the Administrator to act as administrator
with respect to the Fund for purposes of providing certain administrative
services for the period and on the terms set forth in this Agreement. The
Administrator accepts such appointment and agrees to render the services stated
herein.
The Fund will initially consist of the portfolio(s) and/or class(es)
of shares (each an "Investment Fund") listed in Schedule A to this Agreement.
In the event that the Fund establishes one or more additional Investment Funds
with respect to which it wishes to retain the Administrator to act as
administrator hereunder, the Fund shall notify the Administrator in writing.
Upon written acceptance by the Administrator, such Investment Fund shall become
subject to the provisions of this Agreement to the same extent as the existing
Investment Funds, except to the extent that such provisions (including those
relating to the compensation and expenses payable by the Fund and its Investment
Funds) may be modified with respect to each additional Investment Fund in
writing by the Fund and the Administrator at the time of the addition of the
Investment Fund.
2. DELIVERY OF DOCUMENTS
The Fund will promptly deliver to the Administrator copies of each of
the following documents and all future amendments and supplements, if any:
a. The Fund's charter document and by-laws;
b. The Fund's currently effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and the 1940
Act and the Fund's Prospectus(es) and Statement(s) of Additional
Information relating to all Investment Funds and all amendments
and supplements thereto as in effect from time to time;
<PAGE>
c. Certified copies of the resolutions of the Board of Directors of
the Fund (the "Board") authorizing (1) the Fund to enter into
this Agreement and (2) certain individuals on behalf of the Fund
to (a) give instructions to the Administrator pursuant to this
Agreement and (b) sign checks and pay expenses;
d. A copy of the investment advisory agreement between the Fund and
its investment adviser; and
e. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem necessary
or appropriate in the proper performance of its duties.
3. REPRESENTATION AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Fund that:
a. It is a Massachusetts trust company, duly organized, existing and
in good standing under the laws of The Commonwealth of
Massachusetts;
b. It has the corporate power and authority to carry on its business
in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to
perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Administrator or any law or regulation
applicable to it.
4. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Administrator that:
a. It is a corporation, duly organized and existing and in good
standing under the laws of Maryland;
b. It has the corporate power and authority under applicable laws
and by its charter and by-laws to enter into and perform this
Agreement;
c. All requisite proceedings have been taken to authorize it to
enter into and perform this Agreement;
d. It is an investment company properly registered under the 1940
Act;
2
<PAGE>
e. A registration statement under the 1933 Act and the 1940 Act has
been filed and will be effective and remain effective during the
term of this Agreement. The Fund also warrants to the
Administrator that as of the effective date of this Agreement,
all necessary filings under the securities laws of the states in
which the Fund offers or sells its shares have been made;
f. No legal or administrative proceedings have been instituted or
threatened which would impair the Fund's ability to perform its
duties and obligations under this Agreement;
g. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Fund or any law or regulation applicable to it;
and
h. As of the close of business on the date of this Agreement, the
Fund is authorized to issue an unlimited amount of shares of
beneficial interest.
5. ADMINISTRATION SERVICES
The Administrator shall provide the following services, in each case,
subject to the control, supervision and direction of the Fund and the review and
comment by the Fund's auditors and legal counsel and in accordance with
procedures which may be established from time to time between the Fund and the
Administrator:
a. Oversee the determination and publication of the Fund's net asset
value in accordance with the Fund's policy as adopted from time
to time by the Board;
b. Oversee the maintenance by the Fund's custodian of certain books
and records of the Fund as required under Rule 31a-1(b) of the
1940 Act;
c. Prepare the Fund's federal, state and local income tax returns
for review by the Fund's independent accountants and filing by
the Fund's treasurer;
d. Review calculation, submit for approval by officers of the Fund
and arrange for payment of the Fund's expenses;
e. Prepare for review and approval by officers of the Fund financial
information for the Fund's semi-annual and annual reports, proxy
statements and other communications required or otherwise to be
sent to Fund shareholders, and arrange for the printing and
dissemination of such reports and communications to shareholders;
f. Prepare for review by an officer of and legal counsel for the
Fund the Fund's periodic financial reports required to be filed
with the Securities and Exchange Commission ("SEC") on Form N-SAR
and financial information required by Form N-1A and such other
reports, forms or filings as may be mutually agreed upon;
3
<PAGE>
g. Prepare reports relating to the business and affairs of the Fund
as may be mutually agreed upon and not otherwise prepared by the
Fund's investment adviser, custodian, legal counsel or
independent accountants;
h. Make such reports and recommendations to the Board concerning the
performance of the independent accountants as the Board may
reasonably request;
i. Make such reports and recommendations to the Board concerning the
performance and fees of the Fund's custodian and transfer and
dividend disbursing agent ("Transfer Agent") as the Board may
reasonably request or deems appropriate;
j. Calculate, submit for review by officers of the Fund, and arrange
for the payment of fees to the Fund's investment adviser,
custodian, sub-administrator and Transfer Agent;
k. Consult with the Fund's officers, independent accountants, legal
counsel, custodian and Transfer Agent in establishing the
accounting policies of the Fund;
l. Review implementation of any dividend reinvestment programs
authorized by the Board;
m. Respond to, or refer to the Fund's officers or Transfer Agent,
shareholder inquiries relating to the Fund;
n. Provide periodic testing of portfolios to assist the Fund's
investment adviser in complying with Internal Revenue Code
mandatory qualification requirements, the requirements of the
1940 Act and Fund prospectus limitations as may be mutually
agreed upon;
o. Maintain general corporate calendar, and with respect to each
Investment Fund create and maintain all records required by
Section 31 of the 1940 Act and Rule 31a-1 and 31a-2 thereunder,
except those records that are maintained by the Fund's custodian,
transfer agent, adviser or sub-administrator;
p. Maintain copies of the Fund's charter and by-laws;
q. File annual and semi-annual shareholder reports with the
appropriate regulatory agencies; review text of "President's
letters" to shareholders and "Management's Discussion of Fund
Performance" (which shall also be subject to review by the Fund's
legal counsel);
r. Prepare and furnish the Fund (at the Fund's request) with
performance information (including yield and total return
information) calculated in accordance with applicable U.S.
securities laws and report to external databases such information
as may reasonably be requested.
4
<PAGE>
s. Organize, attend and prepare minutes of shareholder meetings;
t. Provide consultation on regulatory matters relating to portfolio
management, Fund operations and any potential changes in the
Fund's investment policies, operations or structure; act as
liaison to legal counsel to the Fund and, where applicable, to
legal counsel to the Fund's independent Board members;
u. Maintain continuing awareness of significant emerging regulatory
and legislative developments which may affect the Fund, update
the Board and the investment adviser on those developments and
provide related planning assistance where requested or
appropriate;
v. Develop or assist in developing guidelines and procedures to
improve overall compliance by the Fund and its various agents;
w. Counsel and assist the Fund in the handling of routine regulatory
examinations and work closely with the Fund's legal counsel in
response to any non-routine regulatory matters.
Subject to review and comment by the Fund's legal counsel:
x. Prepare and file with the SEC amendments to the Fund's
registration statement, including updating the Prospectus and
Statement of Additional Information, where applicable;
y. Prepare and file with the SEC proxy statements; provide
consultation on proxy solicitation matters;
z. Prepare agenda and background materials for Board meetings, make
presentations where appropriate, prepare minutes and follow-up on
matters raised at Board meetings;
aa. Prepare and file with the SEC Form N-SAR and Rule 24f-2 notices;
bb. Review and provide assistance on Fund advertisements, sales
literature and shareholder communications; and
cc. Prepare and file state notice filings of the Fund's securities
pursuant to the specific instructions of the Fund and as detailed
in Schedule C to this Agreement.
The Administrator shall provide the office facilities and the personnel required
by it to perform the services contemplated herein. In performing its duties
hereunder, the Administrator shall act in accordance with the charter, bylaws
and prospectus of the Fund and with instructions of the Board of Directors of
the Fund and will conform to and comply with the requirements of the 1940 Act
and all other applicable federal and state laws and regulations, and will
consult with legal counsel to the Fund, as necessary and appropriate.
5
<PAGE>
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Fund such compensation for
the Administrator's services provided pursuant to this Agreement as may be
agreed to from time to time in a written fee schedule approved by the parties
and initially set forth in Schedule B to this Agreement. The fees are accrued
daily and billed monthly and shall be due and payable upon receipt of the
invoice. Upon the termination of this Agreement before the end of any month, the
fee for the part of the month before such termination shall be prorated
according to the proportion which such part bears to the full monthly period and
shall be payable upon the date of termination of this Agreement. In addition,
the Fund shall reimburse the Administrator for its out-of-pocket costs incurred
in connection with this Agreement.
The Fund agrees promptly to reimburse the Administrator for any
equipment and supplies specially ordered by or for the Fund through the
Administrator and for any other expenses not contemplated by this Agreement that
the Administrator may incur on the Fund's behalf at the Fund's request or with
the Fund's consent.
The Fund will bear all expenses that are incurred in its operation and
not specifically assumed by the Administrator. Expenses to be borne by the
Fund, include, but are not limited to: organizational expenses; cost of
services of independent accountants and outside legal and tax counsel (including
such counsel's review of the Fund's registration statement, proxy materials,
federal and state tax qualification as a regulated investment company and other
reports and materials prepared by the Administrator under this Agreement); cost
of any services contracted for by the Fund directly from parties other than the
Administrator; cost of trading operations and brokerage fees, commissions and
transfer taxes in connection with the purchase and sale of securities for the
Fund; investment advisory fees; taxes, insurance premiums and other fees and
expenses applicable to its operation; costs incidental to any meetings of
shareholders including, but not limited to, legal and accounting fees, proxy
filing fees and the costs of preparation (excluding preparation as provided in
Section 5y), printing and mailing of any proxy materials; costs incidental to
Board meetings other than the costs of preparation of the agenda and background
materials, including fees and expenses of Board members; the salary and expenses
of any officer, director\trustee or employee of the Fund; costs incidental to
the preparation (excluding preparation as provided in Section 5x), printing and
distribution of the Fund's registration statements and any amendments thereto
and shareholder reports; cost of typesetting and printing of prospectuses; cost
of preparation (excluding preparation as provided in Section 5x) and filing of
the Fund's tax returns, Form N-1A and Form N-SAR, and all notices, registrations
and amendments associated with applicable federal and state tax and securities
laws; all applicable registration fees and filing fees required under federal
and state securities laws; fidelity bond and directors' and officers' liability
insurance; and cost of independent pricing services used in computing the Fund's
net asset value.
The Administrator is authorized to and may employ or associate with such
person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to the Fund for the acts
and omissions of any such person or persons as it is for its own acts and
omissions.
6
<PAGE>
7. INSTRUCTIONS AND ADVICE
At any time, the Administrator may apply to any officer of the Fund
for instructions and may consult with outside counsel for the Fund or with the
independent accountants for the Fund at the expense of the Fund, or with its own
legal counsel at its own expense, with respect to any matter arising in
connection with the services to be performed by the Administrator under this
Agreement. The Administrator shall not be liable, and shall be indemnified by
the Fund, for any action taken or omitted by it in good faith in reliance upon
any such instructions or advice or upon any paper or document believed by it to
be genuine and to have been signed by the proper person or persons. The
Administrator shall not be held to have notice of any change of authority of any
person until receipt of written notice thereof from the Fund. Nothing in this
paragraph shall be construed as imposing upon the Administrator any obligation
to seek such instructions or advice, or to act in accordance with such advice
when received.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall be responsible for the performance of only
such duties as are set forth in this Agreement and, except as otherwise provided
under Section 6, shall have no responsibility for the actions or activities of
any other party, including other service providers. The Administrator shall
have no liability in respect of any loss, damage or expense suffered by the Fund
insofar as such loss, damage or expense arises from the performance of the
Administrator's duties hereunder in reliance upon records that were maintained
for the Fund by entities other than the Administrator prior to the
Administrator's appointment as administrator for the Fund. The Administrator
shall have no liability for any error of judgment or mistake of law or for any
loss or damage resulting from the performance or nonperformance of its duties
under this Agreement unless solely caused by or resulting from the bad faith,
negligence, willful misconduct or reckless disregard of the duties and
obligations under this Agreement of the Administrator, its officers or
employees. The Administrator shall not be liable for any special, indirect or
consequential damages of any kind whatsoever (including, without limitation,
attorneys' fees) under any provision of this Agreement or for any such damages
arising out of any act or failure to act hereunder. In any event, for any
liability or loss suffered by the Fund including, but not limited to, any
liability relating to qualification of the Fund as a regulated investment
company or any liability relating to the Fund's compliance with any federal or
state tax or securities statute, regulation or ruling, the Administrator's
liability under this Agreement shall be limited to such amount as may be agreed
upon from time to time between the parties hereto.
Except as may arise from the Administrator's bad faith, negligence,
willful misconduct or reckless disregard of its duties and obligations under
this Agreement, the Administrator shall not be responsible or liable for any
failure or delay in performance of its obligations under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its control,
including without limitation, work stoppage, power or other mechanical failure,
computer virus, natural disaster, governmental action or communication
disruption, nor shall any such failure or delay give the Fund the right to
terminate this Agreement.
The Fund shall indemnify and hold the Administrator harmless from all
loss, cost, damage and expense, including reasonable fees and expenses for
counsel, incurred by the Administrator resulting from any claim, demand, action
or suit in connection with the Administrator's acceptance of this Agreement, any
action or omission by it in the performance of its duties hereunder, or as a
result of acting upon any instructions reasonably believed by it to have been
duly authorized by the Fund, provided that
7
<PAGE>
this indemnification shall not apply to actions or omissions of the
Administrator, its officers or employees in cases of its or their own bad faith,
negligence, willful misconduct or reckless disregard of its duties and
obligations under this Agreement.
The Fund will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any liability subject to the indemnification provided above. In the
event the Fund elects to assume the defense of any such suit and retain counsel,
the Administrator or any of its affiliated persons, named as defendant or
defendants in the suit, may retain additional counsel but shall bear the fees
and expenses of such counsel unless (i) the Fund shall have specifically
authorized the retaining of such counsel or (ii) the Administrator shall have
determined in good faith that the retention of such counsel is required as a
result of a conflict of interest.
The indemnification contained herein shall survive the termination of
this Agreement.
9. CONFIDENTIALITY
The Administrator agrees that, except as otherwise required by law or
in connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to the Fund or its shareholders or shareholder accounts and
will not disclose the same to any person except at the request or with the
written consent of the Fund.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Fund assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
it.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Administrator agrees that all records which it maintains for the Fund shall
at all times remain the property of the Fund, shall be readily accessible during
normal business hours, and shall be promptly surrendered upon the termination of
the Agreement or otherwise on written request. The Administrator further agrees
that all records which it maintains for the Fund pursuant to Rule 31a-1 under
the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under
the 1940 Act unless any such records are earlier surrendered as provided above.
Records shall be surrendered in usable machine-readable form.
11. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Fund are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others. The Administrator shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or authorized by the Fund from
time to time, have no authority to act or represent the Fund in any way or
otherwise be deemed an agent of the Fund.
12. TERM, TERMINATION AND AMENDMENT
This Agreement shall become effective as of the date first above
written. The Agreement shall remain in effect with respect to the Fund unless
terminated by either party on sixty (60) days' prior written notice.
Termination of this Agreement with respect to any given Investment Fund shall in
no way affect the continued validity of this Agreement with respect to any other
Investment Fund. Upon
8
<PAGE>
termination of this Agreement, the Fund shall pay to the Administrator such
compensation and any reimbursable expenses as may be due under the terms hereof
as of the date of such termination, including reasonable out-of-pocket expenses
associated with such termination. This Agreement may be modified or amended
from time to time by mutual written agreement of the parties hereto.
13. NOTICES
Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to the
Fund: , Attn: , fax:
; if to the Administrator: State Street Bank and Trust Company,
1776 Heritage Drive, North Quincy, Massachusetts 02171, Attn: Mutual Funds
Legal Division, fax: (617) 985-2497.
14. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party hereto without
the prior consent in writing of the other party.
15. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of
the Fund and the Administrator and their respective successors and permitted
assigns.
16. ENTIRE AGREEMENT
This Agreement together with any written agreement of the parties
entered into from time to time pursuant to Section 8 contain the entire
understanding between the parties hereto with respect to the subject matter
hereof and supersede all previous representations, warranties or commitments
regarding the services to be performed hereunder whether oral or in writing.
17. WAIVER
The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed
by the waiving party.
18. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
9
<PAGE>
19. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
20. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
10
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
ST. CLAIR FUNDS, INC.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
STATE STREET BANK AND TRUST COMPANY
By:
--------------------------------
Name: Kathleen C. Cuocolo
------------------------------
Title: Senior Vice President
-----------------------------
11
<PAGE>
ADMINISTRATION AGREEMENT
ST. CLAIR FUNDS, INC.
SCHEDULE A
LISTING OF INVESTMENT FUNDS
Munder S&P 500 Index Equity Fund
Munder S&P MidCap Index Equity Fund
Munder S&P SmallCap Index Equity Fund
Munder Aggregate Bond Index Fund
Munder Foreign Equity Fund
Liquidity Plus Money Market Fund
Munder Institutional S&P 500 Index Equity Fund
Munder Institutional S&P MidCap Index Equity Fund
Munder Institutional S&P SmallCap Index Equity Fund
Munder Institutional Short Term Treasury Fund
Munder Institutional Money Market Fund
12
<PAGE>
ADMINISTRATION AGREEMENT
ST. CLAIR FUNDS, INC.
SCHEDULE B
FEES AND EXPENSES
13
<PAGE>
ADMINISTRATION AGREEMENT
ST. CLAIR FUNDS, INC.
SCHEDULE C
Notice Filing with
State Securities Administrators
AT THE SPECIFIC DIRECTION OF THE FUND, THE ADMINISTRATOR WILL PREPARE REQUIRED
DOCUMENTATION AND MAKE NOTICE FILINGS IN ACCORDANCE WITH THE SECURITIES LAWS OF
EACH JURISDICTION IN WHICH FUND SHARES ARE TO BE OFFERED OR SOLD PURSUANT TO
INSTRUCTIONS GIVEN TO THE ADMINISTRATOR BY THE FUND.
THE FUND SHALL BE SOLELY RESPONSIBLE FOR THE DETERMINATION (I) OF THOSE
JURISDICTIONS IN WHICH NOTICE FILINGS ARE TO BE SUBMITTED AND (II) THE NUMBER OF
FUND SHARES TO BE PERMITTED TO BE SOLD IN EACH SUCH JURISDICTION. IN THE EVENT
THAT THE ADMINISTRATOR BECOMES AWARE OF (A) THE SALE OF FUND SHARES IN A
JURISDICTION IN WHICH NO NOTICE FILING HAS BEEN MADE OR (B) THE SALE OF FUND
SHARES IN EXCESS OF THE NUMBER OF FUND SHARES PERMITTED TO BE SOLD IN SUCH
JURISDICTION, THE ADMINISTRATOR SHALL REPORT SUCH INFORMATION TO THE FUND, AND
IT SHALL BE THE FUND'S RESPONSIBILITY TO DETERMINE APPROPRIATE CORRECTIVE ACTION
AND INSTRUCT THE ADMINISTRATOR WITH RESPECT THERETO.
The Blue Sky services shall consist of the following:
1. Filing of Fund's Initial Notice Filings, as directed by the Fund;
2. Filing of Fund's renewals and amendments as required;
3. Filing of amendments to the Fund's registration statement where
required;
4. Filing Fund sales reports where required;
5. Payment at the expense of the Fund of all Fund Notice Filing fees;
6. Filing the Prospectuses and Statements of Additional Information and
any amendments or supplements thereto where required;
7. Filing of annual reports and proxy statements where required; and
8. The performance of such additional services as the Administrator and
the Fund may agree upon in writing.
Unless otherwise specified in writing by the Administrator, Blue Sky services by
the Administrator shall not include determining the availability of exemptions
under a jurisdiction's blue sky law. Any such determination shall be made by
the Fund or its legal counsel. In connection with the services described
herein, the Fund shall issue in favor of the Administrator a power of attorney
to submit Notice Filings on behalf of the Fund, which power of attorney shall be
substantially in the form of Exhibit I attached hereto.
14
<PAGE>
EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of August 5, 1997 that the undersigned ST.
CLAIR FUNDS, INC. with principal offices at 480 Pierce Street, Birmingham,
Michigan 48009 (individually the "Fund") makes, constitutes, and appoints STATE
STREET BANK AND TRUST COMPANY (the "Administrator") with principal offices at
225 Franklin Street, Boston, Massachusetts its lawful attorney-in-fact for it to
do as if it were itself acting, the following:
1. REGISTRATION OF FUND SHARES. The power to register shares of the Fund in
each jurisdiction in which Fund shares are offered or sold and in
connection therewith the power to prepare, execute, and deliver and file
any and all Fund applications, including without limitation, applications
to register shares, consents, including consents to service of process,
reports, including without limitation, all periodic reports, claims for
exemption, or other documents and instruments now or hereafter required or
appropriate in the judgment of the Administrator in connection with the
registration of Fund shares.
2. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney,
individuals holding the titles of Officer, Blue Sky Manager, or Senior
Blue Sky Administrator at the Administrator shall have authority to act
on behalf of the Fund with respect to item 1 above.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by the Administrator of such
termination of authority. Nothing herein shall be construed to constitute the
appointment of the Administrator as or otherwise authorize the Administrator to
act as an officer, director or employee of the Fund.
IN WITNESS WHEREOF, the Fund has caused this Agreement to be executed in its
name and on its behalf by and through its duly authorized officer, as of the
date first written above.
ST. CLAIR FUNDS, INC.
By:
----------------------
Name:
--------------------
Title:
-------------------
15
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<PAGE>
<ARTICLE> 6
<CIK> 0000746714
<NAME> MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
<SERIES>
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<NAME> MUNDER INSTITUTIONAL S&P SMALLCAP INDEX EQUITY FUND
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<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 2495422
<INVESTMENTS-AT-VALUE> 2513785
<RECEIVABLES> 17113
<ASSETS-OTHER> 20903
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2551801
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<OTHER-ITEMS-LIABILITIES> 15833
<TOTAL-LIABILITIES> 15833
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<INTEREST-INCOME> 1849
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<EXPENSES-NET> (1470)
<NET-INVESTMENT-INCOME> 6809
<REALIZED-GAINS-CURRENT> 10786
<APPREC-INCREASE-CURRENT> 18363
<NET-CHANGE-FROM-OPS> 35958
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
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<NUMBER-OF-SHARES-SOLD> 2500010
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<ACCUMULATED-NII-PRIOR> 0
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<GROSS-EXPENSE> 17084
<AVERAGE-NET-ASSETS> 2590912
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> 0.11
<PER-SHARE-DIVIDEND> 0
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<PER-SHARE-NAV-END> 10.14
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</TABLE>
