As filed with the Securities and Exchange Commission on June
28, 1996
Securities Act File No.
33-30913
Investment Company Act File No.
811-5899
====================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
/X/
Pre-Effective Amendment No. ____
/_/
Post-Effective Amendment No. 22
/X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
/X/
Amendment No. 24
/X/
The Munder Funds Trust
(Exact Name of Registrant as Specified in Charter)
One Exchange Place
Boston, Massachusetts 02109
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (617) 248-
3489
Brigid O. Bieber, Esq.
First Data Investor Services Group, Inc.
53 State Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
Copies to:
Lisa Anne Rosen Paul F. Roye, Esq.
Munder Capital Management Dechert Price & Rhoads
480 Pierce Street 1500 K Street, N.W., Suite 500
Birmingham, MI 48009 Washington, D.C. 20005
It is proposed that this filing will become effective
immediately upon filing pursuant to paragraph (b) of Rule 485.
The Registrant has previously filed a declaration of
indefinite registration of its shares of beneficial interest $.001
par value per share, of all classes and series of Registrant, now
existing or hereafter created, under the Securities Act of 1933
pursuant to Section (a)(1) of Rule 24f-2 under the Investment
Company Act of 1940, as amended. Registrant intends to file the
notice required by Rule 24f- 2 for its fiscal year ended June 30,
1996 on or before August 29, 1996.
CALCULATION OF REGISTRATION FEE UNDER
THE SECURITIES ACT OF 1933(1)
Title of Amount Proposed Proposed Amount of
Securities Being Maximum Maximum Registration
Being Registered Offering Aggregate Fee
Registered Price Per Offering
Unit (2) Price (3)
Shares of
Beneficial 2,341,057 $10.17 $290,000 $100
$100.00
Interest, par
value $.001
per share of:
(1) The shares being registered as set forth in this
table are in addition to the indefinite number of shares
of beneficial interest which Registrant has registered
under the Securities Act of 1933, as amended (the "1933
Act"), pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended (the "1940 Act"). The
Registrant's Rule 24f-2 Notice for its fiscal period from
March 1, 1995 through June 30, 1995, was filed on August
30, 1995.
(2) Based on the Registrant's closing price of $10.17 on
June 13, 1996 pursuant to Rule 457(d) under the 1933 Act
and Rule 24e-2(a) under the 1940 Act.
(3) In response to Rule 24e-2(b) under the Investment
Company Act of 1940: (1) the calculation of the maximum
aggregate offering price is made pursuant to Rule 24e-2;
(2) 942,207,534 shares of beneficial interest were
redeemed by the Registrant during the fiscal period from
March 1, 1995 through June 30, 1995; (3) 939,894,992 of
those shares were used for reductions pursuant to Rule
24f-2 during the fiscal period from March 1, 1995 through
June 30, 1995; and (4) 2,312,542 shares are being used for
reduction in this amendment pursuant or Rule 24e-2(a).
This Post-effective Amendment No. 22 on Form N-1A
for The Munder Funds Trust incorporates by reference the
Prospectuses, Statement of Additional information and Part
C (other information) which were contained in Post-
Effective Amendment No. 21 as filed on August 29,
1995.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, and the Investment Company Act of
1940, as amended, the Registrant certifies that this
Post-Effective Amendment No. 22 to the Registration
Statement meets the requirements for effectiveness
pursuant to Rule 485(b) of the Securities Act of 1933,
as amended, and the Registrant has duly caused this
Post-Effective Amendment No. 22 on the Registration
Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of
Boston and the Commonwealth of Massachusetts on the
27th day of June, 1996.
The Munder Funds Trust
By: *
Lee P. Munder
Pursuant to the requirements of the Securities Act
of 1933, as amended, this Registration Statements been
signed by the following persons in the capacities and
on the date indicated.
Signatures Title
Date
* President
and Chief June 27, 1996
Lee P. Munder Executive Officer
* Director
June 27, 1996
Charles W. Elliott
* Director
June 27, 1996
Joseph E. Champagne
* Director
June 27, 1996
Arthur DeRoy Rodecker
* Director
June 27, 1996
Jack L. Otto
* Director
June 27, 1996
Thomas B. Bender
* Director
June 27, 1996
Thomas D. Eckert
* Director
June 27, 1996
John Rakolta, Jr.
* Director
June 27, 1996
David J. Brophy
* Vice
President, June 27, 1996
Terry H. Gardner Treasurer and
Chief Financial
Officer
* By: _________________
Lisa A. Rosen
as Attorney-in-Fact
* The Powers of Attorney are incorporated by
reference to Post-Effective Amendment No. 20 filed with
the Securities and Exchange Commission on June 28,
1995.
shared/bankgrp/munder/secfilin/pea22.doc
June 27, 1996
The Munder Funds Trust
480 Pierce Street
Birmingham, MI 48009
Re: Post-Effective Amendment No. 22 to the Registration
Statement for
The Munder Funds Trust
File Nos. 33-30913/811-5899
Gentlemen:
In connection with the registration of 2,341,057 shares of
beneficial interest, $.001 par value per share (the "Shares"),
of The Munder Funds Trust (the "Trust"), a Massachusetts
business trust, pursuant to Post-Effective Amendment No. 22 to
the Trust's Registration Statement under the Securities Act of
1933, as amended (the "1933 Act"), and in reliance upon Rule
24e-2 under the Investment Company Act of 1940, as amended (the
"1940 Act"), you have requested that the undersigned provide the
required legal opinion.
The undersigned is Counsel of First Data Investor Services
Group, Inc., the Trust's administrator, and in such capacity,
from time to time and for certain purposes, acts as counsel to
the Trust. I have examined copies of the Trust's Declaration of
Trust, as amended, its By-Laws, votes adopted by its Board of
Trustees, and such other records and documents as I have deemed
necessary for purposes of this opinion.
On the basis of the foregoing, I am of the opinion that
the Shares when sold in accordance with the terms of the Trust's
current Prospectuses and Statement of Additional Information
will, at the time of sale, be validly issued, fully paid and
non-assessable by the Trust. This opinion is for the limited
purposes expressed above and should not be deemed to be an
expression of opinion as to compliance with the 1933 Act, the
1940 Act or applicable State "blue sky" laws in connection with
the sales of the Shares.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust. However,
the Trust's Declaration of Trust provides that if a shareholder
of the Trust is charged or held personally liable solely by
reason of being or having been a shareholder, the shareholder
shall be entitled out of the assets of the Trust to be held
harmless from and indemnified against all loss and expense
arising from such liability. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would be
unable to meet its obligations.
I consent to the filing of this opinion with and as part
of the aforementioned Post-Effective Amendment to the Trust's
Registration Statement.
Very truly yours,
/s/ Brigid O. Bieber
Brigid O. Bieber
Counsel
The Munder Funds Trust
June 27, 1996
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shared/bankgrp/munder/secfilin/24e2opin.doc
