SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant X Filed by a party other than the registrant Check the
appropriate box:
X Preliminary proxy statement Definitive proxy statement Definitive
additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
St. Clair Funds, Inc.
(Name of Registrant as Specified in Its Charter)
St. Clair Funds, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
X No fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
__ Fee paid previously with preliminary materials
__ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identifying the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
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) __________
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.
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 __, 1998
<PAGE>
MUNDER FUNDS, INC.
MUNDER FUNDS TRUST
MUNDER FRAMLINGTON FUNDS TRUST
ST. CLAIR FUNDS, INC.
480 Pierce Street
Birmingham, Michigan 48009
800-______________
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, 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 meeting.
The Boards of Directors/Trustees of the Company, the Trust,
Framlington and St. Clair are recommending that shareholders consider the
following proposals:
Proposal Funds Affected
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
dis-approval of new Sub-Advisory International Growth Fund,
Agreements on substantially the same Munder Framlington Healthcare
terms as the Prior Sub-Advisory Fund, Munder Framlington
Agreements Emerging Markets Fund, and
Munder Framlington Global
Financial Services Fund only
3. To transact such other business as ALL may properly come before the Meeting
The annual reports for the Company, the Trust and Framlington for
the year ended June 30, 1998 and the annual reports for St. Clair for the year
ended December 31, 1997, including audited financial statements, as well as the
semi-annual reports for the Company, the Trust and Framlington for the period
ended December 31, 1997 and 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 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 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 Fund.
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 proposal.
Munder Capital management has retained First Data Investors Services
Group, Inc. ("First Data") to provide proxy solicitation services for the Fund.
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.
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>
<S> <C> <C> <C> <C> <C>
Name of Fund Class A Class B Class C Class K Class Y
- ------------ ------- ------- ------- ------- -------
THE COMPANY:
Equity Funds
Munder Micro-Cap Equity Fund
Munder Mid-Cap Growth Fund
Munder Multi-Season Growth Fund
Munder Real Estate Equity Investment Fund
Munder Small-Cap Value Fund
Munder Value Fund Equity Selection Fund
Emerging Growth Fund
NetNet Fund
Munder Growth Opportunities Fund
Income Funds
Munder International Bond Fund
Munder Short Term Treasury Fund
Money Market Fund
Munder Money Market Fund
Lifestyle Funds
Munder All-Season Aggressive Fund
Munder All-Season Conservative Fund
Munder All-Season Moderate Fund
THE TRUST:
Equity Funds
Munder Accelerating Growth Fund
Munder Balanced Fund Munder Growth & Income Fund
Munder Index 500 Fund
Munder International Equity Fund
Munder Small Company Growth Fund
Income Funds
Munder Bond Fund
Munder Intermediate Bond Fund
Munder U.S. Government Income Fund
Munder Michigan Triple Tax-Free Bond Fund
Munder Tax-Free Bond Fund
Munder Tax-Free Intermediate Bond Fund
Money Market Funds
Munder Cash Investment Fund
Munder Tax-Free Money Market Fund
Munder U.S. Treasury Money Market Fund
FRAMLINGTON:
Equity Funds
Munder Framlington Emerging Markets Fund
Munder Framlington Healthcare Fund
Munder Framlington International Growth Fund
Munder Global Financial Services Fund
ST. CLAIR
Liquidity Plus Money Market Fund
Institutional S&P 500 Index Equity Fund
Institutional S&P MidCap Index Equity Fund
Institutional S&P SmallCap Index Equity Fund
Institutional Short Term Treasury Fund
Institutional Money Market
S&P 500 Index Equity Fund
S&P MidCap Index Equity Fund
S&P SmallCap Index Equity Fund
Aggregate Bond Index Fund
Foreign Equity Fund
</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 A unless otherwise indicated):
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 number and percentage of outstanding Fund shares (Class A
unless otherwise indicated):
Munder Capital Management and affiliates of Munder Capital
Management, through common ownership, owned beneficially the following number
and percentage of outstanding Fund shares (Class A unless otherwise indicated):
As of the Record Date, the following persons owned beneficially or
had the right to vote 5% or more of the outstanding shares of the Funds:
The presence in person or by proxy of the holders of a majority of
the outstanding Shares 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, will require the
affirmative vote of the holders of the lesser of either (A) 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 (B) 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
wholly-owned by Comerica Inc. 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, WAM Holdings II, Inc., a wholly-owned subsidiary of
Comerica 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
Inc. owns or controls approximately 88% of the partnership interests in MCM. The
Transaction may have constituted an "assignment" of the investment advisory
agreement (as defined in the 1940 Act), and therefore terminated the 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"), 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.
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, the amount 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 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
Directors/Trustees, who are not parties to the New Investment Advisory
Agreements or interested persons (as defined in the 1940 Act) of any such party.
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 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 Fee
The fees under the New Investment Advisory Agreements are the same
as the fees under the Prior Investment Advisory Agreements for the respective
Funds. Under the New Investment Advisory Agreements, as under the Prior
Investment Advisory Agreements, the Funds will pay the Investment Adviser the
monthly fees set forth below.
<TABLE>
<S> <C> <C> <C>
Fees on Assets
Fees on Assets Between $250 Fees on Assets
up to $250 and $500 Exceeding
Million Million $500 Million
Munder Index 500 Fund.............. 0.20% 0.12% 0.07%
</TABLE>
Fees on Assets Fees on Assets
up to $500 Exceeding
Million $500 Million
Munder Multi-Season Growth Fund.... 1.00% 0.75%
<PAGE>
Fees on Assets Fees on Assets
up to $250 Exceeding
Million $250 Million
Munder Framlington Healthcare Fund and
Munder Framlington International
Growth Fund.......... 1.00% 0.75%
Fees on
Average Daily
Net Assets
Munder Micro-Cap Equity............ 1.00%
Munder Accelerating Growth Fund,
Munder Equity Selections, Emerging
Growth Fund, Munder Global
Financial Services Fund, Munder
Growth & Income Fund, Munder
International Equity Fund, Munder
Small-Cap Value Fund, Munder Small
Company Growth Fund, Munder Growth
Opportunities Fund and Munder
Framlington Global Financial
Services Fund...................... 0.75%
Munder Mid-Cap Growth Fund, Munder
Real Estate Equity Investment Fund
and Munder Value Fund.............. 0.74%
Munder Balanced Fund............... 0.65%
The Income Funds (excluding Munder
Short Term Treasury Fund).......... 0.50%
The Money Market Funds (excluding
Munder Money Market Fund).......... 0.35%
Munder Money Market Fund........... 0.40%
Munder Framlington Emerging Markets
Fund............................... 1.25%
For the fiscal year ended June 30, 1998 (and for the period from
commencement of operations to June 30, 1998 for the Global Financial Services
Fund and Growth Opportunities Fund), the Advisors received fees after waivers,
if any, of $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. Income
Fund, $261,589 for the Michigan Bond Fund, $1,107,292 for the Tax-Free Bond
Fund, $1,542,255 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 Fund,
$612,857 for the Real Estate Fund, $454,600 for the Money Market Fund,
$1,066,142 for the Value Fund, $516,840 for the International Growth Fund,
$554,427 for the Emerging Markets Fund, $143,897 for the Healthcare Fund,
$304,989 for the Micro-Cap Equity 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 NetNet Fund, $302 for the Global Financial Services Fund and
$193 for the Growth Opportunities Fund.
For the period ended June 30, 1998, the Advisor 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 Emerging Markets Fund, $112,541 for
the Healthcare Fund, $105,456 for the International Growth Fund, $62,711 for the
Short-Term Treasury Fund, $33,890 for the NetNet Fund and $2 for the Growth
Opportunities Fund.
Pursuant to a sub-advisory agreement with the 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. For its services with regard to the Munder Framlington
International Growth Fund and the Munder Framlington Healthcare Fund, the
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 up to
0.375% of each Fund's average daily net assets in excess of $250 million. For
its services with regard to the Munder Framlington Emerging Markets Fund, the
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 Munder Global Financial Services Fund, the Adviser pays the Sub-Adviser a
namely fee equal on an annual basis of up to 0.375% of the Fund's average daily
net assets.
Shareholders should refer to Exhibit A for the complete terms of the
New Investment Advisory Agreements.
In the event that shareholders of a Fund do not approve the New
Investment Advisory Agreement for that Fund, the Board of Directors/Trustees of
the Company could seek to obtain for that Fund interim advisory services from
the Investment Adviser or from another advisory organization. Thereafter, the
Board of Directors would either negotiate a new investment advisory agreement
with an advisory organization selected by the Board 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 Inc., a publicly-held
bank holding company. Employees of the Investment Adviser may acquire
partnership interests in the Investment Adviser from time to time through Munder
Group, L.L.C., which was 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 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 rates, 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 Inc., 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.
<PAGE>
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 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 provided for their automatic
termination in the event of an assignment. It was proposed to the Board of
Trustees of Framlington 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, the amount 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. 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
expiring and thereafter from year to year, subject to approval annually by the
Board of Trustees 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.
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 to 0.50%
of the Fund's average daily net assets up to $250 million, reduced 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 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 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: International Growth Fund $257,757, Healthcare
Fund $71,144, Emerging Markets Fund $298,040 and Global Financial Services Fund
$185.
The Trustees' Recommendation
At their meetings on April 7, and May 5, 1998, the Trustees of
Framlington 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.
Based on this review, the Trustees 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 of
Trustees, 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
and 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.
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 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
September 29, 1998
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made this 2nd day of July, 1998, between St. Clair Funds,
Inc. ("St. Clair") 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, St. Clair is a Maryland corporation 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 St. Clair;
WHEREAS, the Advisor is registered as an investment advisor under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, St. Clair 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 St. Clair and the Advisor as follows:
1. Appointment
(a) St. Clair 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 St. Clair 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 St. Clair
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 Fund 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 St. Clair and the Investment Advisor at the
that time.
2. Services as Investment Advisor
Subject to the general supervision and direction of the Board of Directors
of St. Clair, the Advisor will (a) provide overall management to 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) oversee the placement of
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 of St. Clair, as requested. In providing those services, the Advisor
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 Trustees;
(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 St. Clair such periodic and
special reports as the Board may reasonably request, and keep the Trustees
informed of developments materially affecting each Fund's portfolio;
(d) make available to the Funds' administrator and St. Clair, 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 St.
Clair 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 St. Clair 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
St. Clair immediately of any material fact known to the Advisor respecting or
relating to the Advisor that is not contained in St. Clair'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
St. Clair 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 St. Clair
authorizing the appointment of the Advisor and approving the form of this
Agreement;
(b) the Registration Statement describing the Fund as filed with the
Securities and Exchange Commission and any amendments thereto; and
(c) exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration Statement
described above.
<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-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 St. Clair 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 St. Clair 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.
<PAGE>
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 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 and will bear the costs and expenses payable
to Sub-Advisors under the Sub-Advisory Agreements. 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 St. Clair who are
not officers, Directors or employees of the Advisor or any Sub-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 St. Clair; 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
to those of a Fund) and to engage in activities so long as its services
hereunder are not impaired thereby.
10. Duration and Termination
This Agreement shall become effective on the date of this Agreement
provided that with respect to 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 on 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 St. Clair 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 St.
Clair 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 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 may be changed, waived or discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement 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 Trustees
of the Trust, including a majority of Trustees who are not "interested persons"
(as defined in the 1940 Act) of any party to this Agreement, cast in person at a
meeting called for the purpose of voting on such approval, if such approval is
required by applicable law.
12. Use of Name
It is understood that the name of Munder Capital Management or any
derivative thereof or logo associated with that name is the valuable property of
the Advisor and its affiliates, and that St. Clair 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, St. Clair and
any affected Fund shall forthwith cease to use such name (or derivable or logo)
and St. Clair shall promptly amend its Articles of Incorporation to change the
Fund name to comply herewith.
13. Miscellaneous
(a) This Agreement constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof.
(b) Titles or captions of sections in this Agreement are inserted only as
a matter of convenience and for reference, and in no way define, limit, extend
or describe the scope of this Agreement or the intent of any provisions thereof.
(c) This Agreement may be executed in several counterparts, all of which
together shall for all purposes constitute one Agreement, binding on all the
parties.
(d) This Agreement and the rights and obligations of the parties hereunder
shall be governed by, and interpreted, construed and enforced in accordance with
the laws of the State of Michigan.
(e) If any provisions of this Agreement or the application thereof to any
party or circumstances shall be determined by any court of competent
jurisdiction to be invalid or unenforceable to any extent, the remainder of this
Agreement or the application of such provision to such person circumstance,
other than these as to which it so determined to be invalid or unenforceable,
shall not be affected thereby, and each provision hereof shall be valid and
shall be enforced to the fullest extent permitted by law.
(f) Notices of any kind to be given to the Advisor by the Trust 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 Trust. Notices of any
kind to be given to the Trust 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
Trust to the Advisor.
<PAGE>
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.
ST. CLAIR FUNDS, INC.
By:
MUNDER CAPITAL MANAGEMENT
By:
<PAGE>
SCHEDULE A
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 Liquidity Plus Money Market Fund
<PAGE>
SCHEDULE B
Fund Annual Fees (as a Percentage of
Average Daily Net Assets)
Munder Institutional S&P 500 Index Equity Fund 0.07%
Munder Institutional S&P MidCap Index Equity 0.15%
Fund
Munder Institutional S&P SmallCap Index Equity 0.15%
Fund
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%
<PAGE>
PRELIMINARY PROXY MATERIALS -- FOR SEC USE ONLY
PROXY
THE MUNDER FUNDS, INC
THE MUNDER FUNDS TRUST
ST CLAIR FUNDS, INC
SPECIAL MEETING OF SHAREHOLDERS
November 20, 1998
The undersigned hereby appoints, his attorneys and proxies with full power
of substitution to vote and act with respect to all shares of The Munder Funds,
Inc., (the Company) The Munder Funds Trust, (the "Trust") and St. Clair Funds,
Inc ("St. Clair") held by the undersigned at the Special Meeting of Shareholders
of the Fund to be held at 10:00 a.m., Eastern Time, on Friday, November 20,
1998, at the offices of the Fund, 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.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST. The Board
of Trustees recommends that you vote FOR each of the Nominees and FOR the
following proposal:
I. To approve a new Investment Advisory Agreement for the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy will be voted as specified. IF NO SPECIFICATION IS
MADE, THIS PROXY WILL BE VOTED FOR ALL OF THE NOMINEES AND FOR ALL OF
THE PROPOSALS
Receipt of the Notice of Special Meeting and Proxy Statement is hereby
acknowledged.
Dated , 1998
Name of Shareholder(s) -- Please print or
type
Signature(s) of Shareholder(s)
Signature(s) of Shareholder(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.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT IN
THE ENCLOSED POSTAGE-PAID ENVELOPE
