THE MUNDER FUNDS, INC.
THE MUNDER FUNDS TRUST
THE MUNDER FRAMLINGTON FUNDS TRUST
ST. CLAIR FUNDS, INC.
480 Pierce Street
Birmingham, Michigan 48009
Telephone: (800) 438-5789
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
November 20, 1998
To the Shareholders of:
The Munder Funds, Inc.
The Munder Funds Trust
The Munder Framlington Funds Trust
St. Clair Funds, Inc.
NOTICE IS HEREBY GIVEN that a joint Special Meeting of
shareholders of The Munder Funds, Inc. (the "Company"), the Munder Funds
Trust (the "Trust"), the Munder Framlington Funds Trust ("Framlington") and
St. Clair Funds, Inc. ("St. Clair"), including shares of each series of the
Company, the Trust, Framlington and St. Clair (each a "Fund" and collectively
the "Funds") will be held at the offices of Munder Capital Management at 480
Pierce Street, Birmingham, Michigan 48009, on November 20, 1998 at 10:00
(Eastern Time) for the following purposes:
1. To consider and vote on approval or disapproval of a new
Investment Advisory Agreement for each Fund on substantially
the same terms as the Prior Investment Advisory Agreement for
that Fund. (Shareholders of each Fund will vote separately
with respect to the Investment Advisory Agreement for that
Fund.)
2. To consider and vote on approval or disapproval of new
Sub-Advisory Agreements for the Framlington Funds on
substantially the same terms as the Prior Sub-Advisory
Agreements for those Funds. (Shareholders of each Framlington
Fund will vote separately with respect to the Sub-Advisory
Agreement for that Fund.)
3. To transact such other business as may properly come before
the joint Special Meeting.
The Board of Directors/Trustees has fixed the close of
business on September 30, 1998 as the Record Date for determination of
shareholders entitled to notice of, and to vote at, the meeting.
<PAGE>
EACH SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE MEETING IN
PERSON IS REQUESTED TO DATE, FILL IN, SIGN AND RETURN PROMPTLY THE ENCLOSED
FORM OF PROXY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN
THE UNITED STATES.
By Order of the Board of Directors/Trustees
Lisa A. Rosen
Secretary
October 20, 1998
<PAGE>
MUNDER FUNDS, INC.
MUNDER FUNDS TRUST
MUNDER FRAMLINGTON FUNDS TRUST
ST. CLAIR FUNDS, INC.
480 Pierce Street
Birmingham, Michigan 48009
800-438-5789
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and Notice of Joint Special Meeting with
accompanying form of proxy are being mailed to shareholders of The Munder
Funds, Inc. (the "Company"), the Munder Funds Trust (the "Trust"), the Munder
Framlington Funds Trust ("Framlington") and St. Clair Funds, Inc. ("St.
Clair"), including shares of each series of the Company, the Trust,
Framlington and St. Clair (each a "Fund" and collectively the "Funds"), on or
about October 20, 1998. They are being furnished in connection with the
solicitation of proxies by the Directors/Trustees of the Company, the Trust,
Framlington and St. Clair for use at the joint special meeting of
shareholders on November 20, 1998, or any adjournment thereof (the "Meeting")
for the purposes set forth in the accompanying Notice of Joint Special
Meeting.
The Boards of Directors/Trustees of the Company, the Trust,
Framlington and St. Clair are recommending that shareholders consider the
following proposals:
<TABLE>
<CAPTION>
Proposal Funds Affected
- -------- --------------
<S> <C>
1. To consider and vote on approval or ALL
disapproval of new Investment
Advisory Agreements on substantially
the same terms as the Prior
Investment Advisory Agreements
2. To consider and vote on approval or Munder Framlington International
dis-approval of new Sub-Advisory Agreements Growth Fund, Munder Framlington
on substantially the same terms as the Healthcare Fund, Munder Framlington
Prior Sub-Advisory Agreements Emerging Markets Fund, and Munder
Framlington Global Financial
Services Fund only
3. To transact such other business as may ALL
properly come before the Meeting
</TABLE>
<PAGE>
The annual reports for the Company, the Trust and Framlington
for the year ended June 30, 1998 and the annual report for St. Clair for the
year ended December 31, 1997, including audited financial statements, as well
as the semi-annual report for St. Clair for the period ended June 30, 1998,
including unaudited financial statements, have previously been sent to
shareholders and are available upon request without charge by calling the
toll-free number referenced above.
If the accompanying form of proxy is executed properly and
returned, shares represented by it will be voted at the Meeting in accordance
with the instructions on the proxy. However, if no instructions are
specified, shares will be voted in favor of the proposals. A proxy may be
revoked at any time prior to the time it is voted by written notice to the
Secretary of the Company, the Trust, Framlington or St. Clair, or by
attendance at the Meeting.
In the event that sufficient votes to approve the proposed
items for one or more of the Funds are not received by 10:00 a.m. on November
20, 1998, the persons named as proxies may propose one or more adjournments
of the Meeting for such Funds to permit further solicitation of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the
information to be provided to shareholders with respect to the reasons for
the solicitation. Any such adjournment will require an affirmative vote by
the holders of a majority of the shares present in person or by proxy and
entitled to vote at the Meeting. The persons named as proxies will vote upon
such adjournment after consideration of the best interests of all
shareholders of the affected Funds.
For purposes of determining the presence of a quorum for
transacting business at the Meeting, abstentions and broker "non-votes" (that
is, proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owner or other persons entitled to
vote shares on a particular matter with respect to which the brokers or
nominees do not have discretionary power) will be treated as shares that are
present but which have not been voted. For this reason, abstentions and
broker "non-votes" will have the effect of a "no" vote for purposes of
obtaining the requisite approval of the proposals.
Munder Capital Management has retained First Data Investors
Services Group, Inc. ("First Data") to provide proxy solicitation services
for the Funds. The costs of soliciting proxies in the accompanying form,
including the fees paid to First Data, will be borne by Munder Capital
Management and not the Funds. In addition to solicitation by mail, proxies
may be solicited by Directors/Trustees, Officers and regular employees and
agents of the Company, the Trust, Framlington and St. Clair without
compensation. Brokerage firms and others will be reimbursed for their
expenses in forwarding proxy materials to the beneficial owners and
soliciting them to execute proxies.
In order to reduce the costs of preparing, printing and
mailing the proxy materials, the notices to shareholders having more than one
account in the Funds listed under the same social security number at a single
address have been combined. The proxy cards have been coded so that each
shareholder's votes will be counted for all such accounts.
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<PAGE>
The close of business on September 30, 1998 has been fixed as
the Record Date for the determination of shareholders entitled to notice of
and to vote at the Meeting. The following shares of each class of each Fund,
$.01 par value ($.001 for St. Clair), were outstanding as of close of
business on the Record Date:
<TABLE>
<CAPTION>
Name of Fund Class A Class B Class C Class K Class Y
- ------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
THE COMPANY:
Equity Funds
Munder Micro-Cap Equity Fund 605,551 962,307 432,148 187,847 1,019,793
Munder Multi-Season Growth Fund 1,230,926 4,796,759 618,654 13,673,936 14,022,252
Munder Real Estate Equity Investment Fund 260,468 436,361 100,541 152,825 5,925,194
Munder Small-Cap Value Fund 286,376 243,195 151,979 5,275,674 4,972,028
Munder Value Fund 174,089.809 131,099.589 76,731.582 846,198.958 9,947,569.913
Munder NetNet Fund 2,481,660 2,283,273 0 0 255,311
Munder Growth Opportunities Fund 0 0 0 0 210,435
Income Funds
Munder International Bond Fund 30,766 13,481 342 7,849 5,052,917
Munder Short Term Treasury Fund 0 0 0 54,663 4,381,115
Money Market Fund
Munder Money Market Fund 25,748,133 3,920,071 2,099,106 0 95,698,037
Lifestyle Funds
Munder All-Season Aggressive Fund 17,235 23,650 0 0 4,657,365
Munder All-Season Conservative Fund 264 20,681 0 0 14,258
Munder All-Season Moderate Fund 29,116 16,411 0 0 180,608
THE TRUST:
Equity Funds
Munder Accelerating Growth Fund 565,028 43,760 3,325 4,964,040 5,391,568
Munder Balanced Fund 81,940 49,427 8,996 2,123,381 3,141,050
Munder Growth & Income Fund 353,531 131,030 52,253 13,804,649 2,283,526
Munder Index 500 Fund 9,011,040 6,035,358 0 7,107,331 12,459,261
Munder International Equity Fund 417,822 69,061 128,029 6,959,775 6,645,426
Munder Small Company Growth Fund 862,330 657,445 319,145 7,993,637 10,569,283
Income Funds
Munder Bond Fund 153,326 109,260 12,759 4,395,152 21,447,475
Munder Intermediate Bond Fund 745,300 145,207 8,810 36,885,978 20,992,019
Munder U.S. Government Income Fund 276,592 265,254 28,837 20,882,933 6,944,228
Munder Michigan Triple Tax-Free Bond Fund 159,225 65,342 36,369 6,112,920 100,925
Munder Tax-Free Bond Fund 211,415 68,892 4,222 17,730,810 366,255
Munder Tax-Free Intermediate Bond Fund 814,394 68,535 183 27,534,050 880,951
Money Market Funds
Munder Cash Investment Fund 130,129,050 0 0 838,179,66 2313,211,340
Munder Tax-Free Money Market Fund 63,469,325 0 0 218,264,06 222,099,917
Munder U.S. Treasury Money Market Fund 7,402,877 0 0 51,041,611 40,377,573
FRAMLINGTON:
Equity Funds
Munder Framlington Emerging Markets Fund 62,983 91,734 44,147 3,988,078 1,561,017
Munder Framlington Healthcare Fund 424,592 783,472 290,927 14,348 441,843
Munder Framlington International Growth Fund 150,106 65,432 15,522 160,297 4,949,469
Munder Framlington Global Financial Services 0 0 0 0 234,390
Fund
ST. CLAIR:
Liquidity Plus Money Market Fund 67,572,012 N/A N/A N/A N/A
Institutional S&P 500 Index Equity Fund 5,442,043 N/A N/A N/A N/A
Institutional S&P MidCap Index Equity Fund 979,731 N/A N/A N/A N/A
</TABLE>
As of the Record Date, the aggregate ownership of Fund shares
by all the Directors/Trustees and officers of the Company, the Trust,
Framlington and St. Clair, as a group, and the percentage of outstanding
shares represented by such amounts, were as follows (Class Y unless otherwise
indicated): 12,332 shares of the Munder Small Company Growth Fund which
represented less than 1% of the outstanding shares of that class; 11,254
shares of the Munder Index 500 Fund which represented less than 1% of the
outstanding shares of that class; 11,929 shares of the Munder Multi-Season
Growth Fund which represented less than 1% of the outstanding shares of that
class; 13,455 shares of the Munder Real Estate Equity Investment
-3-
<PAGE>
Fund which represented less than 1% of the outstanding shares of that class;
1,523,534 shares of the Munder Money Market Fund which represented 1.70% of
the outstanding shares of that class; 16,220 shares of the Munder Value Fund
which represented less than 1% of the outstanding shares of that class; 6,130
shares of the Munder NetNet Fund which represented 2.40% of the outstanding
shares of that class; 22,621 shares of the Munder Micro-Cap Equity Fund which
represented 2.22% of the outstanding shares of that class; 31,518 shares of
the Munder Small-Cap Value Fund which represented less than 1% of the
outstanding shares of that class; 5,002 shares of the Munder Growth
Opportunities Fund which represented less than 1% of the outstanding shares
of that class; 15,290 shares of the Munder Framlington International Growth
Fund which represented less than 1% of the outstanding shares of that class;
16,554 shares of the Munder Framlington Emerging Markets Fund which
represented 1.05% of the outstanding shares of that class; 33,233 shares of
the Munder Cash Investment Fund which represented less than 1% of the
outstanding shares of that class; 6,375 shares of the Munder All-Season
Conservative Fund which represented 44.72% of the outstanding shares of that
class; 30,475 shares of the Munder All-Season Aggressive Fund which
represented 6.54% of the outstanding shares of that class; 286 shares of the
Munder Framlington Healthcare Fund which represented less than 1% of the
outstanding shares of that class; 2,360 shares of the Munder Tax-Free Money
Market Fund which represented less than 1% of the outstanding shares of that
class; 2,131 shares of the Munder U.S. Government Income Fund which
represented less than 1% of the outstanding shares of that class; and, 1,742
shares of the Munder NetNet Fund Class A shares which represented less than
1% of the outstanding shares of that class.
Lee P. Munder and Terry H. Gardner are administrators of a
pension plan for employees of Munder Capital Management, which as of the
Record Date owned the following Class Y shares: 9,017 shares of the Munder
Framlington Healthcare Fund which represented 2.0% of the outstanding Class Y
shares of the Fund; 9,560 shares of the Munder Framlington Emerging Markets
Fund which represented 0.6% of the outstanding Class Y shares of the Fund;
20,147 shares of the Munder Framlington International Growth Fund which
represented 0.4% of the outstanding Class Y shares of the Fund; 11,896 shares
of the Munder NetNet Fund which represented 4.7% of the outstanding Class Y
shares of the Fund; 49,974 shares of the Munder Multi-Season Growth Fund
which represented 0.3% of the outstanding Class Y shares of the Fund; 51,536
shares of the Munder All-Season Moderate Fund which represented 28.5% of the
outstanding Class Y shares of the Fund; 5,447 shares of the Munder Micro-Cap
Equity Fund which represented 0.5% of the outstanding Class Y shares of the
Fund; 19,427 shares of the Munder Small-Cap Value Fund which represented 0.3%
of the outstanding Class Y shares of the Fund; 42,686 shares of the Munder
International Bond Fund which represented 0.8% of the outstanding Class Y
shares of the Fund; 35,659 shares of the Munder Value Fund which represented
0.3% of the outstanding Class Y shares of the Fund; 21,683 shares of the
Munder Real Estate Equity Investment Fund which represented 0.3% of the
outstanding Class Y shares of the Fund; 43,774 shares of the Munder Bond Fund
which represented 0.2% of the outstanding Class Y shares of the Fund; 12,550
shares of the Munder International Equity Fund which represented 0.1% of the
outstanding Class Y shares of the Fund; 12,201 shares of the Munder Small
Company Growth Fund which represented 0.1% of the outstanding Class Y shares
of the
-4-
<PAGE>
Fund; and, 17,148 shares of the Munder Accelerating Growth Fund which
represented 0.3% of the outstanding Class Y shares of the Fund.
Munder Capital Management and affiliates of Munder Capital
Management, through common ownership, owned beneficially the following number
and percentage of outstanding shares (Class Y shares unless otherwise
indicated): 11,492 shares of the Munder Multi-Season Growth Fund which
represented less than 1% of the outstanding shares of that class; 47,585
shares of the Munder NetNet Fund which represented 18.64% of the outstanding
shares of that class; 7,874 shares of the Munder All-Season Conservative Fund
which represented 55.23% of the outstanding shares of that class; 6,681
shares of the Munder All-Season Moderate Fund which represented 3.70% of the
outstanding shares of that class; and 2,154,030 shares of the Munder Money
Market Fund which represented 2.51% of the outstanding shares of that class.
Munder Capital Management, on behalf of its clients, owned the
following number and percentage of outstanding Fund shares as of the Record
Date:
<TABLE>
<CAPTION>
Name of Fund and Class Number of Shares Percentage
<S> <C> <C>
Accelerating Growth Fund Class K 4,108 less than 1%
Accelerating Growth Fund Class Y 1,799 96.2%
Balanced Fund Class K 2,978 less than 1%
Balanced Fund Class Y 45,411 1.3%
Bond Fund Class K 103,624 2.3%
Bond Fund Class Y 19,296,584 89.6%
Michigan Triple Tax-Free Bond Fund Class K 5,186 less than 1%
Michigan Triple Tax-Free Bond Fund Class Y 42,453 42%
Growth & Income Fund Class A 3,039 less than 1%
Growth & Income Fund Class K 77,542 less than 1%
Growth & Income Fund Class Y 568,969 23%
International Equity Fund Class K 73,588 1.0%
International Equity Fund Class Y 5,409,611 81.3%
Small Company Growth Fund Class A 45,261 3.4%
Small Company Growth Fund Class K 103,051 1.3%
Small Company Growth Fund Class Y 6,479,987 60.5%
Intermediate Bond Fund Class A 16,077 2.2%
Intermediate Bond Fund Class K 184,810 less than 1%
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
Name of Fund and Class Number of Shares Percentage
<S> <C> <C>
Intermediate Bond Fund Class Y 14,398,926 66.3%
Tax-Free Bond Fund Class K 148,095 less than 1%
Tax-Free Bond Fund Class Y 19,997 less than 5.5%
Real Estate Equity Investment Fund Class A 10,468 1.9%
Real Estate Equity Investment Fund Class K 11,322 7.4%
Real Estate Equity Investment Fund Class A 5,794,500 97.6%
Multi-Season Growth Fund Class A 98,874 7.3%
Multi-Season Growth Fund Class K 225,953 1.7%
Multi-Season Growth Fund Class Y 9,950,294 70.3%
Tax-Free Intermediate Bond Fund Class A 5,528 less than 1%
Tax-Free Intermediate Bond Fund Class K 102,979 less than 1%
Tax-Free Intermediate Bond Fund Class Y 244,553 27.8%
U.S. Government Income Fund Class A 3,768 1.4%
U.S. Government Income Fund Class K 9,237 less than 1%
U.S. Government Income Fund Class Y 5,337,974 74.6%
Value Fund Class A 100,979 31.5%
Value Fund Class K 118,197 15.8%
Value Fund Class Y 9,388,465 92.4%
Index 500 Class K 45,067 less than 1%
Index 500 Class Y 2,739,934 less than 1%
All-Season Aggressive Fund Class Y 4,517,857 97%
All-Season Moderate Fund Class Y 158,500 87.8%
Framlington International Growth Fund Class A 97,326 64.8%
Framlington International Growth Fund Class K 82,886 51.7%
Framlington International Growth Fund Class Y 4,821,525 97.1%
Emerging Markets Fund Class Y 1,066,697 67.7%
Healthcare Fund Class A 13,699 3.2%
Healthcare Fund Class Y 422,866 95.7%
Framlington Global Financial Services Fund Class Y 232,311 99.1%
Growth Opportunities Fund Class Y 159,324 75.7%
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
Name of Fund and Class Number of Shares Percentage
<S> <C> <C>
Micro-Cap Fund Class A 12,932 2.1%
Micro-Cap Fund Class K 24,202 12.9%
Micro-Cap Fund Class Y 896,417 87.9%
NetNet Fund Class A 7,356 less than 1%
NetNet Fund Class Y 152,815 59.9%
Small-Cap Value Fund Class K 88,754 1.7%
Small-Cap Value Fund Class Y 4,259,513 82.8%
International Bond Fund Class K 4,964 63.3%
International Bond Fund Class Y 5,034,122 99.6%
Short Term Treasury Fund Class Y 4,156,974 94.9%
Cash Investment Fund Class Y 4,492 less than 1%
Money Market Fund Class Y 85,859,393 100%
</TABLE>
The persons who owned beneficially or had the right to vote 5%
or more of the outstanding shares of the Funds as of the record date are
identified in Appendix C.
The presence in person or by proxy of the holders of a
majority of the outstanding shares of a Fund is required to constitute a
quorum at the Meeting. Approval of a New Investment Advisory Agreement or
Sub-Advisory Agreement with respect to a Fund, as set forth in Proposals I
and II, respectively, will require the affirmative vote of the holders of the
lesser of either (1) 67% or more of that Fund's shares present at the Meeting
if the holders of more than 50% of the outstanding shares of the Fund are
present or represented by proxy or (2) more than 50% of the outstanding Fund
shares ("1940 Act Majority").
The Company, the Trust, Framlington and St. Clair are not
required to hold annual shareholder meetings, although special meetings may
be called from time to time. Shareholder proposals to be presented at any
subsequent meeting of shareholders must be received at the office of the
Company, the Trust, Framlington or St. Clair within a reasonable time before
the proxy solicitation is made.
I. APPROVAL OR DISAPPROVAL OF NEW INVESTMENT
ADVISORY AGREEMENTS
Munder Capital Management ("MCM" or the "Investment Adviser")
currently serves as investment adviser of each of the Funds pursuant to
investment advisory agreements dated July 2, 1998, between the Investment
Adviser and the Company, the Trust, Framlington and St. Clair on behalf of
each Fund. MCM is organized as a Delaware general partnership. Prior to July
2, 1998, the general partnership interest in MCM was owned by Old MCM, Inc.
(44%), WAM Holdings, Inc. (44%) and Munder Group L.L.C. (12%). WAM Holdings,
Inc. is
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<PAGE>
wholly-owned by Comerica Incorporated. Mr. Lee P. Munder, Chairman of MCM,
owned 83% of Old MCM, Inc. (representing a 36% indirect interest in MCM) and
68% of Munder Group L.L.C. (representing an 8% indirect interest in MCM). Mr.
Munder, through his ownership interest in Old MCM, Inc. and Munder Group
L.L.C., owned or controlled approximately 44% of MCM. Employees of MCM owned
the remaining 12% of MCM. On July 2, 1998, Comerica Incorporated, through a
subsidiary, WAM Holdings II, Inc. purchased 85% of Old MCM, Inc.'s interest
in MCM (representing a 37.4% interest in MCM) and 85% of Mr. Munder's
interest in Munder Group L.L.C. (representing a 6.9% interest in MCM) (the
"Transaction"). As a result, Comerica Incorporated owns or controls
approximately 88% of the partnership interests in MCM. Consummation of the
Transaction may have constituted an "assignment" (as defined in the 1940 Act)
of each of the prior investment advisory agreements (the "Prior Investment
Advisory Agreements"), and therefore terminated each agreement in accordance
with its terms. The Investment Adviser proposed to the Board of
Directors/Trustees that the Company, the Trust, Framlington and St. Clair
enter into new investment advisory agreements on behalf of each Fund with the
Investment Adviser to take effect upon the closing of the Transaction.
At meetings held on April 7 and May 5, 1998, the Boards met to
consider the Transaction and its anticipated effect on the Investment Adviser
organization and investment advisory arrangements for the Funds. The
Directors/Trustees, including the Directors/Trustees who are not parties to
the Prior Investment Advisory Agreements or the New Investment Advisory
Agreements (as defined below) or interested persons (as defined in the 1940
Act) of any such party (the "Independent Directors/Trustees"), unanimously
approved, subject to the required shareholder approval described herein,
proposed new investment advisory agreements (the "New Investment Advisory
Agreements") with the Investment Adviser, on behalf of each of the Funds, and
recommended approval of the New Investment Advisory Agreements by the Funds'
shareholders. A form of the New Investment Advisory Agreements is attached as
Exhibit A.
The Investment Adviser has represented to the Board of
Directors/Trustees that the Transaction would not result in any material
change to advisory services provided to the Funds, and that, subject to
approval of the New Investment Advisory Agreements by shareholders, the
Transaction was not expected to materially affect the level or quality of
advisory services provided to the Funds, and that the same personnel who
currently render such services to the Funds would continue to do so after the
Transaction.
1940 Act Considerations
Section 15(a) of the 1940 Act prohibits any person from serving as an
investment adviser to a registered investment company except pursuant to a
written contract that has been approved by the shareholders of the company.
Section 15(a) also provides, as did the Prior Investment Advisory Agreements
pursuant to Section 15(a), for the automatic termination of such agreements
upon their assignment. An assignment is deemed to include any change of
control of the investment adviser. In order for the Investment Adviser to
continue to provide investment advisory services to the Funds, therefore, the
shareholders of each Fund must approve that Fund's New Investment Advisory
Agreement.
-8-
<PAGE>
Due to insufficient time to obtain consent of the Funds' shareholders
prior to the closing of the Transaction, the Company, the Trust, Framlington,
St. Clair and the Investment Adviser have obtained an order from the
Securities and Exchange Commission exempting them from compliance with
Section 15(a) of the 1940 Act pending approval of the New Investment Advisory
Agreements by each Fund's shareholders. The order permitted the New
Investment Advisory Agreements to go into effect without shareholder approval
and allow the Investment Adviser to collect fees with respect to each Fund at
the rates specified in the New Investment Advisory Agreements commencing on
July 2, 1998. Fees paid by the Funds under the New Investment Advisory
Agreements will be held in an interest-bearing escrow account pending
shareholder approval, which, pursuant to the terms of the order, must be
obtained no later than November 30, 1998.
If the shareholders of any Fund do not approve that Fund's New
Investment Advisory Agreement, any amounts held in escrow under the New
Investment Advisory Agreement of the relevant Fund will be returned to that
Fund.
In addition, the Company, the Trust, Framlington and St. Clair intend
to conform with the provisions of Section 15(f) of the 1940 Act, which
provides, in pertinent part, that an investment adviser may receive any
amount or benefit in connection with a sale of such investment adviser which
results in an assignment of an investment advisory contract if (1) for a
period of three years after the time of such event, 75% of the members of the
board of directors of the investment company which it advises are not
"interested persons" (as defined in the 1940 Act) of the new or old
investment adviser; and (2) there is no "unfair burden" imposed on the
investment company as a result of the transaction.
The New and the Prior Investment Advisory Agreements
The Prior Investment Advisory Agreements for the Funds were
last approved by the Board of Directors/Trustees on May 5, 1998.
If the New Investment Advisory Agreements are approved by
shareholders, the Investment Adviser would continue to serve as investment
adviser to each Fund. The terms and conditions of the New Investment Advisory
Agreements are identical in all material respects to those of the Prior
Investment Advisory Agreements, with the exception of their effective dates
and termination dates and the escrow arrangements described above. Each of
the New Investment Advisory Agreements, if approved by the vote of the
holders of a majority of the outstanding shares of the relevant Fund (as
defined in the 1940 Act), will continue in effect for a two-year period from
July 2, 1998, and thereafter from year to year, subject to approval annually
by the Board of Directors/Trustees of the Company, the Trust, Framlington or
St. Clair, as the case may be, or by the vote of a 1940 Act Majority of the
outstanding shares of that Fund, and also, in either event, approval by a
majority of the Independent Directors/Trustees. Each New Investment Advisory
Agreement may be terminated, without penalty, on 60 days' written notice by
the Board of Directors/Trustees, or by vote of holders of a 1940 Act Majority
of the relevant
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<PAGE>
Fund's shares, or upon 90 days' written notice by the Investment Adviser.
Each New Investment Advisory Agreement will also terminate automatically in
the event of its assignment.
Under the New Investment Advisory Agreements, as under the
Prior Investment Advisory Agreements, the Investment Adviser will furnish
continuing investment supervision to the Funds and will be responsible for
the management of the Funds' portfolios. The responsibility for making
decisions to buy, sell or hold a particular security will rest with the
Investment Adviser, subject to review by the Board of Directors/Trustees. The
Investment Adviser will furnish office space, equipment and personnel in
connection with the performance of its investment management
responsibilities.
Like the Prior Investment Advisory Agreements, the New
Investment Advisory Agreements provide that the Investment Adviser shall have
no liability to the Funds or any shareholder of any Fund for any error of
judgment, mistake of law, or any loss arising out of any investment or other
act or omission in the performance by the Investment Adviser of its duties
under the agreement, except for any liability, loss or damage resulting from
willful misfeasance, bad faith or gross negligence on the Investment
Adviser's part or reckless disregard of its duties under the agreement.
Advisory Fees
Pursuant to the New Investment Advisory Agreements, the
respective Funds will pay the Investment Adviser monthly fees based on assets
as set forth below:
<TABLE>
<CAPTION>
Fee Rate Fund
-------- ----
<S> <C>
1.25% of average daily net assets Framlington Emerging Markets Fund
1.00% of the first $500 million of average Multi-Season Growth Fund daily net
assets and .75% of net assets in excess of
$500 million
1.00% of the first $250 million of average Framlington International Growth
Fund daily net assets and .75% of net assets Framlington Healthcare Fund
in excess of $250 million
1.00% of average daily net assets Micro-Cap Equity Fund
NetNet Fund
.75% of average daily net assets Accelerating Growth Fund
Framlington Global Financial Services Fund
Growth & Income Fund
Growth Opportunities Fund
International Equity Fund
Small-Cap Value Fund
Small Company Growth Fund
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Fee Rate Fund
-------- ----
<S> <C>
.74% of average daily net assets Real Estate Equity Investment Fund
Value Fund
.65% of average daily net assets Balanced Fund
.50% of average daily net assets Bond Fund
Intermediate Bond Fund
International Bond Fund
U.S. Government Income Fund
Michigan Triple Tax-Free Bond Fund
Tax-Free Bond Fund
Tax-Free Intermediate Bond Fund
.40% of average daily net assets Money Market Fund
.35% of average daily net assets All-Season Conservative Fund
All-Season Moderate Fund
All-Season Aggressive Fund
Liquidity Plus Money Market Fund
Cash Investment Fund
Tax-Free Money Market Fund
U.S. Treasury Money Market Fund
.25% of average daily net assets Short Term Treasury Fund
.20% of the first $250 million of Index 500 Fund
average daily net assets,
0.12% of the next $250 million of
net assets and .07% of net assets in
excess of $500 million
.15% of average daily net assets Institutional S&P MidCap Index Equity Fund
.07% of average daily net assets Institutional S&P 500 Index Equity Fund
</TABLE>
For the fiscal year ended June 30, 1998 (and for the period
from commencement of operations to June 30, 1998 for the Framlington Global
Financial Services Fund and Growth Opportunities Fund), the Investment
Adviser received fees after any waivers of $1,451,332 for the Accelerating
Growth Fund; $524,133 for the Balanced Fund; $1,900,685 for the Growth &
Income Fund, $884,003 for the Index 500 Fund; $1,628,425 for the
International Equity Fund; $3,045,349 for the Small Company Growth Fund;
$1,116,093 for the Bond Fund, $2,770,357 for the Intermediate Bond Fund;
$1,386,132 for the U.S. Government Income Fund; $261,589 for the Michigan
Triple Tax-Free Bond Fund; $1,107,292 for the Tax-Free Bond Fund; $1,542,255
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<PAGE>
for the Tax-Free Intermediate Bond Fund; $3,750,786 for the Cash Investment
Fund; $1,075,987 for the Tax-Free Money Market Fund; $470,094 for the U.S.
Treasury Money Market Fund; $6,169,411 for the Multi-Season Growth Fund;
$612,857 for the Real Estate Equity Investment Fund; $454,600 for the Money
Market Fund; $1,066,142 for the Value Fund; $516,840 for the Framlington
International Growth Fund, $554,427 for the Framlington Emerging Markets
Fund; $143,897 for the Framlington Healthcare Fund; $304,989 for the
Micro-Cap Equity Fund; $280,117 for the Mid-Cap Growth Fund; $1,028,013 for
the Small-Cap Value Fund; $135,827 for the Short Term Treasury Fund; $253,258
for the International Bond Fund; $62,684 for the NetNet Fund, $302 for the
Framlington Global Financial Services Fund; and, $193 for the Growth
Opportunities Fund.
For the fiscal year ended June 30, 1998, the Investment
Adviser voluntarily waived advisory fees and/or reimbursed expenses in the
amounts of: $421,846 for the Index 500 Fund; $75,264 for the Micro-Cap Equity
Fund; $1,214,795 for the Multi-Season Growth Fund; $110,473 for the
Framlington Emerging Markets Fund; $112,541 for the Framlington Healthcare
Fund; $105,456 for the Framlington International Growth Fund; $62,711 for the
Short Term Treasury Fund; $33,890 for the NetNet Fund; and, $2 for the Growth
Opportunities Fund.
For the fiscal year ended December 31, 1997, the Investment
Adviser received fees after waivers of $52,118 for the Liquidity Plus Money
Market Fund; $7,005 for the Institutional S&P 500 Index Fund; and $1,554 for
the Institutional S&P MidCap Index Equity Fund. For the same period, the
Investment Adviser voluntarily waived advisory fees and/or reimbursed
expenses in the amounts of $53,427 for the Institutional S&P 500 Index Fund;
and, $38,346 for the Institutional S&P MidCap Index Equity Fund.
Pursuant to a sub-advisory agreement with the Investment
Adviser, Framlington Overseas Investment Management Limited (the
"Sub-Adviser") provides sub-advisory services to the Framlington Funds and is
responsible for the management of each Fund's portfolio, including all
decisions regarding purchases and sales of portfolio securities with respect
to the Framlington International Growth Fund, the Framlington Healthcare Fund
and the Framlington Emerging Markets Fund and is responsible for decisions
regarding purchases and sales of international portfolio securities with
respect to the Framlington Global Financial Services Fund. For its services
with regard to the Framlington International Growth Fund and the Framlington
Healthcare Fund, the Investment Adviser pays the Sub-Adviser a monthly fee
equal on an annual basis of up to 0.50% of each Fund's average daily net
assets up to $250 million, reduced to up to 0.375% of each Fund's average
daily net assets in excess of $250 million. For its services with regard to
the Framlington Emerging Markets Fund, the Investment Adviser pays the
Sub-Adviser a monthly fee equal on an annual basis of up to 0.625% of the
Fund's average daily net assets. For its services with regard to the
Framlington Global Financial Services Fund, the Investment Adviser pays the
Sub-Adviser a monthly fee equal on an annual basis of up to 0.375% of the
Fund's average daily net assets. See Proposal II.
Shareholders should refer to Exhibit A for the complete terms
of the New Investment Advisory Agreements.
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<PAGE>
In the event that shareholders of a Fund do not approve the
New Investment Advisory Agreement for that Fund, the Directors/Trustees could
seek to obtain for that Fund interim advisory services from the Investment
Adviser or from another advisory organization. Thereafter, the
Directors/Trustees would either negotiate a new investment advisory agreement
with an advisory organization selected by the Directors/Trustees or make
other appropriate arrangements, in either event subject to approval by the
shareholders of that Fund.
Information Regarding the Investment Adviser
The Investment Adviser is a Delaware general partnership with
principal offices at 480 Pierce Street, Birmingham, Michigan 48009. The
general partners of the Investment Adviser are WAM Holdings, Inc., WAM
Holdings II, Inc., Old MCM, Inc. and Munder Group, L.L.C. Old MCM, Inc. and
Munder Group, L.L.C. have offices at the same address as the Investment
Adviser. WAM Holdings, Inc. and WAM Holdings II, Inc. have offices at 500
Woodward Avenue, 33rd Floor, Detroit, Michigan 48275-3391, and are
wholly-owned subsidiaries of Comerica Bank which, in turn, is a wholly-owned
subsidiary of Comerica Incorporated, a publicly-held bank holding company.
Employees of the Investment Adviser may acquire partnership interests in the
Investment Adviser through Munder Group, L.L.C., organized for that purpose.
Banking laws and regulations, including the Glass-Steagall Act
as presently interpreted by the Board of Governors of the Federal Reserve
System, prohibit a bank holding company registered under the Federal Bank
Holding Company Act of 1956 or any bank or non-bank affiliate thereof from
sponsoring, organizing, controlling or distributing the shares of a
registered open-end investment company continuously engaged in the issuance
of its shares, and prohibit banks generally from underwriting securities.
However, a holding company or affiliate, and banks generally, can act as
adviser to an investment company and can purchase shares of an investment
company as agent for and upon the order of customers. The Investment Adviser
believes that it may perform the services contemplated by the New Investment
Advisory Agreement without violating these banking laws or regulations.
However, future changes in legal requirements relating to the permissible
activities of banks and their affiliates, as well as future interpretations
of current requirements, could prevent the Investment Adviser from continuing
to perform investment advisory services for the Funds. If the Investment
Adviser were prohibited from performing investment advisory services for the
Funds, it is expected that the Board of Directors/Trustees would select
another qualified firm. Any new advisory agreement would be subject to
shareholder approval.
The Evaluation By the Board of Directors/Trustees
The Board of Directors/Trustees has determined that, by
approving the New Investment Advisory Agreements on behalf of the Funds, the
Funds can best assure themselves that services currently provided by the
Investment Adviser will continue to be provided without interruption.
At meetings held on April 7, 1998 and May 5, 1998, the
Directors/Trustees considered information with respect to whether the New
Investment Advisory Agreements with
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<PAGE>
the Investment Adviser were in the best interests of the Funds and their
shareholders. The Directors/Trustees considered, among other factors,
representations by the Investment Adviser that the Transaction would not
materially affect the investment advisory operations of the Investment
Adviser or the level or quality of advisory services provided to the Funds;
that, subject to Board and shareholder approval, the same personnel at the
Investment Adviser who provide services to the Funds would continue to do so
after the Transaction; that the Funds' advisory fees would not change as a
result of the Transaction; and that the Funds would not be subjected to any
unfair burden as a result of the Transaction. The Directors/Trustees also
considered the terms of the Transaction, and the resulting differences in the
ownership and control of the Investment Adviser. The Directors/Trustees also
considered, as they have in the past, the nature and quality of services
expected to be provided by the Investment Adviser and information regarding
fees, expense ratios, performance and profitability. In evaluating the
Investment Adviser's ability to provide services to the Company, the
Directors/Trustees considered information as to the Investment Adviser's
business organization, financial resources and personnel and other matters,
including the continuing interests of Comerica Incorporated, and Mr. Munder
and employees in the Investment Adviser.
Based upon its review, the Board of Directors/Trustees
concluded that the New Investment Advisory Agreements with the Investment
Adviser are reasonable, fair and in the best interests of the Funds and their
shareholders, and that the fees provided in the New Investment Advisory
Agreements are fair and reasonable in light of the usual and customary
charges made by others for services of the same nature and quality.
Accordingly, after consideration of the above factors, and such other factors
and information as it deemed relevant, the Board of Directors/Trustees,
including all of the Independent Directors/Trustees, unanimously approved the
New Investment Advisory Agreements and voted to recommend their approval by
the Funds' shareholders.
The Board of Directors/Trustees recommend that the
shareholders of each Fund vote FOR approval of the New Investment Advisory
Agreements with respect to that Fund.
II. APPROVAL OR DISAPPROVAL OF NEW SUB-ADVISORY
AGREEMENTS FOR FRAMLINGTON
Pursuant to sub-advisory agreements with the Investment
Adviser, Framlington Overseas Investment Management Limited (the
"Sub-Adviser") provides sub-advisory services to the Framlington Funds and is
responsible for the management of each Fund's portfolio, including all
decisions regarding purchases and sales of portfolio securities. In the case
of Munder Framlington Global Financial Services Fund, the Investment Adviser
is responsible for the selection of securities of U.S. issuers, and the
Sub-Adviser is responsible for the selection of securities of foreign
issuers. As discussed above under Proposal I, the Transaction may have
resulted in a change of control of the Investment Adviser which may have
constituted an "assignment" (as defined in the 1940 Act) of these
sub-advisory agreements (the "Prior Sub-Advisory Agreements"). As required by
the 1940 Act, the Prior Sub-Advisory Agreements
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<PAGE>
provided for their automatic termination in the event of an assignment. It
was proposed to the Board of Trustees of Framlington (the "Board") that
Framlington enter into new sub-advisory agreements with the Adviser and
Sub-Adviser to take effect upon the day of the Transaction.
On April 7, and May 5, 1998, the Board met to consider the
Transaction and its effect on the Munder organization and investment
management arrangements for Framlington. The Trustees of Framlington,
including the Independent Trustees, unanimously approved, subject to the
required shareholder approval described herein, proposed new sub-advisory
agreements between the Investment Adviser and the Sub-Adviser (the "New
Sub-Advisory Agreements") for the Framlington Funds, and recommended approval
of the New Sub-Advisory Agreements by the shareholders. A form of the New
Sub-Advisory Agreements is attached as Exhibit B.
Due to insufficient time to obtain consent of the Funds'
shareholders prior to the closing of the Transaction, Framlington, the
Investment Adviser and the Sub-Adviser obtained an order from the Securities
and Exchange Commission exempting them from compliance with Section 15(a) of
the 1940 Act pending approval of the New Sub-Advisory Agreements by each
Fund's shareholders. The requested order permitted the New Sub-Advisory
Agreements to go into effect without shareholder approval and allows the
Sub-Adviser to collect fees with respect to each Fund at the rates specified
in the New Sub-Advisory Agreements commencing on July 2, 1998. Fees paid by
the Investment Adviser under the New Sub-Advisory Agreements will be held in
an interest-bearing escrow account pending shareholder approval, which,
pursuant to the terms of the application, must be obtained no later than
November 30, 1998.
If the shareholders of any Fund do not approve that Fund's New
Sub-Advisory Agreement, any amounts held in escrow under the New Sub-Advisory
Agreement of the relevant Fund will be returned to the Investment Adviser or
paid to the Fund if the New Investment Advisory Agreements discussed in
Proposal I are not approved. In addition, if the shareholders of any Fund do
not approve the New Sub-Advisory Agreement for that Fund and the Transaction
is consummated, the Board of Trustees of Framlington and the Investment
Adviser may seek to obtain alternative sub-advisory services for that Fund,
either from the Sub-Adviser or from another advisory organization, subject to
approval by the shareholders of that Fund.
The terms and conditions of each New Sub-Advisory Agreement
are substantially identical to those of the Prior Sub-Advisory Agreement. As
discussed in Proposal II, each New Sub-Advisory Agreement became effective on
July 2, 1998 and, subject to shareholder approval, will continue in effect
for an initial two-year term and thereafter from year to year, subject to
approval annually by the Board or by vote of a 1940 Act Majority of the
outstanding shares of the relevant Fund and also, in either event, approval
by a majority of the Independent Trustees at a meeting called for the purpose
of voting on such approval. Like the Prior Sub-Advisory Agreements, the New
Sub-Advisory Agreements provide that they will terminate automatically in the
event of their assignment and that they may be terminated by Framlington on
behalf of a Fund, the Investment Adviser or the Sub-Adviser on 60 days'
written notice, provided that termination by Framlington on behalf of a Fund
is approved by the vote of a majority of Framlington's Board of Trustees or
by the vote of a 1940 Act Majority of the outstanding shares of the relevant
Fund.
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<PAGE>
Like the Prior Sub-Advisory Agreements for Munder Framlington
International Growth Fund and Munder Framlington Healthcare Fund, the New
Sub-Advisory Agreements for those Funds each provides that the Investment
Adviser will pay the Sub-Adviser a monthly fee equal on an annual basis of up
to 0.50% of the Fund's average daily net assets up to $250 million, reduced
to up to 0.375% of each Fund's average daily net assets in excess of $250
million. Like the Prior Sub-Advisory Agreement for Munder Framlington
Emerging Markets Fund, the New Sub-Advisory Agreement provides that the
Investment Adviser will pay the Sub-Adviser a fee equal on annual basis of up
to 0.675% of the Fund's average daily net assets. Like the Prior Sub-Advisory
Agreement for Munder Framlington Global Financial Services Fund, the New
Sub-Advisory Agreement provides that the Investment Adviser will pay the
Sub-Adviser a fee equal on an annual basis of up to 0.75% of the Fund's
average daily net assets. During the fiscal year ended June 30, 1998, the
Investment Adviser paid sub-advisory fees for the Framlington Funds in the
following amounts: Munder Framlington International Growth Fund $257,757,
Munder Framlington Healthcare Fund $71,144, Munder Framlington Emerging
Markets Fund $298,040 and Munder Framlington Global Financial Services Fund
$185.
The Trustees' Recommendation
At their meetings on April 7, and May 5, 1998, the Board
considered, in addition to the matters discussed above under Proposal I, the
nature and scope of services to be rendered under the New Sub-Advisory
Agreements, the performance of the Funds since commencement of operations,
the quality of the Sub-Adviser and its personnel, and the appropriateness of
the fees that are paid under the New Sub-Advisory Agreements. See Proposal
II.
Based on this review, the Board concluded that the
sub-advisory services are reasonably worth the full amount of the fee plus
any benefits that incidentally may accrue to the Sub-Adviser and that the
terms of the New Sub-Advisory Agreements are fair and reasonable.
Accordingly, the Board, including a majority of the Trustees who are not
parties to the New Sub-Advisory Agreements or interested persons of any such
party, unanimously approved the New Sub-Advisory Agreements and voted to
recommend their approval by the shareholders of each Framlington Fund.
The Board of Trustees of Framlington recommend that the
shareholders of Munder Framlington Emerging Markets Fund, Munder Framlington
Healthcare Fund, Munder Framlington International Growth Fund and Munder
Framlington Global Financial Services Fund vote FOR approval of the New
Sub-Advisory Agreement with respect to that Fund.
Other Business
Management knows of no other business to be presented at the
Meeting. If any additional matters should be properly presented, it is
intended that the enclosed proxy will be voted in accordance with the
judgment of the persons named in the proxy.
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<PAGE>
Administrator
State Street Bank and Trust Company ("State Street"), whose
principal business address is 225 Franklin Street, Boston, Massachusetts
02110, serves as administrator for the Company, the Trust, Framlington and
St. Clair pursuant to administration agreements (each, an "Administration
Agreement"). State Street has agreed to maintain office facilities for the
Company, the Trust, Framlington and St. Clair; provide accounting and
bookkeeping services for the Funds; oversee 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 SEC. 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 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.
Principal Underwriter
Pursuant to Underwriting Agreements with the Company, the
Trust, Framlington and St. Clair, Funds Distributor Inc., One Boston Place,
Boston, Massachusetts 02108 (the "Distributor") serves as principal
underwriter of the Funds' shares. The Distributor is a broker-dealer
registered with the Securities and Exchange Commission and is a member of the
National Association of Securities Dealers, Inc.
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN
THE ENCLOSED PROXY PROMPTLY
By Order of the Board of Directors/Trustees
Lisa A. Rosen
Secretary
October 20, 1998
6279612d.doc
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<PAGE>
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<PAGE>
APPENDIX A
FORM OF COMPOSITE
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made this 2nd day of July, 1998, between [The Munder
Funds, Inc., The Munder Funds Trust, St. Clair Funds, Inc. or Munder
Framlington Funds Trust] (the "Company") on behalf of each Fund
(collectively, the "Funds") set forth on Schedule A attached hereto, and
Munder Capital Management (the "Advisor"), a Delaware partnership.
WHEREAS, the Company is a [Maryland corporation] [Massachusetts
business trust] authorized to issue shares in series and is registered as an
open-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"), and each Fund is a series of the Company;
WHEREAS, the Advisor is registered as an investment advisor under
the Investment Advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, the Company wishes to retain the Advisor to render
investment advisory services to the Funds, and the Advisor is willing to
furnish such services to the Funds;
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed between the Company and the Advisor
as follows:
1. Appointment
(a) The Company hereby appoints the Advisor to act as investment
advisor to the Funds for the periods and on the terms set forth herein. The
Advisor accepts the appointment and agrees to furnish the services set forth
herein for the compensation provided herein.
(b) In the event that the Company establishes one or more portfolios
other than the Funds listed on Schedule A attached hereto, with respect to
which it desires to retain the Investment Advisor to act as investment
advisor hereunder, it shall notify the Investment Advisor in writing. If the
Investment Advisor is willing to render such services under this Agreement it
shall notify the Company in writing whereupon such portfolio shall become a
Fund hereunder and shall be subject to the provisions of this Agreement to
the same extent as the Funds named above except to the extent that said
provisions (including those relating to the compensation payable by the Fund
to the Investment Advisor) are modified with respect to such Fund in writing
by the Company and the Investment Advisor at that time.
2. Services as Investment Advisor
Subject to the general supervision and direction of the Board of
Directors of the Company, the Advisor will (a) manage the Funds in accordance
with each Fund's investment objective and policies as stated in the Fund's
Prospectus and the Statement of Additional Information filed with the
Securities and Exchange Commission, as they may be amended from time to time;
(b) make investment decisions for the Funds; (c) place purchase and sale
orders on behalf of the Funds; (d) employ professional portfolio managers and
securities analysts to provide research services to the Funds; [(e) maintain
books and records with respect to each Fund's securities transactions; and
(f) provide periodic and special reports to the Board of Directors/Trustees
of the Company, as requested.] In providing those services, the Advisor
A-1
<PAGE>
will provide the Funds with ongoing research, analysis, advice and judgments
regarding individual investments, general economic conditions and trends and
long-range investment policy. In addition, the Advisor will furnish the Funds
with whatever statistical information the Funds may reasonably request with
respect to the securities that the Funds may hold or contemplate purchasing.
The Advisor further agrees that, in performing its duties hereunder,
it will:
(a) comply with the 1940 Act and all rules and regulations
thereunder and under the Advisers Act, the Internal Revenue Code of 1986, as
amended (the "Code"), and all other applicable federal and state law and
regulations, and with any applicable procedures adopted by the Directors;
(b) use reasonable efforts to manage each Fund so that it will
qualify, and continue to qualify, as a regulated investment company under
Subchapter M of the Code and regulations issued thereunder;
(c) maintain books and records with respect to each Fund's
securities transactions, render to the Board of Directors of the Company such
periodic and special reports as the Board may reasonably request, and keep
the Directors informed of developments materially affecting each Fund's
portfolio;
(d) make available to the Funds' administrator and the Company,
promptly upon their request, such copies of its investment records and
ledgers with respect to the Funds as may be required to assist the
administrator and the Company in their compliance with applicable laws and
regulations. The Advisor will furnish the Directors with such periodic and
special reports regarding the Funds as they may reasonably request; and
(e) immediately notify the Company in the event that the Advisor or
any of its affiliates: (1) becomes aware that it is subject to a statutory
disqualification that prevents the Advisor from serving as investment advisor
pursuant to this Agreement; or (2) becomes aware that it is the subject of an
administrative proceeding or enforcement action by the Securities and
Exchange Commission or other regulatory authority. The Advisor further agrees
to notify the Company immediately of any material fact known to the Advisor
respecting or relating to the Advisor that is not contained in the Company's
Registration Statement regarding the Funds, or any amendment or supplement
thereto, but that is required to be disclosed therein, and of any statement
contained therein that becomes untrue in any material respect.
3. Documents
The Company has delivered properly certified or authenticated copies
of each of the following documents to the Advisor and will deliver to it all
future amendments and supplements thereto, if any:
(a) certified resolution of the Board of Directors of the Company
authorizing the appointment of the Advisor and approving the form of this
Agreement;
(b) the Registration Statement as filed with the Securities and
Exchange Commission and any amendments thereto; and
(c) exhibits, powers of attorneys, certificates and any and all
other documents relating to or filed in connection with the Registration
Statement described above.
A-2
<PAGE>
4. Brokerage
In selecting brokers or dealers to execute transactions on behalf of
the Funds, the Advisor will use its best efforts to seek the best overall
terms available. In assessing the best overall terms available for any Fund
transaction, the Advisor will consider all factors it deems relevant,
including, but not limited to, the breadth of the market in the security, the
price of the security, the financial condition and execution capability of
the broker or dealer and the reasonableness of the commission, if any, for
the specific transaction and on a continuing basis. In selecting brokers or
dealers to execute a particular transaction, and in evaluating the best
overall terms available, the Advisor is authorized to consider the brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934, as amended (the "1934 Act")) provided to the
Funds and/or other accounts over which the Advisor or its affiliates exercise
investment discretion. The parties hereto acknowledge that it is desirable
for the Company that the Advisor have access to supplemental investment and
market research and security and economic analysis provided by
brokers-dealers who may execute brokerage transactions at a higher cost to
the Company than may result when allocating brokerage to other brokers on the
basis of seeking the most favorable price and efficient execution. Therefore,
the Advisor may cause the Fund to pay a broker-dealer which furnishes
brokerage and research services a higher commission than that which might be
charged by another broker-dealer for effecting the same transaction, provided
that the Advisor determines in good faith that such commission is reasonable
in relation the value of the brokerage and research services provided by such
broker-dealer, viewed in terms of either the particular transaction or the
overall responsibilities of the Advisor to the Fund. It is understood that
the services provided by such brokers may be useful to the Advisor in
connection with the Advisor's services to other clients. In accordance with
Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder and subject to
any other applicable laws and regulations, the Advisor and its affiliates are
authorized to effect portfolio transactions for the Funds and to retain
brokerage commissions on such transactions.
5. Records
The Advisor agrees to maintain and to preserve for the periods
prescribed under the 1940 Act any such records as are required to be
maintained by the Advisor with respect to the Funds by the 1940 Act. The
Advisor further agrees that all records which it maintains for the Funds are
the property of the Funds and it will promptly surrender any of such records
upon request.
6. Standard of Care
The Advisor shall exercise its best judgment in rendering the
services under this Agreement. The Advisor shall not be liable for any error
of judgment or mistake of law or for any loss suffered by a Fund or the
Funds' shareholders in connection with the matters to which this Agreement
relates, provided that nothing herein shall be deemed to protect or purport
to protect the Advisor against any liability to a Fund or to its shareholders
to which the Advisor would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence on its part in the performance of
its duties or by reason of the Advisor's reckless disregard of its
obligations and duties under this Agreement. As used in this Section 6, the
term "Advisor" shall include any officers, directors, employees, or other
affiliates of the Advisor performing services with respect to a Fund.
7. Compensation
In consideration of the services rendered pursuant to this
Agreement, each Fund will pay the Advisor a fee as set forth on Schedule B
attached hereto. This fee shall be computed and accrued daily
A-3
<PAGE>
and payable monthly; however, with respect to any Fund for which the
effective date of this Agreement is prior to November 30, 1998, the fee shall
be maintained in an interest-bearing escrow account until such time as
shareholders of the Fund approve the payment of fees pursuant to this
agreement. If shareholders do not approve such payment of fees on or before
November 30, 1998, the balance in the escrow account shall be paid to the
Fund. For the purpose of determining fees payable to the Advisor, the value
of a Fund's average daily net assets shall be computed at the times and in
the manner specified in the Fund's Prospectus or Statement of Additional
Information.
8. Expenses
The Advisor will bear all expenses in connection with the
performance of its services under this Agreement. Each Fund will bear certain
other expenses to be incurred in its operation, including: taxes, interest,
brokerage fees and commissions, if any, fees of Directors of the Company who
are not officers, directors or employees of the Advisor, Securities and
Exchange Commission fees and state blue sky fees; charges of custodians and
transfer and dividend disbursing agents; the Fund's proportionate share of
insurance premiums; outside auditing and legal expenses; costs of maintenance
of the Fund's existence; costs attributable to investor services, including,
without limitation, telephone and personal expenses; charges of an
independent pricing service, costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing shareholders; costs of shareholders' reports and
meetings of the shareholders of the Fund and of the officers of Board of
Directors of the Company; and any extraordinary expenses.
9. Services to Other Companies or Accounts
The investment advisory services of the Advisor to the Funds under
this Agreement are not to be deemed exclusive, and the Advisor, or any
affiliate thereof, shall be free to render similar services to other
investment companies and clients (whether or not their investment objective
and policies are similar those of a Fund) and to engage in activities so long
as its services hereunder are not impaired thereby.
10. Duration and Termination
This Agreement shall become effective on the date of this Agreement
provided that with respect to any Fund, this Agreement shall not take effect
unless it has been approved (a) by a vote of a majority of the Board of
Directors of the Company, including a majority of those Directors who are not
"interested persons" (as defined in the 1940 Act) of any party to this
Agreement cast in person at a meeting called for the purpose of voting such
approval, and (b) by vote of a majority of that Fund's outstanding voting
securities and shall continue in effect with respect to the Fund, unless
sooner terminated as provided herein, for two years from such date and shall
continue from year to year thereafter, provided each continuance is
specifically approved at least annually by (i) the vote of a majority of the
Board of Directors of the Company or (ii) a vote of a "majority" (as defined
in the 1940 Act) of the Fund's outstanding voting securities, provided that
in either event the continuance is also approved by a majority of the Board
of Directors who are not "interested persons" (as defined in the 1940 Act) of
any party to this Agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. This Agreement is terminable with
respect to the Funds, or any Fund, without penalty, on sixty (60) days'
written notice by the Board of Directors of the Company or by vote of the
holders of a "majority" (as defined in the 1940 Act) of the shares of the
affected Funds or upon ninety (90) days' written notice by the Advisor.
Termination of this Agreement with respect to any given Fund, shall in no way
affect the continued validity of this Agreement or the performance thereunder
with
A-4
<PAGE>
respect to any other Fund. This Agreement will be terminated automatically in
the event of its "assignment" (as defined in the 1940 Act).
11. Amendment
No provision of this Agreement shall be changed, waived or
discharged or terminated orally, but only by an instrument in writing signed
by the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement with respect to any
Fund shall be effective until approved by an affirmative vote of (i) a
majority of the outstanding voting securities of that Fund, and (ii) a
majority of the Directors of the Company, including a majority of Directors
who are not "interested persons" (as defined in the 1940 Act) of any party to
this Agreement, cast in person at a meeting called for the purpose of voting
on such approval, if such approval is required by applicable law.
12. Use of Name
It is understood that the name of Munder Capital Management or any
derivative thereof or logo associated with that name is the valuable property
of the Advisor and its affiliates, and that the Company and each Fund have
the right to use such name (or derivable or logo) only so long as this
Agreement shall continue with respect to a given Fund. Upon termination of
this Agreement or upon termination of this Agreement with respect to a given
Fund, the Company and any Fund affected shall forthwith cease to use such
name (or derivable or logo) and the Company shall promptly amend its Articles
of Incorporation to change the Fund name to comply herewith.
[The words "The Munder [Framlington] Funds Trust" and "Trustees" or
"Board of Trustees" used herein refer respectively to the Trust created and
the Trustees, as trustees of the Trust but not individually or personally
acting from time to time under a Declaration of Trust dated October 30, 1996
which is hereby referred to and a copy of which is on file at the office of
the Secretary of The Commonwealth of Massachusetts and at the principal
office of the Trust. The obligations of "The Munder [Framlington] Funds
Trust" entered into the name or on behalf thereof by any of the Trustees,
officers, representatives or agents of the Trust are made not individually,
but in such capacities, and are not binding upon any of the Trustees,
shareholders, officers, representatives or agents of the Trust personally,
but bind only the Trust Property, and all persons dealing with any class of
shares of the Trust must look solely to the Trust Property belonging to such
class for the enforcement of any claims against the Trust.]
13. Miscellaneous
(a) This Agreement constitutes the full and complete agreement of
the parties hereto with respect to the subject matter hereof.
(b) Titles or captions of sections in this Agreement are inserted
only as a matter of convenience and for reference, and in no way define,
limit, extend or describe the scope of this Agreement or the intent of any
provisions thereof.
(c) This Agreement may be executed in several counterparts, all of
which together shall for all purposes constitute one Agreement, binding on
all the parties.
(d) This Agreement and the rights and obligations of the parties
hereunder shall be governed by, and interpreted, construed and enforced in
accordance with the laws of the State of Michigan.
A-5
<PAGE>
(e) If any provisions of this Agreement or the application thereof
to any party or circumstances shall be determined by any court of competent
jurisdiction to be invalid or unenforceable to any extent, the remainder of
this Agreement or the application of such provision to such person
circumstance, other than these as to which it so determined to be invalid or
unenforceable, shall not be affected thereby, and each provision hereof shall
be valid and shall be enforced to the fullest extent permitted by law.
(f) Notices of any kind to be given to the Advisor by the Company
shall be in writing and shall be duly given if mailed or delivered to the
Advisor at 480 Pierce Street, Birmingham, Michigan 48009, or at such other
address or to such individual as shall be specified by the Advisor to the
Company. Notices of any kind to be given to the Company by the Advisor shall
be in writing and shall be duly given if mailed or delivered to 480 Pierce
Street, Birmingham, Michigan 48009, or at such the address to such individual
as shall be specified by the Company to the Advisor.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers designated below on the day and year first
above written.
[THE MUNDER FUNDS, INC.
THE MUNDER FUNDS TRUST
ST. CLAIR FUNDS, INC.
MUNDER FRAMLINGTON FUNDS TRUST]
By:
----------------------------
MUNDER CAPITAL MANAGEMENT
By:
----------------------------
A-6
<PAGE>
SCHEDULE A
[Munder Funds, Inc.
Munder All-Season Aggressive Fund
Munder All-Season Conservative Fund
Munder All-Season Moderate Fund
Munder Equity Selection Fund
Munder Financial Services Fund
Munder Growth Opportunities Fund
Munder International Bond Fund
Munder Micro-Cap Equity Fund
Munder Mid-Cap Growth Fund
Munder Money Market Fund
Munder Multi-Season Growth Fund
Munder NetNet Fund
Munder Real Estate Equity Investment Fund
Munder Short Term Treasury Fund
Munder Small-Cap Value Fund
Munder Value Fund]
[Munder Funds Trust
Munder Accelerating Growth Fund
Munder Balanced Fund
Munder Bond Fund
Munder Cash Investment Fund
Munder Growth & Income Fund
Munder Index 500 Fund
Munder Intermediate Bond Fund
Munder International Equity Fund
Munder Michigan Triple Tax-Free Bond Fund
Munder Small Company Growth Fund
Munder Tax-Free Bond Fund
Munder Tax-Free Intermediate Bond Fund
Munder Tax-Free Money Market Fund
Munder U.S. Government Income Fund
Munder U.S. Treasury Money Market Fund]
[St. Clair Funds, Inc.
Munder Institutional S&P 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
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
A-7
<PAGE>
Liquidity Plus Money Market Fund]
[Munder Framlington Funds Trust
Munder Framlington Emerging Markets Fund
Munder Framlington Healthcare Fund
Munder Framlington International Growth Fund
Munder Framlington Global Financial Services Fund]
A-8
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE B
Annual Fees (as a Percentage of
[Munder Funds, Inc. Average Daily Net Assets)
<S> <C>
Munder All-Season Aggressive Fund 0.35%
Munder All-Season Conservative Fund 0.35%
Munder All-Season Moderate Fund 0.35%
[Munder Convertible Securities Fund] [0.75%]
Munder Equity Selection Fund 0.75%
Munder Financial Services Fund 0.75%
Munder Growth Opportunities Fund 0.75%
Munder International Bond Fund 0.50%
Munder Micro-Cap Equity Fund 1.00%
Munder Mid-Cap Growth Fund 0.75%
Munder Money Market Fund 0.40%
Munder Multi-Season Growth Fund 1.00% of up to $500 million
then reduced to 0.75% of
the Funds average daily
net assets in excess of $500
million
NetNet Fund 1.00%
Munder Real Estate Equity Investment Fund 0.74%
Munder Short Term Treasury Fund 0.25%
Munder Small-Cap Value Fund 0.75%
Munder Value Fund 0.75%]
[Munder Funds Trust
Munder Accelerating Growth Fund 0.75%
Munder Balanced Fund 0.65%
Munder Bond Fund 0.50%
Munder Cash Investment Fund 0.35%
Munder Growth & Income Fund 0.75%
Munder Index 500 Fund 0.20% of the first $250 million;
0.12% of the next $250 million;
0.07% of net assets in excess of
$500 million
Munder International Equity Fund 0.75%
Munder Intermediate Bond Fund 0.50%
Munder Michigan Triple Tax-Free Bond Fund 0.50%
Munder Small Company Growth Fund 0.75%
Munder Tax-Free Bond Fund 0.50%
Munder Tax-Free Intermediate Bond Fund 0.50%
Munder Tax-Free Money Market Fund 0.35%
Munder U.S. Government Income Fund 0.50%
Munder U.S. Treasury Money Market Fund 0.35%]
</TABLE>
A-9
<PAGE>
<TABLE>
<S> <C>
[St. Clair Funds, Inc.
Munder Institutional S&P 500 Index Equity Fund 0.07%
Munder Institutional S&P MidCap Index Equity Fund 0.15%
Munder Institutional S&P SmallCap Index Equity Fund 0.15%
Munder Institutional Short Term Treasury 0.20%
Munder Institutional Money Market 0.20%
Liquidity Plus Money Market Fund 0.35%
Munder S&P 500 Index Equity Fund 0.05%
Munder S&P MidCap Index Equity Fund 0.05%
Munder S&P SmallCap Index Equity Fund 0.05%
Munder Foreign Equity Fund 0.05%
Munder Aggregate Bond Index Fund 0.05%]
[Munder Framlington Funds Trust
Munder Framlington Global Financial Services Fund 0.75%
Munder Framlington Emerging Markets Fund 1.25%
Munder Framlington Healthcare Fund and 1.00% of net assets up to $250
million; Munder Framlington International Growth Fund plus 0.75% of net
assets of $250 million or
more]
A-10
<PAGE>
APPENDIX B
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT, made as of the 2nd day of July, 1998, among Munder Capital
Management (the "Advisor"), a Delaware partnership, Framlington Overseas
Investment Management Limited (the "Sub-Advisor"), a subsidiary of
Framlington Group Limited, a pubic holding company, incorporated in England
and in Wales and registered under the Investment Advisers Act of 1940, as
amended (the "Advisers Act"), and The Munder Framlington Funds Trust (the
"Trust"), a Massachusetts business trust and a diversified open-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act").
WHEREAS, the Advisor has entered into an Investment Advisory
Agreement, dated July 2, 1998 with the Trust (the "Investment Advisory
Agreement"), pursuant to which the Advisor will act as investment advisor to
the Trust;
WHEREAS, the shares of beneficial interest of the Trust are divided
into more than one separate series; and
WHEREAS, the Advisor wishes to retain the Sub-Advisor to render
investment advisory services to the portfolios of the Trust listed on
Appendix A attached hereto (the "Funds"), and the Sub-Advisor is willing to
furnish such services to the Funds;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the Trust, the Advisor and the
Sub-Advisor as follows:
1. Appointment
The Advisor hereby appoints the Sub-Advisor to act as sub-investment
advisor to the Funds for the periods and on the terms set forth herein. The
Sub-Advisor accepts the appointment and agrees to furnish the services set
forth herein for the compensation provided herein.
2. Services as Sub-Investment Advisor
Subject to the general supervision and direction of the Board of
Trustees of the Trust and the Advisor, the Sub-Advisor will (a) manage the
investments of each Fund in accordance with the Fund's investment objective
and policies as stated in the Fund's Prospectuses and the Statement of
Additional Information filed with the Securities and Exchange Commission, as
they may be amended from time to time; (b) make investment decisions for each
Fund; (c) place purchase and sale orders on behalf of each Fund; and (d)
select brokers-dealers to execute trades on behalf of the Funds.
The Sub-Advisor further agrees that, in performing its duties
hereunder, it will:
(a) comply with the 1940 Act and all rules and regulations
thereunder, the Advisers Act, the Internal Revenue Code, of 1986, as amended
(the "Code"), and all other applicable federal and state laws and
regulations, and with any applicable procedures adopted by the Trust's
Trustees as advised to the Sub-Advisor from time to time;
(b) use reasonable efforts to manage each Fund so that it will
qualify, and continue to qualify, as a regulated investment company under
Subchapter M of the Code and regulations issued thereunder;
B-1
<PAGE>
(c) maintain books and records with respect to the Funds' securities
transactions, render to the Advisor or Board such periodic and special
reports as the Board of Trustees of the Trust may reasonably request, and
keep the Advisor and the Trustees informed of developments materially
affecting the Funds' portfolios;
(d) make available to the Funds' administrator and the Trust,
promptly upon their request, such copies of the investment records and
ledgers with respect to the Funds as may be required to assist the
administrator and the Trust in their compliance with applicable laws and
regulations; and
(e) immediately notify the Trust in the event that the Sub-Advisor or
any of its affiliates: (1) becomes aware that it is subject to a statutory
disqualification that prevents the Sub-Advisor from serving as investment
advisor pursuant to this Agreement; or (2) becomes aware that it is the
subject of an administrative proceeding or enforcement action by the
Securities and Exchange Commission or other regulatory authority. The
Sub-Advisor further agrees to notify the Trust immediately of any material
fact known to the Sub-Advisor respecting or relating to the Sub-Advisor that
is not contained in the Trust's Registration Statement regarding the Funds,
or any amendment or supplement thereto, but that is required to be disclosed
therein, and of any statement contained therein that becomes untrue in any
material respect.
3. Documents
The Advisor has delivered properly certified or authenticated copies
of each of the following documents to the Sub-Advisor and will deliver to it
all future amendments and supplements thereto, if any:
(a) certified resolution of the Board of Trustees of the Trust
authorizing the appointment of the Sub-Advisor and approving the form of this
Agreement;
(b) the Registration Statement describing the Funds as filed with the
Securities and Exchange Commission and any amendments thereto; and
(c) exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration Statement
described above.
4. Brokerage
In selecting brokers-dealers to execute transactions on behalf of the
Funds, the Sub-Advisor will use its best efforts to seek the best overall
terms available. In assessing the best overall terms available for any Fund
transaction, the Sub-Advisor will consider all factors it deems relevant,
including, but not limited to, the breadth of the market in the security, the
price of the security, the financial condition and execution capability of
the broker-dealer and the reasonableness of the commission, if any, for the
specific transaction and on a continuing basis. In selecting brokers-dealers
to execute a particular transaction, and in evaluating the best overall terms
available, the Sub-Advisor is authorized to consider the brokerage and
research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934, as amended (the "1934 Act")) provided to the
Funds and/or other accounts over which the Sub-Advisor or its affiliates
exercise investment discretion. The parties hereto acknowledge that it is
desirable for the Trust that the Sub-Advisor have access to supplemental
investment and market research and security and economic analysis provided by
brokers-dealers who may execute brokerage transactions at a higher cost to
the Trust than may result when allocating brokerage to other brokers on the
basis of seeking the most favorable price and efficient execution. Therefore,
the Sub-Advisor may cause a Fund to pay a broker-dealer which furnishes
brokerage and research services a higher
B-2
<PAGE>
commission than that which might be charged by another broker-dealer for
effecting the same transaction, provided that the Sub-Advisor determines in
good faith that such commission is reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer, viewed in
terms of either the particular transaction or the overall responsibilities of
the Sub-Advisor to the Funds. It is understood that the services provided by
such brokers may be useful to the Sub-Advisor in connection with the
Sub-Advisor's services to other clients. In accordance with Section 11(a) of
the 1934 Act and Rule 11a2-2(T) thereunder and subject to any other
applicable laws and regulations, the Sub-Advisor and its affiliates are
authorized to effect portfolio transactions for the Funds and to retain
brokerage commissions on such transactions.
5. Records
The Sub-Advisor agrees to maintain and to preserve for the periods
prescribed under the 1940 Act any such records as are required to be
maintained by the Sub-Advisor with respect to the Funds by the 1940 Act. The
Sub-Advisor further agrees that all records which it maintains for the Funds
are the property of the Funds and it will promptly surrender any of such
records upon request.
6. Standard of Care
The Sub-Advisor shall exercise its best judgment in rendering the
services under this Agreement. The Sub-Advisor shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Advisor,
the Funds or the Funds' shareholders in connection with the matters to which
this Agreement relates, provided that nothing herein shall be deemed to
protect or purport to protect the Sub-Advisor against any liability to the
Advisor, the Funds or to the Funds' shareholders to which the Sub-Advisor
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence on its part in the performance of its duties or by reason of
the Sub-Advisor's reckless disregard of its obligations and duties under this
Agreement. As used in this Section 6, the term "Sub-Advisor" shall include
any officers, directors, employees, or other affiliates of the Sub-Advisor
performing services with respect to the Funds.
7. Compensation
In consideration of the services rendered pursuant to this Agreement,
the Advisor will pay the Sub-Advisor a fee at an annual rate based on the
Funds' average daily net assets as set forth on Appendix A. This fee shall be
computed and accrued daily and payable monthly; however, with respect to any
Fund for which the effective date of this Agreement is prior to November 30,
1998, the fee shall be maintained in an interest-bearing escrow account until
such time as shareholders of the Fund approve the payment of fees pursuant to
this agreement. If shareholders do not approve such payment of fees on or
before November 30, 1998, the balance in the escrow account shall be paid to
the Fund. For the purpose of determining fees payable to the Sub-Advisor, the
value of the Funds' average daily net assets shall be computed at the times
and in the manner specified in the Funds' Prospectuses or Statement of
Additional Information. As to each Fund, if, in any fiscal year, the Advisor
determines to waive fees payable to it by the Fund or reimburse expenses to
the Fund, the Sub-Advisor will bear that portion of the fee waiver or expense
reimbursement which bears the same relation to such fee waiver or expense
reimbursement as the fee payable by the Fund to the Sub-Advisor during such
year bears to the total of (i) the annual fee payable by the Fund to the
Sub-Advisor plus (ii) the annual fee payable by the Fund to the Advisor, in
each case without giving effect to the fee waiver or expense reimbursement.
8. Expenses
The Sub-Advisor will bear all expenses in connection with the
performance of its services under this Agreement. Each Fund will bear certain
other expenses to be incurred in its operation, including:
B-3
<PAGE>
taxes, interest, brokerage fees and commissions, if any, fees of Trustees of
the Trust who are not officers, directors, or employees of the Advisor or any
Sub-Advisor; Securities and Exchange Commission fees and state blue sky
qualification fees; charges of custodians and transfer and dividend
disbursing agents; the Fund's proportionate share of insurance premiums;
outside auditing and legal expenses; costs of maintenance of the Fund's
existence; costs attributable to investor services, including, without
limitation, telephone and personal expenses; charges of an independent
pricing service; costs of preparing and printing prospectuses and statements
of additional information for regulatory purposes and for distribution to
existing shareholders; costs of shareholders' reports and meetings of the
shareholders of the Fund and of the officers or Board of Trustees of the
Trust; and any extraordinary expenses.
9. Services to Other Companies or Accounts
The investment advisory services of the Sub-Advisor to the Funds
under this Agreement are not to be deemed exclusive, and the Sub-Advisor, or
any affiliate thereof, shall be free to render similar services to other
investment companies and other clients (whether or not their investment
objectives and policies are similar to those of the Funds) and to engage in
the activities, so long as its services hereunder are not impaired thereby.
10. Duration and Termination
This Agreement shall become effective on the date first above written
and shall continue in effect, unless sooner terminated as provided herein,
for two years from such date and shall continue from year to year thereafter,
provided each continuance is specifically approved at least annually by (i)
the vote of a majority of the Board of Trustees of the Trust or (ii) a vote
of a "majority" (as defined in the 1940 Act) of each Fund's outstanding
voting securities, provided that in either event the continuance is also
approved by a majority of the Board of Trustees who are not "interested
persons" (as defined in the 1940 Act) of any party to this Agreement, by vote
cast in person at a meeting called for the purpose of voting on such
approval. This Agreement is terminable, without penalty, (a) on sixty (60)
days' written notice by the Board of Trustees of the Trust or by vote of
holders of a "majority" (as defined in the 1940 Act) of each Fund's shares,
(b) on 90 days' written notice by the Advisor or (c) on ninety (90) days'
written notice by the Sub-Advisor. This Agreement will be terminated
automatically in the event of its "assignment" (as defined in the 1940 Act).
All transactions already initiated hereunder at the time of
termination shall be completed in accordance with the Sub-Advisor's usual
practice.
On termination, the Sub-Advisor shall be entitled to charge the
Advisor no additional fee save for:
a) a proportion of the fee, corresponding to that part of the
period by reference to which any periodic fees are payable,
which has expired at the date of termination;
b) any additional expenses which the Sub-Advisor necessarily
incurs in terminating this Agreement.
11. Amendment
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective with respect to
a Fund until approved by an affirmative vote of (i) a majority of the
outstanding voting securities of the Fund, and (ii) a majority of the
Trustees of the Trust, including a majority of Trustees who are not
B-4
<PAGE>
interested persons of any party to this Agreement, cast in person at a
meeting called for the purpose of voting on such approval, if such approval
is required by applicable law.
12. Names
It is understood that the name "Framlington Overseas Investment
Management Limited" or any derivative thereof or logo associated with that
name is the valuable property of the Sub-Advisor and its affiliates, and that
each Fund has the right to use such name (or derivative thereof or associated
logo) only so long as this Agreement shall continue with respect to that
Fund. Upon termination of this Agreement, each Fund shall forthwith cease to
use such name (or derivative thereof or associated logo) and the Trust shall
promptly amend its Declaration of Trust to change its name and the name of
each Fund to comply herewith.
The words "The Munder Framlington Funds Trust" and "Trustees" or
"Board of Trustees" used herein refer respectively to the Trust created and
the Trustees, as trustees of the Trust but not individually or personally
acting from time to time under a Declaration of Trust dated October 30, 1996
which is hereby referred to and a copy of which is on file at the office of
the Secretary of the Commonwealth of Massachusetts and at the principal
office of the Trust. The obligations of "The Munder Framlington Funds Trust"
entered into in the name or on behalf thereof by any of the Trustees,
officers, representatives or agents of the Trust are made not individually,
but in such capacities, and are not binding upon any of the Trustees,
shareholders, officers, representatives or agents of the Trust personally,
but bind only the Trust Property, and all persons dealing with any class of
shares of the Trust must look solely to the Trust Property belonging to such
class for the enforcement of any claims against the Trust.
13. Miscellaneous
(a) This Agreement constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof.
(b) Titles or captions of sections contained in this Agreement are
inserted only as a matter of convenience and for reference, and in no way
define, limit, extend or describe the scope of this Agreement or the intent
of any provisions thereof.
(c) This Agreement may be executed in several counterparts, all of
which together shall for all purposes constitute one Agreement, binding on
all the parties.
(d) This Agreement and the rights and obligations of the parties
hereunder shall be governed by, and interpreted, construed and enforced in
accordance with the laws of the State of Michigan.
(e) If any provisions of this Agreement or the application thereof to
any party or circumstances shall be determined by any court of competent
jurisdiction to be invalid or unenforceable to any extent, the remainder of
this Agreement or the application of such provision to such person or
circumstance, other than these as to which it is so determined to be invalid
or unenforceable, shall not be affected thereby, and each provision hereof
shall be valid and shall be enforced to the fullest extent permitted by law.
(f) Notices of any kind to be given to the Sub-Advisor by the Advisor
shall be in writing and shall be duly given if mailed or delivered to the
Sub-Advisor at 155 Bishopsgate, London EC2M 3XJ, England, or at such other
address or to such individual as shall be specified by the Sub-Advisor to the
Advisor. Notices of any kind to be given to the Advisor by the Sub-Advisor
shall be in writing and
B-5
<PAGE>
shall be duly given if mailed or delivered to 480 Pierce Street, Birmingham,
Michigan 48009, or at such the address or to such individual as shall be
specified by the Trust to the Sub-Advisor.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
THE MUNDER FRAMLINGTON FUNDS TRUST
Dated: July , 1998 By:
------------------------------
MUNDER CAPITAL MANAGEMENT
Dated: July , 1998 By:
------------------------------
FRAMLINGTON OVERSEAS INVESTMENT
MANAGEMENT LIMITED
Dated: July , 1998 By:
------------------------------
A-6
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
APPENDIX A
Annual Fees (as a Percentage of
Funds Average Daily Net Assets)
- ----- -------------------------
<S> <C>
Framlington Emerging Markets Fund 0.625%
Framlington International Growth Fund 0.50% of net assets up to $250 million; plus
0.375% of net assets of $250 million or more
Framlington Healthcare Fund 0.50% of net assets up to $250 million; plus
0.375% of net assets of $250 million or more
Framlington Global Financial Services Fund 0.375%
</TABLE>
B-7
<PAGE>
APPENDIX B
ADDITIONAL IMRO PROVISIONS
--------------------------
1. Framlington Overseas Investment Management (the "Sub-Advisor") is
regulated in the conduct of its investment business in the United
Kingdom by IMRO, the Investment Management Regulatory Organization.
2. Services
The Sub-Advisor will provide discretionary investment management
services for Munder Capital Management (the "Advisor"). Further
details of the services to be provided are set out in the Investment
Sub-Advisory Agreement (the "Agreement"). Such services are to be
provided on the basis that the Advisor falls within the category of
non-private investor.
3. Fees
Details of the Sub-Advisory fees are set out in Clause 7. Any
remuneration received by the Sub-Advisor hereunder shall supplement
any other remuneration receivable by the Sub-Advisor in connection
with transactions effected by the Sub-Advisor with or for the Advisor
under this or any other agreement with the Advisor.
4. Termination
The provisions in respect of termination of the Agreement are set out
in Clause 10. Termination of the Agreement by either party shall be
without prejudice to the completion of any transaction already
initiated which shall be completed in accordance with market
practice.
5. The Portfolio
The investment objectives and any restrictions on the types of
investments and markets in which transactions may be affected are
prescribed in applicable laws (see Clause 2 of the Agreement) and are
set-out in each prospectus for Class Y, Class K, Class A, B, C shares
(the "Prospectus") and the Statement of Additional Information or as
notified to and accepted by the Sub-Advisor in accordance with the
terms of the Agreement.
6. Subject to the Prospectus and Statement of Additional Information,
the Sub-Advisor shall be entitled without prior reference to the
Advisor to effect on behalf of the Advisor transactions:
a) in investments the price of which may be being stabilized; and
b) in units in Collective Investment Schemes which are not
Regulated Collective Investment Schemes and which are not
regulated in accordance with the 1940 Act and other applicable
laws.
7. The Sub-Advisor may commit the Advisor to supplement the Funds either
by borrowing or by committing the Advisor to a contract the
performance of which may require the Advisor to supplement the Funds
but such borrowing may only take place in accordance with the 1940
Act.
B-8
<PAGE>
Borrowing shall only be effected on a short-term basis ancillary to
the proper management of the Funds pending settlement of other
transactions or to protect against currency fluctuations and in any
event will be in accordance with relevant regulations and the
guidelines set out in the Prospectus.
8. Valuation, Reports and Records
The Sub-Advisor shall send to the Advisor, at least once every 6
months, a statement of the contents and valuation of the Funds, the
transactions entered into during such period and other information
required by the IMRO Rules to be contained in such statement. Such
statement may contain a measure of performance of the Funds by
reference to the appropriate indices.
The Sub-Advisor shall forward contract notes to the administrator of
the Funds, State Street Bank and Trust Company, as soon as possible
after the transaction at the address set out in the Prospectus or to
such other address as the Advisor may provide to the Sub-Advisor for
that purpose.
9. Complaints
The Sub-Advisor has in operation, and ensures compliance with, a
written procedure for the effective consideration and proper handling
of any complaints the Advisor may have. The Advisor also has the
right to make a complaint direct to the Investment Ombudsman, at 6
Fredericks Place, London EC2R 8BT.
Such procedure ensures that (unless a complaint can be settled
instantly and directly by the representative or employee of the
Sub-Advisor responsible for the matters involved in the complaint and
does not involve sums which are material in relation to the financial
circumstances of the complainant) the complaint is considered by an
officer or employee of appropriate seniority who was not himself
concerned in the matter or (where this is not possible) by a person
of appropriate standing who is not an officer or employee of the
Sub-Advisor.
10. Compensation
In the event that the Sub-Advisor is unable to meet any liabilities
to the Advisor, the Advisor can apply to the Sub-Advisor or to IMRO
for a statement describing the rights to compensation.
11. Hedging
Where a liability in one currency is to be matched by an asset in a
different currency or where all or part of the investments are
denominated in a currency other than sterling, a movement of exchange
rates may have a separate effect, unfavorable as well as favorable,
on the gain or loss otherwise experienced on the investment.
12. Investments Not Readily Realisable
In relation to any Investments Not Readily Realisable in which the
Funds may be invested, the Advisor is advised that these are not
readily realisable, that there can not be any certainty that market
makers will be prepared to deal in them and that proper information
for determining their current value may not be available. The
Sub-Advisor will notify the Advisor of any transaction in an
Investment Not Readily Realisable in the six monthly statements, or
as requested by the Advisor.
B-9
<PAGE>
13. Margined Transactions, Options, Futures and Contracts for Differences
The Sub-Advisor shall be entitled without prior reference to, or the
written consent of, the Advisor, to effect transactions in Margined
Transactions, Options, Futures and Contracts for Differences. The
Advisor is warned that the markets can be highly volatile and that
such investments may carry a high risk of loss. The Sub-Advisor will
only carry out such transactions in accordance with the Agreement,
and the provisions of the Prospectus, the Statement of Additional
Information, and applicable laws and regulations.
14. Warrants
Warrants often involve a high degree of gearing so that a relatively
small movement in the price of the security to which the warrant
relates may result in a disproportionately large movement,
unfavourable as well as favourable, in the price of the warrant.
"Investment Not Readily has the meaning assigned to it by the IMRO Rules
Realisable and includes, inter Realisable" alia,
investments (which are not life policies or
units in Regulated Collective Investment
Schemes) which are not traded on or under the
rules of a recognized investment exchange and
investments which are so traded, but not with
sufficient frequency or regularity for a
reliable quoted price for such transactions to
be available.
"Margined Transactions" has the meaning assigned to it by
the IMRO Rules and includes, inter alia, a
transaction relating to a Future, an Option or a
Contract for Differences under the terms of
which the Advisor may be liable to make deposits
in cash or collateral to secure performance of
obligations which he may have to perform when
the transaction fails to be completed or upon
the earlier closing out of his position.
B-10
<PAGE>
APPENDIX C
Share Ownership of the Funds
The following table sets forth the information concerning
ownership, as of September 30, 1998, of the Funds' shares by each person who
beneficially or of record owned more than five percent of the voting
securities of any Fund:
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Micro-Cap Equity Fund - A 26.82%
for the sole benefit of its customers Micro-Cap Equity Fund - B 51.64%
4800 Deer Lake Drive East, Multi-Season Growth Fund - A 26.90%
3rd Floor Multi-Season Growth Fund - B 57.41%
Jacksonville, FL 32246-6484 Multi-Season Growth Fund - C 91.37%
Real Estate Equity Investment Fund -A 23.56%
Real Estate Equity Investment Fund -B 64.42%
Real Estate Equity Investment Fund -C 67.50%
Small-Cap Value Fund - A 20.26%
Small-Cap Value Fund - B 59.57%
Small Cap Value Fund - C 51.18%
Value Fund - A 20.41%
Value Fund - B 68.11%
Value Fund - C 73.05%
NetNet Fund - A 15.33%
NetNet Fund - B 40.21%
International Bond Fund - B 95.66%
All-Season Aggressive Fund - B 44.75%
All-Season Conservative Fund - B 99.99%
All-Season Moderate Fund - B 88.48%
All-Season Moderate Fund - Y 39.40%
Accelerating Growth Fund - B 35.56%
Accelerating Growth Fund - C 19.60%
Balanced Fund - A 12.28%
Balanced Fund - B 66.34%
Balanced Fund - C 78.40%
Growth & Income Fund - A 28.77%
Growth & Income Fund - B 52.08%
Growth & Income Fund - C 61.34%
Index 500 Fund - A 47.21%
Index 500 Fund - B 55.95%
International Equity Fund - A 29.94%
International Equity Fund - B 64.99%
International Equity Fund - C 94.61%
Small Company Growth Fund - A 26.71%
</TABLE>
C-1
<PAGE>
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
Small Company Growth Fund - B 71.39%
Small Company Growth Fund - C 77.81%
Bond Fund - B 65.24%
Bond Fund - C 97.58%
Intermediate Bond Fund - A 8.64%
Intermediate Bond Fund - B 68.31%
Intermediate Bond Fund - C 74.51%
U.S. Government Income Fund - A 7.46%
U.S. Government Income Fund - B 91.73%
U.S. Government Income Fund - C 58.35%
Michigan Triple Tax-Free Bond Fund - A 10.47%
Michigan Triple Tax-Free Bond Fund - B 7.01%
Michigan Triple Tax-Free Bond Fund - C 32.21%
Tax-Free Bond Fund - B 94.94%
Tax Free Bond Fund - C 99.98%
Tax-Free Intermediate Bond Fund - A 17.47%
Tax-Free Intermediate Bond Fund - B 97.73%
Framlington Emerging Markets Fund - B 30.06%
Framlington Emerging Markets Fund - C 93.16%
Framlington Healthcare Fund - A 65.99%
Framlington Healthcare Fund - B 42.42%
Framlington Healthcare Fund - C 88.36%
Framlington International Growth Fund - B 17.62%
Framlington International Growth Fund - C 28.80%
National Financial Services for the Micro-Cap Equity Fund - A 9.92%
exclusive benefit of its customers Money Market Fund - B 10.62%
P.O. Box 3908 All-Season Aggressive Fund - B 39.85%
Church Street Station All-Season Moderate Fund - B 10.55%
New York, NY 10008-3908 Balanced Fund - A 6.23%
Balanced Fund - C 15.22%
Bond Fund - A 20.80%
Intermediate Bond Fund - B 5.62%
U.S. Government Income Fund - A 7.98%
Michigan Triple Tax-Free Bond Fund - A 62.80%
Michigan Triple Tax-Free Bond Fund - B 63.72%
Tax-Free Intermediate Bond Fund - A 5.07%
Cash Investment Fund - A 70.20%
Tax-Free Money Market Fund - A 97.30%
U.S. Treasury Money Market Fund - A 99.37%
Framlington Healthcare Fund - B 5.43%
C-2
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
Paul W. O'Malley Irrevocable Trust Micro-Cap Equity Fund - K 10.71%
QTIP Marital Trust Account B
05600 Horton Creek Road
Charlevoix, MI 49720
Old Kent Bank on behalf of its clients Micro-Cap Equity Fund - Y 7.77%
Attn: Mutual Funds Specialist
4420 44th Street, Suite A
Kentwood, MI 49512
Katina E. Dart Real Estate Equity Investment Fund - A 24.71%
P.O. Box 914
Okemos, MI 4805-0914
Bennett E. Bidwell IAA Real Estate Equity Investment Fund - K 19.12%
626 Yarboro Drive
Bloomfield Hills, MI 48304
Harold Poling Trust IAA Real Estate Equity Investment Fund - K 29.59%
Ford Motor - Fairlane Plaza North
290 Town Center Dr., Suite 322
Dearborn, MI 48126
David & Nancy Katzman Stk. Real Estate Equity Investment Fund - K 22.50%
AC/IAA DeeKay Enterprises
400 Galleria Ovvicentre Suite 400
Southfield, MI 48034
McDonald & Co. Securities Small-Cap Value Fund - A 10.03%
for benefit of its clients All-Season Conservative Fund - Y 44.72%
260 Brown Street Framlington International Growth Fund - C 40.17%
Birmingham, MI 48009
Painewebber for the benefit of Small-Cap Value Fund - C 7.93%
Charles P. Huebner
1285 Avenue of the Americas
New York, NY 10019
Stanley Pottinger Exempt Trust NetNet Fund - Y 5.83%
49 Twin Lakes Road
South Salem, NY 10590
C-3
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
Delaware Charter GTEE & Trust Co. International Bond Fund - A 63.21%
FBO B. Marlo Dirks IRA Framlington Emerging Markets Fund - A 10.62%
c/o George K. Baum & Company
120 West 12th Street
Kansas City, MO 64105
Raymond James & Assoc. International Bond Fund - A 32.63%
Benjamin A. Heskett IRA
550 Hartford Street
Worthington, OH 43085
State Street Bank & Trust CUST International Bond Fund - C 99.16%
FBO Edward Moore IRA
24812 12th Avenue South
Des Moines, WA 98198
Trinity Endowment Trust International Bond Fund - K 16.69%
Reverend David Eberhard
Historic Trinity Lutheran Church
1345 Gratiot
Detroit, MI 48207
Lillman Dwarka SEP International Bond Fund - K 7.96%
232 Woodwind Drive
Bloomfield Hills, MI 48304
Robert C. Williams International Bond Fund - K 5.23%
Irrevocable Trust
4561 Motorway Drive
Waterford, MI 48328
Florence Uzelac Trust International Bond Fund - K 10.54%
21029 West Glenhaven Circle
Northville, MI 48167
Herbert I. Weinberg IRA Rollover International Bond Fund - K 6.22%
7441 East Windrose Drive
Scottsdale, AZ 85260
C-4
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
Frank B. Walker, M.D. International Bond Fund - K 43.03%
IRA Rollover
14004 Harbor Place Drive
St. Clair Shores, MI 48080
Karl M. & Diane J. Steinmann IAA Short Term Treasury Fund - K 99.23%
3 Park Avenue
St. Clair, MI 48079
Credit Suisse First Boston Corp. Money Market Fund - A 16.10%
11 Madison Ave., 4th Floor
New York, NY 10010
HC Fund Limited Partnership Money Market Fund - A 8.17%
1300 West Belmont Ave., Suite 209
Chicago, IL 60657-3240
Appel Equity Group LTD PA Money Market Fund - A 7.54%
150 Great Neck Road, #301
Great Neck, NY 11021
Halpert-Crane Partnership Money Market Fund - A 7.48%
1300 West Belmont
Suite 209
Chicago, IL 60657
Fred Kavli Money Market Fund - B 11.19%
14501 East Lost Angeles Avenue
Moorpark, CA 93021
State Street Bank & Trust CUST Money Market Fund - B 6.96%
FBO Donald Soenon IRA
46040 Ann Arbor Trail
Plymouth, MI 48071
Abner Sheffer Money Market Fund - C 18.23%
7 Piccadilly Road
Great Neck, NY 11023
William Harold Newman Money Market Fund - C 15.75%
1205 Longleaf Drive
Fayetteville, NC 28305
C-5
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
State Street Bank & Trust CUST Money Market Fund - C 10.44%
FBO Calvin Ackerman
150 Great Neck Road, #301
Great Neck, NY 11021
Abe Rosenblatt Money Market Fund - C 8.34%
19706 Waters Pond Lane, Apt. 501
Boca Raton, FL 33434
Douglas Green Money Market Fund - C 6.36%
P.O. Box 527
Pleasant Hills, OR 97455
Dr. Stuart S. Burnstein TTEE Money Market Fund - C 5.98%
Stuart S. Burnstein MD
MPP/PS Plan DTD 1/1/96
932 Old Hickory Road
Pittsburgh, PA 15243
Dentistry For You Money Market Fund - C 5.23%
Forsthoefel & Young Inc.
Pension Plan 1/1/95
136 North Enterprise Street
P.O. Box 650
Celina, OH 45822
Frank Lee Pitcher DDS Money Market Fund - C 5.08%
Sandra S. Pitcher JTWROS
7040 Navajo Tr. NE
Bremerton, WA 98311
Koch Industries, Inc. Money Market Fund - Y 5.34%
c/o Wilshire Asset Management
1249 Ocean Avenue, Suite 700
Santa Monica, CA 90401
Charles G. Koch Money Market Fund - Y 5.12%
Attn: Ruth Williams
4111 East 37th Street North
Wichita, KS 67220
C-6
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
State Street Bank & Trust All-Season Aggressive Fund - A 21.65%
FBO Richard Smith
1500 Henrietta
Birmingham, MI 48009
Richard C. Smith All-Season Aggressive Fund - A 19.50%
Mary C. Smith JTWROS
1500 Henrietta
Birmingham, MI 48009
John I. Williams, Jr. All-Season Aggressive Fund - A 14.18%
100 Northwest 12th Avenue
Deerfield Beach, FL 33442
State Street Bank & Trust All-Season Aggressive Fund - A 12.34%
FBO David James Barg
8368 28 Mile Road
Washington, MI 48094
State Street Bank & Trust All-Season Aggressive Fund - A 6.36%
FOB Wayne D. Kirkpatrick IRA
10875 Gamewood Drive
South Lyon, MI 48178
Kasey W. Boyer All-Season Aggressive Fund - A 7.41%
5534 West Slope Drive
Kearns, UT 84118
State Street Bank & Trust All-Season Conservative Fund - A 19.17%
FBO Susan Bickel
Roth IRA
4849 Fleetwood Lane
Jackson, MI 49201
State Street Bank & Trust All-Season Conservative Fund - A 10.80%
FBO William Jay Nyman
Roth IRA
12687 Frost Road
Hemlock, MI 48626
C-7
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
State Street Bank & Trust All-Season Conservative Fund - A 9.65%
FBO Grady L. Watson
Roth IRA
46980 48th Avenue
Lawrence, MI 49064
State Street Bank & Trust All-Season Conservative Fund - A 9.65%
FBO Patrick Brian Browh
Roth IRA
22823 1 Mile Road
Reed City, MI 49677
State Street Bank & Trust All-Season Conservative Fund - A 9.27%
FBO Robert E. Winter
Roth IRA
171 West Lovell Drive
Troy, MI 48098
State Street Bank & Trust All-Season Conservative Fund - A 8.86%
FBO James George Nichols
Roth IRA
7507 Sandy Lane
Bellaire, MI 49615
State Street Bank & Trust All-Season Conservative Fund - A 8.27%
FBO Scot J. Diedrich
Roth IRA
17071 Beechwood Drive
West Olive, MI 49460
State Street Bank & Trust All-Season Conservative Fund - A 7.73%
FBO Richard Bardley Leverenz
Roth IRA
20280 Lemm Road
Manchester, MI 48158
Bradley D. Host All-Season Moderate Fund - A 85.90%
Laura W. Host JTWROS
639 Puritan
Birmingham, MI 48009
C-9
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
State Street Bank & Trust All-Season Moderate Fund - A 8.77%
FBO Dennis Michael Gillis IRA
35257 Beacon Hill
Harrison Township, MI 48045
Metro-Pontiac FOP Lodge #132 All-Season Moderate Fund - Y 10.58%
P.O. Box 430048
Pontiac, MI 48343-0048
Agren-Asher Profit Sharing Trust All-Season Moderate Fund - Y 6.80%
Segregated
23411 Jefferson Avenue
St. Clair Shore, MI 48080
Agren-Asher Profit Sharing Trust All-Season Moderate Fund - Y 21.33%
23411 Jefferson Avenue
St. Clair Shore, MI 48080
R.L. Deppmann Co. Emp. Stock All-Season Moderate Fund - Y 5.63%
Ownership Trust
P.O. Box 5023
Southfield, MI 48037
Union Bank of California Accelerating Growth Fund - A 34.48%
for the exclusive benefit of its
customers
P.O. Box 2969
Saratoga, CA 95070
Smith Barney Inc. for the benefit of Accelerating Growth Fund - B 9.29%
its clients Accelerating Growth Fund - B 6.23%
388 Greenwich Street
New York, NY 10013
Porter Y. Fisher & Accelerating Growth Fund - C 40.83%
Ora L. Fisher JTWROS
Account #2
5815 East Inglewood Street
Mesa, AZ 85205
Ira Buchalter Accelerating Growth Fund - C 39.15%
Madelyn Buchalter JTWROS
P.O. Box 9497
Saint Thomas, VI 00801
C-9
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
Spicer Axle Savings Plan Accelerating Growth Fund - Y 16.01%
2100 West State Boulevard Balanced Fund - Y 13.50%
Fort Wayne, IN 46808
Inacom Employees Retirement Accelerating Growth Fund - Y 9.51%
Savings Plan
10810 Farnam Drive
Suite 200
Omaha, NE 68154
Trans-Industries Inc. Employees Balanced Fund - A 20.90%
401(k) Profit Sharing Plan & Trust Framlington International Growth Fund - A 11.03%
2637 South Adams Road
Rochester Hills, MI 48309
Donaldson Lufkin & Jenrette Balanced Fund - A 12.55%
Securities for the exclusive benefit Michigan Triple Tax-Free Bond Fund - C 67.79%
of its customers Cash Investment Fund - A 6.48%
P.O. Box 2052
Jersey City, NJ 07303
Wilson Reichardt & Lobert MPP Balanced Fund - A 12.55%
18853 North Fruitport Road
Spring Lake, MI 49456
Investors Fiduciary Trust Co. TTEE Balanced Fund - A 7.90%
FBO Regan Productions Inc. 401(k) Cash Investment Fund - Y 7.79%
801 Pennsylvania Avenue
Kansas City, MO 64105
Bill Knapp's Profit Sharing 401(k) Balanced Fund - K 12.89%
Control
110 Knapp Drive
Battle Creek, MI 49015
Vishay Employees Savings Plus Plan Balanced Fund - Y 23.37%
c/o Comerica Bank Index 500 Fund - Y 9.70%
One Detroit Center
500 Woodward Avenue
Detroit, MI 48226
C-10
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
Perfection Bakeries 401(k) Plan Balanced Fund - Y 8.38%
c/o Comerica Bank
One Detroit Center
500 Woodland Avenue
Detroit, MI 48226
Ferco 401(k) Plan Balanced Fund - Y 7.80%
c/o Comerica Bank
One Detroit Center
500 Woodward Avenue
Detroit, MI 48226
Prudential Securities Inc. FBO Growth & Income Fund - C 9.76%
Joseph Albert Mueller
IRA DTD 1/30/84
42723 Lulniu Lane
Oakhurst, CA 93644
Marian C. Sherman Growth & Income Fund - C 5.48%
8469 Ridge Road
East Jordan, MI 49727
Detrex Corp. Employees Retirement Plan Growth & Income Fund - Y 5.58%
Attn: Gerald Israel
24901 Northwestern, Suite 500
Southfield, MI 48075
Main Street Trust Company for the International Equity Fund - A 15.58%
benefit of its clients
1 Ellsworth Street
Martinsville, VA 24112-2811
Susan Deseranno TTEE International Equity Fund - B 5.00%
Susan Deseranno Trust
UAD 10/13/93
1063 Hawthorne Road
Grosse Pointe Woods, MI 48236
Herrick Foundation International Equity Fund - Y 12.30%
100 East Patterson Street
Tecumseh, MI 49286
C-11
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
Wheat First Securities, Inc. for the Small Company Growth Fund - A 7.56%
exclusive benefit of its customers
2950 Prairie Street, S.W.
Grandville, MI 49418-2072
Roney & Co. for the benefit of its Bond Fund - A 6.15%
clients
P.O. Box 50566
Kalamazoo, MI 59005-0566
Prudential Securities FBO Bond Fund - B 14.50%
Mr. William Holway
c/o Spike Trading
30 South Wacker Drive
Suite 1008
Chicago, IL 60606
State Street Bank & Trust CUST Bond Fund - B 7.11%
FBO Fredric Shotz IRA Rollover
798 Mere Point Road
Brunswick, ME 04011
Resources Trust Company Intermediate Bond Fund - A 6.94%
P.O. Box 3865 U.S. Government Income Fund - A 16.57%
Englewood, CO 80155 Framlington International Growth Fund - A 7.39%
First of Michigan Corp. CUST Intermediate Bond Fund - C 14.13%
FBO Laurence C. Hanna IRA Rollover
7611 Oliver
Whitmore Lake, MI 48189
Frank E. Prahl Intermediate Bond Fund - C 11.36%
Box 53 Lakeview Road
Gays, IL 61928
Wayne State University Intermediate Bond Fund - Y 10.77%
5700 Cass Avenue
Detroit, MI 48226
C-12
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
Eamco U.S. Government Income Fund - A 11.94%
c/o Riggs Bank NA
Mutual Funds Desk
P.O. Box 96211
Washington, DC 20090-6211
Roney & Co. for the benefit of its U.S. Government Income Fund - A 6.57%
clients
46 Warner
Grosse Pointe Farms, MI 48236
Prudential Securities Inc. FBO U.S. Government Income Fund - C 11.71%
Charles A. Gill DDS PA
Self Employed SEP DTD 6/24/87
1200 East Robinson Street
Orlando, FL 32801
Prudential Securities Inc. FBO U.S. Government Income Fund - C 8.82%
Mr. Thomas A. Kazeck
IRA DTD 10/15/97
1731 Pinetree Road
Winter Park, FL 32789
Prudential Securities Inc. FBO U.S. Government Income Fund - C 6.77%
Thomas Kazeck Cust.
Andrew Kazeck
UNIF Trans Min Act FL
1731 Pinetree Road
Winter Park, FL 32789
Wexford Clearing Services Corp. FBO Michigan Triple Tax-Free Bond Fund - B 8.22%
Jeanne Brown TTEE
Jeanne M. Brown Rev. Trust
UAD 12/8/86
210 Artesian Street
Harbor Springs, MI 49740
James P. Vondale Michigan Triple Tax-Free Bond Fund - C 6.23%
Carol L. Vondale JTWROS
1735 Sunburst
Troy, MI 48098
C-13
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
Mary E. Smith TTEE Mary E. Michigan Triple Tax-Free Bond Fund - C 8.07%
Smith Trust
15051 U.S. 12 Highway
Brooklyn, MI 49230
Albert Jones TTEE Phillip Jones Michigan Triple Tax-Free Bond Fund - C 18.60%
Irrevocable Trust
1701 Shadford Road
Ann Arbor, MI 48104
P.F. Hurst T/W FBO Anthony Hurst Tax-Free Bond Fund - Y 8.58%
Rehmann Robson Company Tax-Free Bond Fund - Y 8.50%
105 East Michigan Tax-Free Bond Fund - Y 9.08%
Jackson, MI 59302 Tax-Free Bond Fund - Y 9.23%
Miaz & Co. Tax-Free Bond Fund - A 21.08%
Attn: Mutual Funds Dept.
1000 North Water Street, 14th Street
Milwaukee, WI 53202
Paine Webber for the benefit of its Tax-Free Bond Fund - A 6.59%
client
19110 Devonshire
Birmingham, MI 48025-3946
Dorcas I. Gatley Irrevocable Trust Tax-Free Bond Fund - Y 6.47%
n/o Sherry Ward
132 San Mateo Road
Half Moon Bay, CA 94019
Rufus W. Clark Family Tax-Free Bond Fund - Y 14.71%
Testamentary Trust
P.O. Box 691
Wauna, WA 98395
Irma F. Giffels TTEE Tax-Free Intermediate Bond Fund - A 25.47%
Irma F. Giffels Trust
P.O. Box 66734
St. Louis, MO 63166
Eugene R. Daniels & Tax-Free Intermediate Bond Fund - C 96.87%
Cay Carol Daniels JTWROS
121 North Plum
Paxton, IL 60957
C-14
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
Josephine Ford Employees Deferred Comp. Tax-Free Intermediate Bond Fund - Y 6.83%
Bodman, Longley & Dahling
Attn: David P. Larsen
100 Renaissance Center, 34th Floor
Detroit, MI 48243
Leonard G. Miller Trust Tax-Free Intermediate Bond Fund - Y 6.90%
5325 Elmgate Bay
Orchard Lake, MI 48324
J.C. Bradford & Co. for the exclusive Cash Investment Fund - A 6.50%
benefit of its customers
330 Commerce Street
Nashville, TN 37201-1809
Arbor Investments Property Cash Investment Fund - A 9.25%
Sam Valenti
3331 West Big Beaver Road
Troy, MI 48084
Investors Fiduciary Trust Co. TTEE Cash Investment Fund - Y 7.79%
FBO Various Retirement Plans (UPI)
801 Pennsylvania
Kansas City, MO 64105
Toni Wisne-Young Revocable Trust Tax-Free Money Market Fund - Y 23.41%
c/o Comerica Bank
One Detroit Center
500 Woodward Avenue
Detroit, MI 48226
George Rieveschl, Jr. Trust Tax-Free Money Market Fund - Y 11.64%
c/o Paul Rigg
Dykema, Gossett, Spencer et al
400 Renaissance Center
35th Floor
Detroit, MI 48243
Bruce Rockwell TUA Tax-Free Money Market Fund - Y 5.29%
364 Chalfonte
Grosse Pointe Farms, MI 48236
C-15
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
James A. Knight P/A Tax-Free Money Market Fund - Y 7.04%
P.O. Box 1089
Jackson, MI 49204
Pompano Beach Police & Fire U.S. Treasury Money Market Fund - Y 7.95%
Retirement System
Deputy Administrator
351 South Cypress Road
Suite 407
Pompano Beach, FL 22222
Canadian Imperial Bank U.S. Treasury Money Market Fund - Y 7.81%
909 Fannin Street
Suite 1200
Houston, TX 77010
Texas Political Sub Jt. Ins Fund U.S. Treasury Money Market Fund - Y 10.95%
12720 Hillcrest, Suite 1010
Dallas, TX 75230
Delaware Charter GTEE & Trust Co. U.S. Treasury Money Market Fund - Y 10.95%
FBO B. Marlo Dirks Ira Framlington Emerging Markets Fund - A 10.60%
c/o George K. Baum & Company
120 West 12th Street
Kansas City, MO 64105
Painewebber for the benefit of Framlington Emerging Markets Fund - A 22.10%
RDM Holding LTD
350 Woodward
Suite 100
Birmingham, MI 48009
T.M.F. LTD Partnership I/A/A Framlington Funds Trust - A 5.70%
P.O. Box 554
Northville, MI 48167
C-16
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
Wexford Clearing Services Corp. FBO Framlington Emerging Markets Fund - B 57.28%
County Employees Annuity TTEE Framlington Healthcare Fund - B 5.95%
Benefit Fund #3 Framlington International Growth Fund - B 33.28%
c/o CTC Illinois Trust Co.
Attn: Sonny Panaligan
Chicago, IL 60606-6905
G.L. Faistenhammer IRA Rollover Framlington Healthcare Fund - K 27.42%
19314 Parke Lane
Grosse Ile, MI 48138
Hubert S. Smith, Jr. Trust Framlington Healthcare Fund - K 17.27%
1236 West Center Avenue
Essexville, MI 48732
Hubert S. & Rita C. Smith Charitable Framlington Healthcare Fund - K 10.39%
Remainder Trust
1236 West Center Avenue
Essexville, MI 48732
Moore Irrevocable Trust Framlington Healthcare Fund - K 23.42%
FBO Diane Wilson
4382 Hickory Wood Drive
Okemos, MI 48864
Laura V. Schimmel Revocable Trust Framlington Healthcare Fund - K 6.98%
RR#1, Box 220, Island 8
Cedarville, MI 49719
Delores L. Judler Framlington International Growth Fund - B 6.82%
2711 Golfview Drive, Apt. 206
Troy, MI 48084
McDonald & Co. Securities Inc. FBO Framlington International Growth Fund - C 50.17%
Grace Doreen Bull IRA Rollover
2711 Ridge Court
Bloomfield Hills, MI 48302
Bryan Oreilly & Margaret Oreilly JTTEN Framlington International Growth Fund - C 5.56%
7254 Overland Park
West Chester, OH 45069
C-17
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Names and Address of Outstanding Shares
Shareholder Name of Fund and Class Owned
----------- ---------------------- ------------------
<S> <C> <C>
Frank A. Ury APC Pension Plan Framlington International Growth Fund - C 5.26%
DTD 12/16/97
P.O. Box 912
Vallejo, CA 94590
Frances B. Lee Trust Framlington International Growth Fund - K 8.86%
3500 West South Boulevard
Rochester Hills, MI 48309
Cathedral Investment Fund Framlington International Growth Fund - K 20.06%
Cathedral Church of St. Paul
Attn: Locksley Smith, Tsr.
4800 Woodward Avenue
Detroit, MI 48201
Interstate/Johnson & Lane on behalf of Framlington International Growth Fund - Y 5.29%
its clients
Interstate Tower
P.O. Box 1220
Charlotte, NC 28201-1220
C-18
<PAGE>
[ PROXY CARD, FRONT ]
THE MUNDER FUNDS, INC.
THE MUNDER FUNDS TRUST
THE MUNDER FRAMLINGTON FUNDS TRUST
ST. CLAIR FUNDS, INC.
Please fold and detach card at perforation before mailing
MUNDER NETNET FUND SPECIAL MEETING OF SHAREHOLDERS
PROXY November 20, 1998
The undersigned hereby appoints Terry H. Gardner and Lisa A. Rosen as
attorneys and proxies with full power of substitution to vote and act with
respect to all shares of the various series (the "Funds") of The Munder
Funds, Inc. (the "Company"), The Munder Funds Trust (the "Trust"), The Munder
Framlington Funds Trust ("Framlington") and St. Clair Funds, Inc. ("St.
Clair"), held by the undersigned at the Special Meeting of the Shareholders
of the Company, the Trust, Framlington and St. Clair to be held at 10:00
a.m., Eastern Time, on Friday, November 20, 1998, at the offices of the
Company, the Trust, Framlington and St. Clair, 480 Pierce Street, Birmingham,
Michigan 48009, and at any adjournment thereof (the "Meeting"), and instructs
them to vote as indicated on the matters referred to in the Proxy Statement
for the Meeting, receipt of which is hereby acknowledged, with discretionary
power to vote upon such other business as may properly come before the
Meeting.
Receipt of the Notice of Special Meeting and Proxy Statement is hereby
acknowledged.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND
RETURN IT IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
Dated: ______________ , 1998
_______________________________________
Signature(s)
This proxy must be signed by the beneficial owner
of Fund shares. If signing as attorney, executor,
guardian or in some representative capacity or
as an officer of a corporation, please add title
as such.
MUNDER
<PAGE>
[ PROXY CARD, BACK ]
Please fold and detach card at perforation before mailing
This proxy will be voted as specified. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR BOTH OF THE PROPOSALS.
THIS PROXY IS SOLICITED BY THE BOARDS OF DIRECTORS/TRUSTEES OF THE
COMPANY, THE TRUST, FRAMLINGTON, AND ST. CLAIR. The Board of Directors/
Trustees recommends that you vote FOR the following proposals:
Please vote by filling in the appropriate boxes below.
FOR AGAINST ABSTAIN
I. To approve a new Investment Management / / / / / /
Agreement for the Funds.
(ONLY APPLIES TO THE MUNDER FRAMLINGTON FUNDS
TRUST)
II. To approve a new Sub-Advisory Agreement / / / / / /
for the Funds.
MUNDER
</TABLE>
