MUNDER FUNDS INC
485APOS, 1996-06-03
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                  As filed with the Securities and Exchange Commission
                               on June 3, 1996
    
                          Registration Nos. 33-54748
                                   811-7348

                       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. 15               [ X ]
                                      ----
    
                          REGISTRATION STATEMENT UNDER
                       THE INVESTMENT COMPANY ACT OF 1940             [ X ]

   
                               Amendment No. 17                       [ X ]
                                     ----
    
                        (Check appropriate box or boxes)

                             The Munder Funds, Inc.
               (Exact Name of Registrant as Specified in Charter)

                  480 Pierce Street, Birmingham, Michigan 48009
               (Address of Principal Executive Offices) (Zip code)

                  Registrant's Telephone Number: (810) 647-9200

   
                              Paul F. Roye, Esq.
                             Dechert Price & Rhoads
                         1500 K Street, N.W., Suite 500
                             Washington, D.C. 20005
                     (Name and Address of Agent for Service)

                                   Copies to:

                                 Lisa Anne Rosen
                            Munder Capital Management
                                480 Pierce Street
                           Birmingham, Michigan 48009

[X] It is proposed  that this filing  will become  effective  on August 17, 1996
pursuant to paragraph (a)(2) of Rule 485

         The Registrant  has elected to register an indefinite  number of shares
under the  Securities  Act of 1933  pursuant to Rule 24f-2 under the  Investment
Company  Act of 1940.  Registrant  filed the notice  required by Rule 24f-2 with
respect to its fiscal period ended June 30, 1995 on August 30, 1995.
    


<PAGE>




                             THE MUNDER FUNDS, INC.

                              CROSS-REFERENCE SHEET

                             Pursuant to Rule 495(a)

                                     Part A
                                     ------

         Item                                   Heading
         ----                                   -------

1.       Cover Page                             Cover Page

2.       Synopsis                               Prospectus Summary;
                                                Fund Expenses

3.       Condensed Financial Information        Not Applicable

4.       General Description of Registrant      Cover Page; Summary;
                                                Investment
                                                Objectives and
                                                Policies;
                                                Description of
                                                Shares

5.       Management of the Fund                 Management;
                                                Investment Objective
                                                and Policies;
                                                Dividends and
                                                Distributions;
                                                Performance

6.       Capital Stock and Other Securities     Management; How to
                                                Purchase Shares; How
                                                to Redeem Shares;
                                                Dividends and
                                                Distributions;
                                                Taxes; Description
                                                of Shares

7.       Purchase of Securities Being Offered   How to Purchase
                                                Shares; Net Asset
                                                Value

8.       Redemption or Repurchase               How to Redeem Shares

9.       Pending Legal Proceedings              Not Applicable








<PAGE>



                                     Part B
                                     ------

10.      Cover Page                             Cover Page

11.      Table of Contents                      Table of Contents

12.      General Information and History        See Prospectus --
                                                "Management;"
                                                General; Directors
                                                and Officers

13.      Investment Objectives and Policies     Fund Investments;
                                                Additional
                                                Investment
                                                Limitations;
                                                Portfolio
                                                Transactions

14.      Management of the Fund                 See Prospectus --
                                                "Management;"
                                                Directors and
                                                Officers;
                                                Miscellaneous

15.      Control Persons and Principal          See Prospectus --
                  Holders of Securities         "Management;"
                                                Miscellaneous

16.      Investment Advisory and Other          Investment Advisory
           Services                             Services and Other
                                                Service
                                                Arrangements; See
                                                Prospectus --
                                                "Management"

17.      Brokerage Allocation and Other         Portfolio
           Practices                            Transactions

18.      Capital Stock and Other Securities     See Prospectus --
                                                "Description of
                                                Shares" and
                                                "Management;"
                                                Additional
                                                Information
                                                Concerning Shares

19.      Purchase, Redemption and Pricing       Purchase and
           of Securities Being Offered          Redemption
                                                Information; Net
                                                Asset Value;
                                                Additional
                                                Information
                                                Concerning Shares


<PAGE>




20.      Tax Status                             Taxes

21.      Underwriters                           Distribution of Fund
                                                Shares

22.      Calculation of Performance Data        Performance
                                                Information

23.      Financial Statements                   Not Applicable


                             THE MUNDER FUNDS, INC.

   
  The  purpose  of  this  Post-Effective  Amendment  filing  is to  add a new
portfolio to the Registrant, namely, The Net Net Fund.
        
<PAGE>
 PROSPECTUS


         The Net Net Fund (the "Fund") is a mutual fund  portfolio that seeks to
provide  shareholders long term capital  appreciation by investing  primarily in
equity  securities of companies  engaged in the  technology  and  communications
industry, focusing specifically on Internet related companies and companies that
are likely to benefit  from the growth of the Internet  industry.  The Fund is a
separate  portfolio  of the Munder  Funds,  Inc.  (the  "Company"),  an open-end
investment company that currently offers seven investment portfolios.

         Munder  Capital  Management  (the  "Advisor")  serves as the investment
advisor of the Fund.

         This Prospectus contains information that a prospective investor should
know before  investing.  Investors are  encouraged to read this  Prospectus  and
retain it for future  reference.  A Statement of  Additional  Information  dated
August __, 1996, as amended or  supplemented  from time to time,  has been filed
with the Securities and Exchange  Commission  (the "SEC") and is incorporated by
reference into this Prospectus.  The Statement of Additional  Information may be
obtained free of charge by calling the Fund at (800) 438-5789.

         SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY ANY BANK,  AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL  DEPOSIT
INSURANCE  CORPORATION,  THE FEDERAL  RESERVE  BOARD,  OR ANY OTHER  AGENCY.  AN
INVESTMENT IN THE FUND INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.

SECURITIES  OFFERED BY THIS  PROSPECTUS HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.








               The  date of this  Prospectus  is  August  __, 1996.







<PAGE>




                                TABLE OF CONTENTS

Prospectus Summary....................................................     __
Expense Table.........................................................     __
The Fund..............................................................     __
Investment Objective and Policies.....................................     __
Portfolio Instruments and Practices...................................     __
Investment Limitations................................................     __
How to Purchase Shares................................................     __
How to Redeem Shares..................................................     __
Dividends and Distributions...........................................     __
Net Asset Value.......................................................     __
Management............................................................     __
Taxes.................................................................     __
Description of Shares.................................................     __
Performance...........................................................     __
Shareholder Account Information.......................................     __

         No person has been authorized to give any  information,  or to make any
representations not contained in this Prospectus,  or in the Funds' Statement of
Additional Information  incorporated herein by reference, in connection with the
offering made by this  Prospectus,  and, if given or made,  such  information or
representations  must not be relied upon as having been  authorized by the Funds
or the Distributor. This Prospectus does not constitute an offering by the Funds
or by the  Distributor  in any  jurisdiction  in  which  such  offering  may not
lawfully be made.

                               PROSPECTUS SUMMARY

         The following summary is qualified in its entirety by the more detailed
information appearing in this Prospectus.

Investment Objective and Policies

         The Fund's investment objective is long term capital  appreciation.  It
seeks to achieve this objective by investing  primarily in equity  securities of
companies  which are  engaged in the  technology  and  communications  industry,
focusing  specifically  on Internet  related  companies and companies  which are
likely  to  benefit  from  the  growth  of the  Internet  industry.  There is no
assurance that the Fund will achieve its investment objective. The companies the
Fund will invest in will include Internet access  providers,  network  equipment
manufacturers,  computer hardware and software  developers,  content  providers,
developers  of search  engines,  data  services,  specialty  Internet  services,
financial services and Internet presence providers.

Purchasing Shares

         Shares of the Fund are offered at net asset value.  Shares
of the Fund are offered continuously and may be purchased from


<PAGE>



the Distributor or through the Transfer Agent. See "How to
Purchase Shares."

Minimum Investment

         $1,000 minimum investment ($50 through Automatic Investment
Plan).  $50 minimum for subsequent purchases.

Reinvestment

         Automatic   reinvestment  of  dividends  and  capital  gains  unless  a
shareholder elects to receive cash.

Other Features

Automatic Investment Plan
Automatic Withdrawal Plan
Retirement Plans
Reinvestment Privilege

Dividends and Other Distributions

         Dividends  from net  investment  income are  declared and paid at least
annually. Capital gains, if any, are distributed at least annually.

Net Asset Value

         Determined once daily on each business day.

Redeeming Shares

         Shares of the Fund may be redeemed at net asset value by
mail or telephone.  See "How to Redeem Shares."

Investment Risks and Special Considerations

         The Fund's  performance  and price per share will change daily based on
many factors,  including  national and international  economic  conditions,  the
overall level of equity  prices,  general market  conditions  and  international
exchange rates.  Depending on these factors, the net asset value of the Fund may
decrease instead of increase.  The Fund may invest in the securities of emerging
growth companies, which may involve greater price volatility and risk than those
incurred by funds that do not invest in such  companies.  In addition,  the Fund
will concentrate its investments in securities of companies  engaged in Internet
related  businesses.  There  is no  assurance  that the Fund  will  achieve  its
investment objective. See "Investment Objective and Policies."

Investment Advisor

         As investment advisor for the Fund, Munder Capital


<PAGE>



Management provides overall investment management for the Fund,
provides research and credit analysis, is responsible for all
purchases and sales of portfolio securities, maintains records
relating to such purchases and sales, and provides reports to the
Company's Board of Directors.  See "Management -- Investment
Advisor."

Distributor

         Funds Distributor, Inc.

                                  EXPENSE TABLE

         The  following  table sets forth  certain  costs and  expenses  that an
investor will incur either  directly or indirectly as a shareholder  of the Fund
based on estimated operating expenses.

         Shareholder transaction expenses:
                  Maximum sales load on purchases                        None
                  Maximum sales load on reinvested dividends             None
                  Maximum contingent deferred sales charge               None
                  Redemption Fees                                        None
         Annual operating expenses:
                  (as percentage of average net assets)
                  Advisory fees                                          1.00%
                  12b-1 fees                                             0.25%
                  Other expenses                                         0.25%
 
         Total fund operating expenses                                   1.50%

         With respect to the Fund,  the amount of "Other  Expenses" in the table
above is based on estimated expenses and projected assets for the current fiscal
year.  See  "Management"  in this  Prospectus  for a further  description of the
Fund's operating expenses. Any fees charged by institutions directly to customer
accounts for services  provided in connection with  investments in shares of the
Fund are in addition to the expenses  shown in the above  Expense  Table and the
Example  shown below.  The Transfer  Agent may deduct a wire  redemption  fee of
$7.50 for wire redemptions under $5,000.

EXAMPLE

         The following example demonstrates the projected dollar amount of total
cumulative  expenses that would be incurred over various periods with respect to
a hypothetical investment in the Fund. These amounts are based on payment by the
Fund of operating  expenses at the levels set forth in the above table,  and are
also based on the following assumptions:

         An investor would pay the following  expenses on a $1,000 investment in
the Fund assuming (1) a hypothetical  5% annual return and (2) redemption at the
end of the following time periods:


<PAGE>




                                    1 Year                    3 Years
                                    $15                       $47

         The  foregoing  Expense  Table  and  Example  are  intended  to  assist
investors in  understanding  the various  shareholder  transaction  expenses and
operating   expenses  of  the  Fund  that  investors  bear  either  directly  or
indirectly.

         THE EXAMPLE SHOWN ABOVE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF FUTURE INVESTMENT RETURN OR OPERATING EXPENSES.
ACTUAL INVESTMENT RETURN AND OPERATING EXPENSES MAY BE MORE OR
LESS THAN THOSE SHOWN.

         The Net Net Fund is a series of shares issued by the Munder Funds, Inc.
(the "Company"),  an open-end  management  investment  company.  The Company was
incorporated  under the laws of the State of Maryland  on November  18, 1992 and
has registered  under the Investment  Company Act of 1940, as amended (the "1940
Act"). The Fund's principal office is located at 480 Pierce Street,  Birmingham,
Michigan 48009 and its telephone number is (800) 438-5789.

                        INVESTMENT OBJECTIVE AND POLICIES

         This Prospectus  describes the Net Net Fund.  Purchasing  shares of the
Fund should not be considered a complete  investment  program,  but an important
segment of a well-diversified investment program.

         The  Fund  is  designed  for   investors   seeking  long  term  capital
appreciation.  The Fund focuses on companies with the potential for  significant
long term  capital  appreciation  from their  involvement  in the  Internet  and
related businesses.

         The investment  objective of the Fund is to provide  shareholders  with
long term  capital  appreciation.  The Fund seeks to achieve  this  objective by
investing  primarily  in companies  principally  engaged in the  technology  and
communications industry, focusing specifically on securities of Internet-related
companies  and  companies  which are  likely to  benefit  from the growth of the
Internet  industry.  Income is not a primary  consideration  in the selection of
investments.

         Under normal conditions, the Fund will invest at least 65% of its total
assets in equity securities of companies listed on U.S. securities  exchanges or
NASDAQ which are principally engaged in the research,  design,  manufacturing or
distribution  of  products,  processes  or services  that will  provide,  or are
expected to benefit from,  technological advances or improvements that relate to
the Internet and/or related businesses.  Equity securities include common stock,
preferred stock and securities convertible into common stock. The specific risks
of investing in  Internet-related  securities  are summarized  under  "Portfolio
Instruments and Practices-Industry Concentration."


<PAGE>




         The Fund may also invest in short-term money market  securities.  Under
normal market  conditions,  short-term money market securities could comprise up
to 35% of the Fund's total assets.  The Fund could invest a higher percentage of
its assets in money market securities for temporary defensive purposes.

         The Fund's  investment  objective  and all other  investment  policies,
unless otherwise noted, are  non-fundamental  and may be changed by the Board of
Directors without shareholder approval.

         The  Internet is a world-wide  network of computers  designed to permit
users to share information and transfer data quickly and easily.  The World Wide
Web ("WWW") which is a means of graphically  interfacing with the Internet, is a
hyper-text  based  publishing  medium  containing  text,  graphics,  interactive
feedback  mechanisms  and links within WWW documents and to other WWW documents.
The Advisor  believes  that the Internet is the emerging  frontier  interlinking
computers,   telecommunications   and   broadcast.   Consequently,   there   are
opportunities  for continued growth in demand for components,  products,  media,
services, and systems to assist,  facilitate,  enhance, store, process,  record,
reproduce, retrieve and distribute information, products and services for use by
businesses,  institutions and consumers.  Companies engaged in these efforts are
the central focus of the Fund.  However,  older  technologies such as telephone,
broadcast,  cable, computer and related video, print and photography may also be
represented  when the Advisor  believes that these  companies  may  successfully
integrate existing technology with new emerging technologies.

         The value of Fund shares may be  susceptible  to factors  affecting the
industries   described  above.  These  industries  may  be  subject  to  greater
governmental  regulation than many other  industries and changes in governmental
policies and the need for regulatory approvals may have a material effect on the
products and services of these  industries.  In addition,  because of its narrow
industry  focus,  the Fund's  performance  is closely  tied to, and affected by,
these  industries.  Companies  in an  industry  are  often  faced  with the same
obstacles,  issues  or  regulatory  burdens,  and  their  securities  may  react
similarly and move in unison to these and other market conditions.

         Finally,   competitive   pressures  and  changing  demand  may  have  a
significant effect on the financial  condition of companies in these industries.
Such  companies  spend heavily on research and  development  and are  especially
sensitive to the risk of product obsolescence.

         Although  securities  of large and  well-established  companies  in the
information technology industries will be held in the Fund's portfolio, the Fund
also will invest in medium,  small and/or  newly-public  companies  which may be
subject to greater share price  fluctuations and declining growth,  particularly
in the event of rapid changes in technology and/or increased


<PAGE>



competition.  Securities of those smaller  and/or less seasoned  companies  may,
therefore, expose shareholders of the Fund to above-average risk.

                       PORTFOLIO INSTRUMENTS AND PRACTICES

         Investment  strategies  that are  available  to the Fund are set  forth
below.  Additional  information concerning certain of these strategies and their
related risks is contained in the Statement of Additional Information.

         EQUITY  SECURITIES.  The Fund will  invest in  common  stocks,  and may
invest in warrants and similar  rights to purchase  common  stock.  The Fund may
invest  up to 5% of its net  assets  at the time of  purchase  in  warrants  and
similar rights (other than those that have been acquired in units or attached to
other  securities).  Warrants  represent  rights  to  purchase  securities  at a
specific  price valid for a specific  period of time.  The prices of warrants do
not  necessarily  correlate  with the prices of the  underlying  securities.  In
addition,  the Fund may invest in convertible  bonds and  convertible  preferred
stock.  A convertible  security is a security that may be converted  either at a
stated price or rate within a specified  period of time into a specified  number
of shares of common  stock.  By investing in  convertible  securities,  the Fund
seeks the  opportunity,  through the conversion  feature,  to participate in the
capital  appreciation  of  the  common  stock  into  which  the  securities  are
convertible,  while earning  higher  current  income than is available  from the
common  stock.  Although the Fund may acquire  convertible  securities  that are
rated below investment grade by Standard & Poor's Corporation ("S&P") or Moody's
Investors  Service,   Inc.  ("Moody"),   it  is  expected  that  investments  in
lower-rated  convertible securities will not exceed 5% of the value of the total
assets of the Fund at the time of purchase.

         FOREIGN  SECURITIES.  The Fund may invest in the  securities of foreign
issuers.  There are certain risks and costs  involved in investing in securities
of companies and  governments of foreign  nations,  which are in addition to the
usual risks  inherent in U.S.  investments.  Investments  in foreign  securities
involve  higher costs than  investments  in U.S.  securities,  including  higher
transaction  costs as well as the  imposition  of  additional  taxes by  foreign
governments.  In addition,  foreign  investments  may include  additional  risks
associated with the level of currency  exchange rates,  less complete  financial
information about the issuers, less market liquidity, and political instability.
Future  political  and  economic   developments,   the  possible  imposition  of
withholding taxes on interest income, the possible seizure or nationalization of
foreign  holdings,  the  possible  establishment  of exchange  controls,  or the
adoption of other  governmental  restrictions might adversely affect the payment
of principal and interest on foreign  obligations.  Additionally,  foreign banks
and foreign branches of domestic banks may be subject to less stringent  reserve
requirements, and


<PAGE>



to different accounting, auditing and recordkeeping requirements.

         Although  the Fund may  invest in  securities  denominated  in  foreign
currencies, portfolio securities and other assets held by the Fund are valued in
U.S.  dollars.  As a  result,  the net  asset  value of the  Fund's  shares  may
fluctuate with U.S.  dollar  exchange rates as well as with price changes of its
portfolio securities in the various local markets and currencies. In addition to
favorable  and  unfavorable  currency  exchange-rate  developments,  the Fund is
subject to the possible imposition of exchange control regulations or freezes on
convertibility of currency.

         Investments  in  foreign  securities  may be in the  form  of  American
Depositary  Receipts ("ADRs"),  European Depositary Receipts ("EDRs") or similar
securities.  These securities may not be denominated in the same currency as the
securities they represent. ADRs are receipts typically issued by a United States
bank or trust company evidencing ownership of the underlying foreign securities.
EDRs are  receipts  issued by a  European  financial  institution  evidencing  a
similar arrangement.  Generally,  ADRs, in registered form, are designed for use
in United States securities markets,  and EDRs, in bearer form, are designed for
use in the European securities markets.

         FORWARD FOREIGN CURRENCY  EXCHANGE  CONTRACTS.  The Fund may enter into
forward  currency  exchange  contracts  in an  effort  to  reduce  the  level of
volatility  caused by changes in foreign  currency  exchange rates. The Fund may
not enter into these  contracts for  speculative  purposes.  A forward  currency
exchange  contract is an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the  parties,  at a price set at the time of  contract.  The Fund
will  segregate  cash or liquid  securities to cover its  obligation to purchase
foreign  currency  under a forward  foreign  currency  contract.  Although  such
contracts tend to minimize the risk of loss due to a decline in the value of the
hedged  currency,  at the same time they tend to limit any  potential  gain that
might be realized should the value of such currency increase.  The Fund will not
enter into forward foreign currency exchange  contracts if as a result, the Fund
will have more than 20% of its total assets  committed to  consummation  of such
forward foreign currency exchange contracts.

         FUTURES CONTRACTS AND OPTIONS. The Fund may invest in futures contracts
and options on futures contracts for hedging purposes or to maintain  liquidity.
However, the Fund may not purchase or sell a futures contract unless immediately
after any such transaction the sum of the aggregate amount of margin deposits on
its  existing  futures  positions  and the amount of  premiums  paid for related
options is 5% or less of its total assets.

         Futures contracts obligate the Fund, at maturity, to take or


<PAGE>



make  delivery of certain  securities  or the cash value of a bond or securities
index. When interest rates are rising, futures contracts can offset a decline in
value  of the  Fund's  portfolio  securities.  When  rates  are  falling,  these
contracts can secure higher yields for securities the Fund intends to purchase.

         The Fund  may  purchase  and  sell  call  and put  options  on  futures
contracts  traded on an exchange or board of trade.  When the Fund  purchases an
option  on a  futures  contract,  it has the  right to  assume a  position  as a
purchaser or seller of a futures  contract at a specified  exercise price at any
time  during  the  option  period.  When the Fund  sells an  option on a futures
contract,  it becomes  obligated  to purchase or sell a futures  contract if the
option is exercised.  In anticipation of a market advance, the Fund may purchase
call options on futures  contracts  as a substitute  for the purchase of futures
contracts to hedge against a possible  increase in the price of securities which
the Fund intends to purchase.  Similarly,  if the value of the Fund's  portfolio
securities is expected to decline,  the Fund might  purchase put options or sell
call  options  on futures  contracts  rather  than sell  futures  contracts.  In
connection with the Fund's position in a futures contract or option thereon, the
Fund will create a segregated  account of liquid assets or will otherwise  cover
its position in accordance with applicable requirements of the SEC.

         In addition, the Fund, may write covered call options, buy put options,
buy call  options  and write  secured put options on  particular  securities  or
various stock indices.  Options trading is a highly  specialized  activity which
entails greater than ordinary  investment  risks. A call option for a particular
security  gives the  purchaser  of the option the right to buy, and a writer the
obligation to sell, the underlying  security at the stated exercise price at any
time prior to the  expiration  of the option,  regardless of the market price of
the security. The premium paid to the writer is in consideration for undertaking
the  obligations  under the  option  contract.  A put  option  for a  particular
security  gives the purchaser the right to sell the  underlying  security at the
stated  exercise price at any time prior to the  expiration  date of the option,
regardless  of the market price of the  security.  In contrast to an option on a
particular  security,  an option on a stock index  provides  the holder with the
right to make or receive a cash settlement upon exercise of the option.

         The use of derivative  instruments exposes the Fund to additional risks
and  transaction  costs.  Risks  inherent in the use of  derivative  instruments
include:  (1) the risk that  interest  rates,  securities  prices  and  currency
markets will not move in the direction that a portfolio manager anticipates; (2)
imperfect correlation between the price of derivative  instruments and movements
in the prices of the securities,  interest rates or currencies being hedged; (3)
the fact that skills needed to use these  strategies  are  different  than those
needed to select


<PAGE>



portfolio  securities;  (4) inability to close out certain  hedged  positions to
avoid adverse tax  consequences;  (5) the possible absence of a liquid secondary
market  for  any  particular  instrument  and  possible  exchange-imposed  price
fluctuation limits, either of which may make it difficult or impossible to close
out a position when desired;  (6) leverage risk,  that is, the risk that adverse
price movements in an instrument can result in a loss substantially greater than
the Fund's initial  investment in that instrument (in some cases,  the potential
loss is unlimited);  and (7)  particularly  in the case of  privately-negotiated
instruments,   the  risk  that  the  counterparty   will  fail  to  perform  its
obligations,  which  could  leave the Fund worse off than if it had not  entered
into the position.

         When the Fund invests in a derivative instrument, it may be required to
segregate cash and other high-grade  liquid debt securities or certain portfolio
securities  to  "cover"  the Fund's  position.  Assets  segregated  or set aside
generally  may not be disposed of so long as the Fund  maintains  the  positions
requiring  segregation  or cover.  Segregating  assets could diminish the Fund's
return due to the opportunity  losses of foregoing  other potential  investments
with the segregated assets.

         The Fund is not a commodity pool, and all futures  transactions engaged
in  by  the  Fund  must  constitute  bona  fide  hedging  or  other  permissible
transactions  in accordance  with the rules and  regulations  promulgated by the
Commodity Futures Trading  Commission.  Successful use of futures and options is
subject to special risk considerations.

         For  a  further   discussion  see   "Additional   Information  on  Fund
Investments" and the Appendix to the Statement of Additional Information.

         REPURCHASE  AGREEMENTS.  The Fund may agree to purchase securities from
financial  institutions  subject to the seller's agreement to repurchase them at
an  agreed-upon  time  and  price  ("repurchase   agreements").   The  financial
institutions  with which the Fund may enter into repurchase  agreements  include
banks and non-bank dealers of U.S. Government  securities that are listed on the
Federal Reserve Bank of New York's list of reporting  dealers.  The Advisor will
review and  continuously  monitor  the  creditworthiness  of the seller  under a
repurchase agreement, and will require the seller to maintain liquid assets in a
segregated  account in an amount  that is  greater  than the  repurchase  price.
Default  by or  bankruptcy  of the  seller  would,  however,  expose the Fund to
possible loss because of adverse market action or delays in connection  with the
disposition of the underlying obligations.

         REVERSE REPURCHASE AGREEMENTS.  The Fund may borrow funds for temporary
purposes by selling portfolio securities to financial institutions such as banks
and  broker/dealers and agreeing to repurchase them at a mutually specified date
and price  ("reverse  repurchase  agreements").  Reverse  repurchase  agreements
involve


<PAGE>



the risk that the market  value of the  securities  sold by the Fund may decline
below the  repurchase  price.  The Fund would pay  interest on amounts  obtained
pursuant to a reverse repurchase agreement.

         INVESTMENT  COMPANY  SECURITIES.  In connection  with the management of
daily  cash  positions,  the Fund  may  invest  in  securities  issued  by other
investment  companies  which invest in short-term debt securities and which seek
to  maintain a $1.00 net asset value per share  (i.e.,  "money  market  funds").
Securities  of  other  investment  companies  will  be  acquired  within  limits
prescribed by the 1940 Act. These  limitations,  among other  matters,  restrict
investments in securities of other  investment  companies to no more than 10% of
the value of the  Fund's  total  assets,  with no more than 5%  invested  in the
securities of any one investment company. As a shareholder of another investment
company,  the Fund  would  bear,  along with  other  shareholders,  its pro rata
portion of the other investment  company's  expenses,  including  advisory fees.
These  expenses  would be in addition to the expenses the Fund bears directly in
connection with its own operations.

         LIQUIDITY   MANAGEMENT.   Pending   investment,   to  meet  anticipated
redemption  requests,  or  as a  temporary  defensive  measure  if  the  Advisor
determines  that market  conditions  warrant,  the Fund may also invest  without
limitation in short-term U.S. Government obligations,  high quality money market
instruments, variable and floating rate instruments and repurchase agreements as
described above.

         High quality money market instruments may include obligations issued by
Canadian  corporations  and  Canadian  counterparts  of  U.S.  corporations  and
Europaper,  which  is U.S.  dollar-denominated  commercial  paper  of a  foreign
issuer.  The Fund may also purchase U.S.  dollar-denominated  bank  obligations,
such as  certificates  of deposit,  bankers'  acceptances  and  interest-bearing
savings  and  time  deposits,  issued  by  U.S.  or  foreign  banks  or  savings
institutions  having  total  assets  at the time of  purchase  in  excess  of $1
billion.   Short-term  obligations  purchased  by  the  Fund  will  either  have
short-term debt ratings at the time of purchase in the top two categories by one
or more unaffiliated  nationally  recognized  statistical  rating  organizations
("NRSROs")  or be  issued by  issuers  with such  ratings.  Unrated  instruments
purchased  by the  Fund  will be of  comparable  quality  as  determined  by the
Advisor.

         ILLIQUID  SECURITIES.  The Fund may invest up to 15% of the total value
of its net assets  (determined at time of acquisition)  in securities  which are
illiquid.  Illiquid securities would generally include repurchase agreements and
time deposits with notice/termination dates in excess of seven days, and certain
securities  which are  subject  to  trading  restrictions  because  they are not
registered  under the Securities Act of 1933, as amended (the "Act").  If, after
the time of acquisition, events cause this


<PAGE>



limit to be exceeded, the Fund will take steps to reduce the aggregate amount of
illiquid  securities as soon as reasonably  practicable  in accordance  with the
policies of the SEC.

         The Fund may invest in commercial obligations issued in reliance on the
"private placement" exemption from registration  afforded by Section 4(2) of the
Act ("Section 4(2) paper").  The Fund may also purchase  securities that are not
registered  under  the Act,  but which  can be sold to  qualified  institutional
buyers in  accordance  with Rule 144A  under the Act ("Rule  144A  securities").
Section 4(2) paper is restricted as to disposition under the Federal  securities
laws, and generally is sold to institutional investors which agree that they are
purchasing the paper for investment and not with a view to public  distribution.
Any resale by the purchaser must be in an exempt transaction. Section 4(2) paper
normally  is  resold  to  other  institutional  investors  through  or with  the
assistance  of the  issuer  or  investment  dealers  which  make a market in the
Section 4(2) paper,  thus providing  liquidity.  Rule 144A securities  generally
must be sold  only to other  qualified  institutional  buyers.  If a  particular
investment in Section 4(2) paper or Rule 144A securities is not determined to be
liquid,  that  investment  will be  included  within  the Fund's  limitation  on
investment in illiquid  securities.  The Advisor will determine the liquidity of
such  investments  pursuant to guidelines  established by the Company's Board of
Directors. The Fund will limit its investment in restricted securities to 10% of
the Fund's total  assets,  excluding  Rule 144A  securities,  and will limit its
investment in all restricted securities,  including Rule 144A securities, to 15%
of its total assets.

         U.S. GOVERNMENT OBLIGATIONS.  The Funds may purchase
obligations issued or guaranteed the U.S. Government and U.S.
Government agencies and instrumentalities. Obligations of certain
agencies and instrumentalities of the U.S. Government, such as
those of the Government National Mortgage Association, are
supported by the full faith and credit of the U.S. Treasury.
Others, such as those of the Export-Import Bank of the United
States, are supported by the right of the issuer to borrow from
the U.S. Treasury; and still others, such as those of the Student
Loan Marketing Association, are supported only by the credit of
the agency or instrumentality issuing the obligation. No
assurance can be given that the U.S. Government would provide
financial support to U.S. Government-sponsored instrumentalities
if it is not obligated to do so by law.

         BORROWING.  The Fund is  authorized to borrow money in amounts up to 5%
of the  value of the  Fund's  total  assets  at the time of such  borrowing  for
temporary purposes.  However,  the Fund is authorized to borrow money in amounts
up to 33 1/3% of its assets,  as  permitted  by the 1940 Act, for the purpose of
meeting  redemption  requests.  Borrowing by the Fund creates an opportunity for
greater total return but, at the same time,  increases exposure to capital risk.
In addition, borrowed funds are subject


<PAGE>



to interest  costs that may offset or exceed the return  earned on the  borrowed
funds. However, the Fund will not purchase portfolio securities while borrowings
exceed 5% of the Fund's total assets. For more detailed information with respect
to the risks  associated  with  borrowing,  see the heading  "Borrowing"  in the
Statement of Additional Information.

         LENDING  OF  PORTFOLIO  SECURITIES.   To  enhance  the  return  of  the
portfolio,  the Fund may lend securities in its portfolio representing up to 25%
of its total assets,  taken at market value,  to securities  firms and financial
institutions,  provided that each loan is secured  continuously by collateral in
the form of cash,  high quality  money market  instruments  or  short-term  U.S.
Government  securities  adjusted  daily to have a market value at least equal to
the current market value of the securities loaned. The risk in lending portfolio
securities,  as with other  extensions of credit,  consists of possible delay in
the  recovery of the  securities  or possible  loss of rights in the  collateral
should the borrower fail financially.

         PORTFOLIO  TRANSACTIONS  AND  TURNOVER.  All orders for the purchase or
sale of  securities  on  behalf  of the  Fund are  placed  by the  Advisor  with
broker/dealers that the Advisor selects. A high portfolio turnover rate involves
larger brokerage  commission  expenses or transaction  costs which must be borne
directly by the Fund, and may result in the  realization  of short-term  capital
gains which are taxable to shareholders as ordinary income. The Advisor will not
consider  portfolio  turnover  rate  a  limiting  factor  in  making  investment
decisions  consistent with the Fund's objective and policies.  It is anticipated
that the Fund's annual portfolio turnover rate will range from 200% to 250%.

         INDUSTRY  CONCENTRATION.  There can be no  assurance  that a  portfolio
consisting  primarily of securities  issued by companies engaged in Internet and
Internet-related  activities  will  achieve  the  Fund's  investment  objective.
Because the Fund concentrates its investments in securities of companies engaged
in  Internet  related-businesses,   its  shares  do  not  represent  a  complete
investment program and their value may fluctuate more than shares of a portfolio
invested in a broader range of industries. The value of Fund shares will also be
especially  susceptible to factors  affecting  companies engaged in Internet and
Internet-related activities. Such companies are generally subject to the rate of
change  in  technology  that is  higher  than in other  industries.  Changes  in
governmental  policies,  such as  telephone  and cable  regulations,  freedom of
speech and anti-trust  regulations  may have a material effect on the demand for
Internet  services.  Many of the products  and services of companies  engaged in
Internet and  Internet-related  activities  are also subject to relatively  high
risks of rapid obsolescence  caused by progressive  scientific and technological
advances.





<PAGE>



                             INVESTMENT LIMITATIONS

         The  Fund's  investment  objective  and  policies  stated  above may be
changed by the Fund's Board of Directors  without  approval by a majority of the
Fund's outstanding  shares. No assurance can be given that the Fund will achieve
its investment objective.

         The Fund has also adopted certain  fundamental  investment  limitations
that may be changed  only with the  approval of a "majority  of the  outstanding
shares of a Fund" (as defined in the Statement of Additional  Information).  The
following  descriptions  summarize several of the Fund's fundamental  investment
policies,   which  are  set  forth  in  full  in  the  Statement  of  Additional
Information.

         The Fund may not:

                  (1) purchase securities (except U.S. Government securities) if
         more than 5% of its total assets will be invested in the  securities of
         any one issuer, except that up to 25% of the Fund's total assets may be
         invested without regard to this 5% limitation;

                  (2) subject to the foregoing 25% exception, purchase
         more than 10% of the outstanding voting securities of any
         issuer;

                  (3) borrow money or issue senior securities (as defined in the
1940 Act) except (i) to borrow for  temporary  purposes in amounts not exceeding
5% of its total assets and (ii) to meet  redemption  requests,  in amounts (when
aggregated with amounts  borrowed under clause (i)) not exceeding 33 1/3% of its
total assets.

         These  investment  limitations  are  applied  at  the  time  investment
securities are purchased.

                             HOW TO PURCHASE SHARES

         Shares of the Fund are sold on a continuous  basis and may be purchased
on any day the New York Stock Exchange is open for business  directly from Funds
Distributor,   Inc.  (the   "Distributor")  or  the  Transfer  Agent.  Only  the
Distributor  is  authorized  to sell shares of the Fund.  The  Distributor  is a
registered  broker/dealer  with  principal  offices at 60 State Street,  Boston,
Massachusetts 02109.

         Shares  will be credited  to a  shareholder's  account at the net asset
value next computed after an order is received by the Distributor.  The issuance
of shares is recorded on the books of the Fund, and share  certificates  are not
issued unless expressly requested in writing. The Fund's management reserves the
right to reject any purchase order if, in its opinion,  it is in the Fund's best
interest to do so and to suspend the offering of shares of


<PAGE>



any class for any period of time.

The minimum initial  investment is $1,000 and subsequent  investments must be at
least $50.

         An account  may be opened by mailing a check or other  negotiable  bank
draft  (payable  to The Munder  Funds) for $1,000 or more with a  completed  and
signed Account  Application  Form to The Munder Funds,  c/o First Data, P.O. Box
9755 Providence,  Rhode Island  02940-9755.  An Account  Application Form may be
obtained by calling (800)  438-5789.  All such  investments  are made at the per
share net asset value of Fund shares next computed  following receipt of payment
by the  Transfer  Agent.  Confirmations  of the opening of an account and of all
subsequent  transactions  in the account are forwarded by the Transfer  Agent to
the shareholder's address of record.

         The completed  investment  application  must indicate a valid  taxpayer
identification  number  and must be  certified  as such.  Failure  to  provide a
certified taxpayer identification number may result in backup withholding at the
rate of 31%. Additionally, investors may be subject to penalties if they falsify
information with respect to their taxpayer identification numbers.

         In addition, investors having an account with a commercial bank that is
a member  of the  Federal  Reserve  System  may  purchase  shares of the Fund by
requesting their bank to transmit funds by wire to Boston Safe Deposit and Trust
Company,  Boston,  MA, ABA  #011001234,  DDA #16-798-3,  Fund Name,  Shareholder
Account Number, Account of (Registered Shareholder). Before wiring any funds, an
investor  must  contact the Fund by calling  (800)  438-5789 to confirm the wire
instructions.  The investor's name, account number,  taxpayer  identification or
social security number,  and address must be specified in the wire. In addition,
an Account  Application Form containing the investor's  taxpayer  identification
number should be forwarded within seven days of purchase to The Munder Funds c/o
First Data, P.O. Box 9755, Providence, Rhode Island 02940-9755.

         Additional  investment  may  be  made  at any  time  through  the  wire
procedures  described above,  which must include the investor's name and account
number. The investor's bank may impose a fee for investments by wire.

Automatic Investment Plan ("AIP")

         An investor in shares of the Fund may arrange for periodic  investments
in the Fund through  automatic  deductions from a checking or savings account by
completing the AIP portion in the Application  Form. The minimum  pre-authorized
investment amount is $50.





<PAGE>



                              HOW TO REDEEM SHARES

         Generally,  shareholders may require the Fund to redeem their shares by
sending a written request,  signed by the record owner(s),  to The Munder Funds,
c/o First Data, P.O. Box 9755, Providence, Rhode Island 02940-9755.

Signature Guarantee

         If the proceeds of the redemption  are greater than $50,000,  or are to
be paid to  someone  other  than the  registered  holder,  or to other  than the
shareholder's  address of record,  or if the shares are to be  transferred,  the
owner's  signature  must be  guaranteed  by a commercial  bank,  trust  company,
savings  association or credit union as defined by the Federal Deposit Insurance
Act,  or  by a  securities  firm  having  membership  on a  recognized  national
securities exchange. If the proceeds of the redemption are less than $50,000, no
signature  guarantees  are required for shares for which  certificates  have not
been issued when an  application  is on file with the Transfer Agent and payment
is to be made to the  shareholder  of record  at the  shareholder's  address  of
record.  The  redemption  price  shall be the net asset  value  per  share  next
computed after receipt of the redemption request in proper order. See "Net Asset
Value."

Expedited Redemption

         In addition, a shareholder  redeeming at least $1,000 of shares and who
has  authorized  expedited  redemption  on the  application  form filed with the
Transfer Agent may, at the time of such redemption, request that funds be mailed
to the commercial bank or registered  broker-dealer previously designated on the
application  form by  telephoning  the Fund at (800) 438-5789 prior to 4:00 p.m.
New York City time.  Redemption  proceeds  will be sent on the next business day
following receipt of the telephone redemption request. If a shareholder seeks to
use an expedited method of redemption of shares recently purchased by check, the
Fund may withhold the redemption  proceeds until it is reasonably assured of the
collection of the check representing the purchase, which may take up to 15 days.

         The Company,  the  Distributor and the Transfer Agent reserve the right
at any time to suspend or terminate  the  expedited  redemption  procedure or to
impose a fee for this  service.  During  periods of unusual  economic  or market
changes,  shareholders  may  experience  difficulties  or  delays  in  effecting
telephone  redemptions.  The Transfer  Agent has instituted  procedures  that it
believes  are  reasonably  designed  to  insure  that  redemption   instructions
communicated by telephone are genuine,  and could be liable for losses caused by
unauthorized or fraudulent  instructions in the absence of such procedures.  The
procedures currently include a recorded  verification of the shareholder's name,
social  security  number  and  account  number,  followed  by the  mailing  of a
statement confirming the transaction, which is sent


<PAGE>



to the address of record. If these procedures are followed, neither the Company,
the  Distributor  nor the  Transfer  Agent  will be  responsible  for any  loss,
damages,  expense or cost arising out of any telephone redemptions effected upon
instructions  believed  by  them  to be  genuine.  Redemption  proceeds  will be
mailed/wired only according to the previously established instructions.

         The right of redemption and payment of redemption  proceeds are subject
to suspension for any period during which the New York Stock Exchange is closed,
or when trading on the New York Stock  Exchange is  restricted  as determined by
the SEC;  during  any  period  when an  emergency  as  defined  by the rules and
regulations  of the SEC  exists;  or during any period when the SEC has by order
permitted  such  suspension.  The Fund will not mail  redemption  proceeds until
checks (including  certified checks or cashier's checks) received for the shares
purchased have cleared, which can be as long as 15 days.

         There is no minimum for telephone  redemptions paid by check.  However,
the  Transfer  Agent may deduct its current  wire fee from the  principal in the
shareholder's  account for wire redemptions under $5,000. As of the date of this
Prospectus, this fee was $7.50 for each wire redemption.  There is no charge for
wire redemptions of $5,000 or more.

         The  value  of  shares  on  repurchase  may be more or  less  than  the
investor's  cost  depending  upon  the  market  value  of the  Fund's  portfolio
securities at the time of redemption.

Involuntary Redemption

         The Fund may involuntarily redeem an investor's shares if the net asset
value of such shares is less than $500;  provided that  involuntary  redemptions
will not result  from  fluctuations  in the value of an  investor's  shares.  An
investor may be notified that the value of the  investor's  account is less than
$500, in which case the investor  would be allowed 60 days to make an additional
investment before the redemption is processed.

Automatic Withdrawal Plan ("AWP")

         The Fund  offers  an  Automatic  Withdrawal  Plan  which may be used by
shareholders who wish to receive regular distributions from their accounts. Upon
commencement of the AWP, the account must have a current value of $2,500 or more
in the Fund. Shareholders may elect to receive automatic cash payments of $50 or
more on a monthly, quarterly, semi-annual or annual basis. Automatic withdrawals
are normally  processed on the 20th day of the applicable  month or, if such day
is not a day the New  York  Stock  Exchange  is open for  business,  on the next
business day and are paid promptly  thereafter.  An investor may utilize the AWP
by completing  the AWP portion of the  Application  Form  available  through the
Transfer Agent.



<PAGE>



         Shareholders   should  realize  that  if  withdrawals   exceed  capital
appreciation  and/or income  dividends  their invested  principal in the account
will be  depleted.  Thus,  depending  upon  the  frequency  and  amounts  of the
withdrawal  payments  and/or any  fluctuations in the net asset value per share,
their original  investment  could be exhausted  entirely.  To participate in the
AWP, shareholders must have their dividends automatically reinvested and may not
hold share certificates.  Shareholders may change or cancel the AWP at any time,
upon written notice to the Transfer Agent.

No Exchanges

         Exchanges  with the other  Munder  mutual funds are not  permitted.  To
purchase  shares of another Munder mutual fund, a shareholder  may redeem his or
her shares of the Fund and use the  redemption  proceeds to  purchase  shares in
accordance with the purchase procedures of the other Munder mutual fund.

                           DIVIDENDS AND DISTRIBUTIONS

         Shareholders  of the Fund are entitled to dividends  and  distributions
from the net income and capital gains, if any, earned on investments held by the
Fund. The net income of the Fund is declared annually as a dividend.

         The Fund's net realized capital gains (including net short-term capital
gains), if any, are distributed at least annually.

         Dividends and capital  gains are paid in the form of additional  shares
of the Fund unless a shareholder  requests  that  dividends and capital gains be
paid in cash.  In the absence of this request on the Account  Application  Form,
each purchase of shares is made on the  understanding  that the Fund's  Transfer
Agent is automatically appointed to receive the dividends upon all shares in the
shareholder's  account and to reinvest them in full and fractional shares of the
same Fund at the net asset  value in  effect  at the  close of  business  on the
reinvestment date.

         The Fund's  expenses  are  deducted  from the income of the Fund before
dividends are declared and paid. These expenses include, but are not limited to,
fees paid to the Advisor, Administrator,  Custodian and Transfer Agent; fees and
expenses of officers and Directors;  taxes;  interest;  legal and auditing fees;
brokerage fees and  commissions;  certain fees and expenses in  registering  and
qualifying  the Fund and its shares for  distribution  under  Federal  and state
securities laws; expenses of preparing prospectuses and statements of additional
information  and of printing and  distributing  prospectuses  and  statements of
additional  information  to  existing  shareholders;  the  expense of reports to
shareholders,  shareholders' meetings and proxy solicitations; fidelity bond and
Directors'  and officers'  liability  insurance  premiums;  the expense of using
independent


<PAGE>



pricing services; and other expenses which are not assumed by the Administrator.
Any  general  expenses  of the  Company  that are not  readily  identifiable  as
belonging to a particular  fund of the Company are allocated  among all funds of
the Company by or under the direction of the Board of Directors in a manner that
the  Board  determines  to be  fair  and  equitable.  Except  as  noted  in this
Prospectus  and the  Statement of  Additional  Information,  the Fund's  service
contractors  bear expenses in connection with the performance of their services,
and the Fund  bears  the  expenses  incurred  in its  operations.  The  Advisor,
Administrator,  Custodian  and  Transfer  Agent may  voluntarily  waive all or a
portion of their respective fees from time to time.

                                 NET ASSET VALUE

         Net asset value for shares in the Fund is  calculated  by dividing  the
value of all  securities  and  other  assets  belonging  to the  Fund,  less the
liabilities charged, by the number of outstanding shares.

         The net asset  value per share of the Fund for the  purpose  of pricing
purchase and redemption  orders is determined as of the close of regular trading
on the New York Stock  Exchange  (currently  4:00  p.m.,  New York time) on each
business day.

         With  respect  to the Fund,  securities  that are  traded on a national
securities  exchange or on the NASDAQ  National  Market System are valued at the
last sale price on such  exchange  or market as of the close of  business on the
date of valuation. Securities traded on a national securities exchange or on the
NASDAQ  National  Market  System  for which  there  were no sales on the date of
valuation and securities  traded on other  over-the-counter  markets,  including
listed   securities   for  which  the   primary   market  is   believed   to  be
over-the-counter,  are valued at the mean between the most  recently  quoted bid
and asked  prices.  Options  will be valued at market  value or fair value if no
market exists. Futures contracts will be valued in like manner, except that open
futures contract sales will be valued using the closing  settlement price or, in
the absence of such a price,  the most  recently  quoted asked price.  Portfolio
securities primarily traded on the London Stock Exchange are generally valued at
the  mid-price  between the current bid and asked prices.  Portfolio  securities
which are  primarily  traded on  foreign  securities  exchanges,  other than the
London Stock Exchange,  are generally valued at the preceding  closing values of
such  securities  on  their  respective  exchanges,  except  when an  occurrence
subsequent to the time a value was so established is likely to have changed such
value. In such an event,  the fair value of those  securities will be determined
through the  consideration  of other  factors by or under the  direction  of the
Boards of Directors.  Restricted  securities and securities and assets for which
market  quotations  are not  readily  available  are valued at fair value by the
Advisor under the  supervision of the Boards of Directors.  Debt securities with
remaining maturities of 60 days or less are valued at


<PAGE>



amortized  cost,  unless the Boards of Directors  determine  that such valuation
does not constitute fair value at that time. Under this method,  such securities
are valued  initially  at cost on the date of  purchase  (or the 61st day before
maturity).

         The Fund does not accept purchase and redemption orders on days the New
York  Stock  Exchange  is  closed.  The New York  Stock  Exchange  is  currently
scheduled to be closed on New Year's Day, Presidents' Day, Good Friday, Memorial
Day (observed),  Independence Day, Labor Day, Thanksgiving and Christmas, and on
the preceding Friday or subsequent  Monday when one of these holidays falls on a
Saturday or Sunday, respectively.

                                   MANAGEMENT

Board of Directors

         The Company is managed under the  direction of its governing  Boards of
Directors.  The  Statement  of  Additional  Information  contains  the  name and
background information of each Director.

Investment Advisor

         The  investment  advisor of the Fund is Munder  Capital  Management,  a
Delaware general  partnership  with its principal  offices at 480 Pierce Street,
Birmingham,  Michigan 48009. The principal  partners of the Advisor are Old MCM,
Inc., Woodbridge Capital Management,  Inc. ("Woodbridge") and WAM Holdings, Inc.
("WAM"). Woodbridge and WAM are indirect,  wholly-owned subsidiaries of Comerica
Incorporated.  Mr.  Lee  P.  Munder,  the  Advisor's  chief  executive  officer,
indirectly  owns or  controls a majority  of the  partnership  interests  in the
Advisor.  As of March 31, 1996, the Advisor and its affiliates had approximately
$31  billion in  discretionary  assets  under  active  management,  of which $15
billion were  invested in equity  securities,  $7 billion were invested in money
market or other  short-term  instruments,  and $9 billion were invested in other
fixed income securities.

         Subject to the  supervision  of the Board of  Directors of the Company,
the  Advisor  provides  overall  investment  management  for the Fund,  provides
research and credit  analysis,  is  responsible  for all  purchases and sales of
portfolio  securities,  maintains  books and records  with respect to the Fund's
securities  transactions and provides  periodic and special reports to the Board
of Directors as requested. Investment decisions for the Fund's portfolio will be
made by a committee of portfolio managers employed by the Advisor.

         For the advisory  services  provided  and  expenses  assumed by it, the
Advisor has agreed to a fee from the Fund,  computed daily and payable  monthly,
at an annual rate of 1.00% of the average daily net assets of the Fund.

         The Advisor may, from time to time, make payments to banks,


<PAGE>



broker-dealers or other financial  institutions for certain services to the Fund
and/or its shareholders,  including sub-administration,  sub-transfer agency and
shareholder servicing. Such payments are made out of the Advisor's own resources
and do not involve additional costs to the Fund or its shareholders.

Administrator, Custodian and Transfer Agent

         First  Data  Investor  Services  Group,  Inc.  ("First  Data"),   whose
principal business address is 53 State Street, Boston,  Massachusetts 02109 (the
"Administrator"),  serves  as  administrator  for  the  Fund.  First  Data  is a
wholly-owned  subsidiary of First Data Corporation.  The Administrator generally
assists  the  Company  in all  aspects  of its  administration  and  operations,
including the maintenance of financial records and fund accounting.

         First  Data  also  serves as the  Fund's  transfer  agent and  dividend
disbursing agent ("Transfer  Agent").  Shareholder  inquiries may be directed to
First Data at P.O. Box 9755,
Providence, Rhode Island, 02940-9755.

         As compensation  for their  services,  the  Administrator  and Transfer
Agent are entitled to receive  fees,  based on the  aggregate  average daily net
assets of the Fund and certain other  investment  portfolios that are advised by
the  Advisor,  computed  daily and payable  monthly at the rates of: .12% of the
first $2.8  billion of net  assets,  plus .105% of the next $2.2  billion of net
assets,  plus .10% of all net assets in excess of $5 billion with respect to the
Administrator  and .02% of the first $2.8  billion of net assets,  plus .015% of
the next $2.2 billion of net assets, plus .01% of all net assets in excess of $5
billion with respect to the Transfer Agent.  Administration  fees payable by the
Fund and certain other investment  portfolios advised by the Advisor are subject
to a minimum  annual fee of $1.2 million to be  allocated  among each series and
class  thereof.  The  Administrator  and  Transfer  Agent are also  entitled  to
reimbursement for out-of-pocket  expenses.  The Administrator has entered into a
Sub-Administration  Agreement with the  Distributor  under which the Distributor
provides  certain  administrative   services  with  respect  to  the  Fund.  The
Administrator  pays the  Distributor  a fee for  these  services  out of its own
resources at no cost to the Fund.

         Comerica Bank (the  "Custodian"),  whose principal  business address is
One Detroit Center,  500 Woodward  Avenue,  Detroit,  Michigan  48226,  provides
custodial services to the Fund. As compensation for its services,  the Custodian
is entitled to receive fees, based on the aggregate  average daily net assets of
the Fund and other  Funds of the Company and The Munder  Funds  Trust,  computed
daily and payable monthly at an annual rate of .03% of the first $100 million of
average  daily net assets,  .02% of the next $500 million of net assets and .01%
of net assets in excess of $600  million.  The Custodian  also receives  certain
transaction based fees.


<PAGE>




         For  an  additional  description  of  the  services  performed  by  the
Administrator,  Transfer  Agent and  Custodian,  see the Statement of Additional
Information.

Distribution Services Arrangement

         The Fund has adopted a Distribution and Service Plan, pursuant to which
the Fund uses its assets to finance  activities  relating to the distribution of
its shares to investors and the provision of certain  shareholder  services (the
"Plan").  Under the Plan, the Distributor is paid a distribution and service fee
at an annual  rate of up to 0.25% of the value of the Fund's  average  daily net
assets.

         The Plan permits payments to be made by the Fund to the Distributor for
expenditures  incurred by it in connection  with the  distribution of the Fund's
shares to investors and provision of certain shareholder  services including but
not limited to the payment of compensation,  including incentive compensation to
Service  Organizations to obtain various  distribution  related services for the
Funds.  The  Distributor  is also  authorized  to  engage  in  advertising,  the
preparation  and  distribution  of  sales   literature  and  other   promotional
activities on behalf of the Funds. In addition,  the Plan authorizes payments by
the Fund of the cost of preparing,  printing and distributing  fund prospectuses
and  statements  of  additional  information  to  prospective  investors  and of
implementing  and  operating  the Plan.  Distribution  expenses  also include an
allocation  of overhead of the  Distributor  and  accruals  for  interest on the
amount of  distribution  expenses that exceed  distribution  fees and contingent
deferred sales charges received by the Distributor.

         The Plan may be terminated at any time.  The Plan provides that amounts
paid as prescribed by the Plan at any time may not cause the  limitation on such
payments  established  by  the  Plan  to  be  exceeded.   The  amount  of  daily
compensation payable to the Distributor with respect to each day will be accrued
each day as a liability of the Fund and will  accordingly  reduce the Fund's net
assets upon such accrual.

         Payments under the Plan are not tied  exclusively  to the  distribution
and/or shareholder service expenses actually incurred by the Distributor and the
payments may exceed distribution and/or service expenses actually incurred.  The
Company's Board of Directors  evaluates the  appropriateness of the Plan and its
payment  terms on a continuous  basis and in doing so will consider all relevant
factors,  including expenses incurred by the Distributor and the amount received
under the Plan.

                                      TAXES

         The Fund  intends to qualify as a regulated  investment  company  under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). Such
qualification generally relieves


<PAGE>



the Fund of  liability  for Federal  income taxes to the extent its earnings are
distributed in accordance with the Code.

         Qualification  as a regulated  investment  company under the Code for a
taxable year  requires,  among other  things,  that the Fund  distribute  to its
shareholders  an amount equal to at least 90% of its investment  company taxable
income for such year. In general,  the Fund's investment  company income will be
its taxable income (including dividends, interest, and short-term capital gains)
subject to certain  adjustments  and  excluding  the excess of any net long term
capital gain for the taxable year over the net short-term  capital loss, if any,
for  such  year.  The  Fund  intends  to  distribute  substantially  all  of its
investment  company taxable income each taxable year. Such distributions will be
taxable as  ordinary  income to the Fund's  shareholders  who are not  currently
exempt from  Federal  income  taxes,  whether such income is received in cash or
reinvested in additional  shares.  (Federal income taxes for distributions to an
IRA or  qualified  retirement  plan are  deferred  under the Code if  applicable
requirements are met.) The dividends  received  deduction for corporations  will
apply to such  distributions  by the Fund to the extent of the total  qualifying
dividends  received by the distributing Fund from domestic  corporations for the
taxable year and if other applicable tax requirements are met.

         Substantially  all of the Fund's net realized long term capital  gains,
if any, will be distributed at least  annually.  The Fund generally will have no
tax liability with respect to such gains, and the distributions  will be taxable
to shareholders  who are not currently  exempt from Federal income taxes as long
term capital gains, no matter how long the shareholders have held their shares.

         Dividends  declared  in  October,  November,  or  December  of any year
payable to  shareholders  of record on a  specified  date in such months will be
deemed to have been received by shareholders and paid by the Fund on December 31
of such year if such dividends are actually paid during January of the following
year.

         Before  purchasing  shares in the Fund,  the  impact  of  dividends  or
distributions  which are expected to be declared or have been declared,  but not
paid,  should be carefully  considered.  Any dividend or  distribution  declared
shortly  after a purchase of such shares  prior to the record date will have the
effect of reducing  the per share net asset value by the per share amount of the
dividend or  distribution.  All or a portion of such  dividend or  distribution,
although in effect a return of capital, may be subject to tax.

         A taxable  gain or loss may also be  realized  by a holder of shares in
the Fund upon the redemption,  exchange or transfer of shares depending upon the
tax basis of the shares and their price at the time of the transaction.



<PAGE>



         On an annual basis, the Fund will send written notices to record owners
of shares regarding the Federal tax status of distributions made by them.

Foreign Taxes

         Income or gain from investments in foreign securities may be subject to
foreign  withholding  or other taxes.  It is expected the Fund may be subject to
foreign  withholding  taxes with respect to income  received from sources within
foreign countries.

         If the Fund invests in certain "passive foreign  investment  companies"
("PFICs"),  it will be subject to Federal  income tax (and  possibly  additional
interest  charges)  on a portion of any "excess  distribution"  or gain from the
disposition  of  such  shares  even  if  it  distributes   such  income  to  its
shareholders.  If the Fund  elects  to treat the PFIC as a  "qualified  electing
fund"  ("QEF")  and the PFIC  furnishes  certain  financial  information  in the
required  form to the Fund,  the Fund will  instead  be  required  to include in
income each year its  allocable  share of the ordinary  earnings and net capital
gains on the QEF,  regardless  of whether  received,  and such  amounts  will be
subject to the various distribution requirements described above.

         The  foregoing  summarizes  some of the  important  tax  considerations
generally  affecting  the Fund and its  shareholders  and is not  intended  as a
substitute  for careful tax  planning.  State and local tax laws may differ from
the Federal laws summarized above. Accordingly,  potential investors in the Fund
should consult their tax advisors with respect to their own tax situation.

                              DESCRIPTION OF SHARES

         The Fund operates as one series of the Company.

         The Company was  organized  as a Maryland  corporation  on November 18,
1992  and is also  registered  under  the  1940  Act as an  open-end  management
investment  company.  The  Company's  Articles of  Incorporation  authorize  the
Directors  to  classify  and  reclassify  any  unissued  shares into one or more
classes of shares. Pursuant to such authority, the Directors have authorized the
issuance  of  shares of  common  stock,  representing  interests  in The  Munder
Multi-Season  Growth Fund,  The Munder Real Estate Equity  Investment  Fund, The
Munder Mid-Cap Growth Fund, The Munder Value Fund, The Munder International Bond
Fund,  The Net Net Fund  and The  Munder  Money  Market  Fund,  each of which is
classified as a diversified investment company under the 1940 Act. Each share of
the  Fund has a par  value of $.01 per  share  and  represents  a  proportionate
interest in the assets of the Fund.

         Shareholders  are  entitled  to one vote for each full  share  held and
proportionate  fractional votes for fractional shares held, and will vote in the
aggregate and not by Fund, except


<PAGE>



where otherwise required by law or when the Directors  determine that the matter
to be voted upon affects only the interests of the  shareholders of a particular
Fund.  The Fund is not  required  and do not  currently  intend  to hold  annual
meetings of  shareholders  for the election of Board members  except as required
under the 1940 Act. A meeting of  shareholders  will be called  upon the written
request of at least 10% of the outstanding shares of the Company.  To the extent
required  by  law,  the  Fund  will  assist  in  shareholder  communications  in
connection with such a meeting. For a further discussion of the voting rights of
shareholders, see "Additional Information Concerning Shares" in the Statement of
Additional Information.

Reports to Shareholders

         The  Fund  has  eliminated   duplicate  mailings  of  prospectuses  and
shareholder  reports to accounts which have the same primary  record owner,  and
with respect to joint tenant  accounts or tenant in common accounts and accounts
which have the same address.  Additional  copies of prospectuses  and reports to
shareholders are available upon request by calling the Fund at (800) 438-5789.

                                   PERFORMANCE

         From time to time, the Fund may quote  performance  data for the Shares
in  advertisements  or in  communications  to shareholders.  The total return of
Shares in the Fund may be  calculated  on an average  annual total return basis,
and may also be  calculated  on an  aggregate  total return  basis,  for various
periods.  Average annual total return reflects the average  percentage change in
value of an  investment  in the Fund from the  beginning  date of the  measuring
period to the end of the measuring  period.  Aggregate total return reflects the
total  percentage  change in value over the  measuring  period.  Both methods of
calculating  total return assume that dividends and capital gains  distributions
made during the period are reinvested in the same class of shares.

         Quotations   of  total   return  will  reflect  the  fees  for  certain
distribution and shareholder services as described in this Prospectus.

         The yield of shares in the Fund is computed  based on the net income of
such Fund during a 30-day (or one month) period (which period will be identified
in connection  with the particular  yield  quotation).  More  specifically,  the
Fund's  yield is  computed  by  dividing  the per share net income for the class
during a 30-day (or one-month) period by the maximum offering price per share on
the last day of the period and annualizing the results on a semi-annual basis.

         The Fund may compare the  performance of the Shares to the  performance
of other mutual funds with similar  investment  objectives and to other relevant
indices or to rankings prepared


<PAGE>



by independent services or other financial or industry publications that monitor
the  performance  of mutual funds,  including,  for example,  Lipper  Analytical
Services,  Inc., the Standard & Poor's 500 Index,  an unmanaged index of a group
of common stocks, the Consumer Price Index, or the Dow Jones Industrial Average,
an unmanaged index of common stocks of 30 industrial companies listed on the New
York  Stock  Exchange.  Performance  and  yield  data as  reported  in  national
financial  publications  such as  Morningstar,  Inc.,  Money  Magazine,  Forbes,
Barron's,  The Wall Street Journal and The New York Times, or in publications of
a local or regional nature, may also be used in comparing the performance of the
Fund.

         Performance will fluctuate and any quotation of performance  should not
be considered as  representative  of future  performance of a class of shares in
the Fund.  Shareholders should remember that performance is generally a function
of the kind and quality of the instruments held in the Fund, portfolio maturity,
operating  expenses,  and market  conditions.  Any fees charged by  institutions
directly to their Customers' accounts in connection with investments in the Fund
will not be included in calculations of yield and performance.

                         SHAREHOLDER ACCOUNT INFORMATION

         Shareholders may place purchase and redemption  orders directly through
the Transfer Agent.  See "How to Purchase Shares" and "How to Redeem Shares" for
more  information.  The  Transfer  Agent  for the  Fund is First  Data  Investor
Services Group, Inc.

Investment by Mail

         Send the completed  Account  Application Form (if initial  purchase) or
letter stating Fund name,  shareholder's  registered name and account number (if
subsequent purchase) with a check to:

                  First Data
                  The Munder Funds
                  P.O. Box 9755
                  Providence, Rhode Island 02940-9755

Investments by Bank Wire

         An  investor  opening  a new  account  should  call the  Funds at (800)
438-5789 to obtain an account  number.  Within  seven days of  purchase  such an
investor  must  send  a  completed  Account   Application  Form  containing  the
investor's  certified  taxpayer  identification  number to First  Data  Investor
Services Group, Inc. at the address provided above under  "Investments by Mail."
Wire instructions  must state the Fund name, the  shareholder's  registered name
and the  shareholder  account  number.  Bank wires  should be sent  through  the
Federal Reserve Bank Wire System to:



<PAGE>



                  Boston Safe Deposit and Trust Company
                  Boston, MA
                  ABA#: 011001234
                  DDA#: 16-798-3
                  Account No.
                  (State Fund name, shareholder's registered name and
shareholder account number)

         Before  wiring  any  funds  an  investor  must  call  the Fund at (800)
438-5789 to confirm the wire instructions.

Redemptions by Telephone

         Call the Fund at (800) 438-5789.

Redemptions by Mail

         Send   complete   instructions,   including   amount   of   redemption,
shareholder's  registered name,  account number,  and, if a certificate has been
issued, an endorsed share certificate, to:

                  First Data
                  The Munder Funds
                  P.O. Box 9755
                  Providence, Rhode Island 02940-9755

Additional Questions

         Shareholders   with  additional   questions   regarding   purchase  and
redemption procedures may call the Fund at (800) 438-5789.


NET NET FUND                                PLEASE PRINT OR TYPE


PLEASE MAIL YOUR COMPLETED APPLICATION ALONG WITH YOUR CHECK TO:

                           Net Net Fund
                           c/o First Data Investor Services Group, Inc.
                           P.O. Box 9755
                           Providence, RI  02940-9755

If you have questions regarding this application, please
telephone the Transfer Agent at (800) 438-5789


PLEASE CHECK ONE:  New Account   Change to Existing Options -
Account Number:

                             1 ACCOUNT REGISTRATION

Name                                                   Social Security Number

Joint Owner (if any)                              (If Joint Tenancy, use Social


<PAGE>



                                                  Security of this joint owner)

OR

Uniform Transfer to Minor:

                                      for:

Custodian Name (one custodian only)                 Minor's Name (one minor
                                                                  only)

State (Custodian's State of Residence)              Minor's Social Security
                                                                   Number

OR

         Trust             Corporation              Other (please specify)

Trust/Corporation Name

Trust Date                                       Taxpayer Identification Number


                                2 MAILING ADDRESS

Street                                                                 Apt.


City                State             Zip Code               Telephone Number


Non-Resident Alien:                         Yes               No

If Yes, Country of Residence


                              3 INITIAL INVESTMENT

Minimum  investment of $1,000.  Please be sure to read the prospectus carefully
before investing or sending money.  You may request an additional prospectus by
calling (800) 438-5789.

INVESTMENT AMOUNT

         By check (Payable to The Munder Funds)

         By wire                                       (Account number
                                                        assigned by Bank
                                                        from which assets
                                                        were wired).

*$50 per Fund if the Automatic  Investment Plan Option is being established at
this time (please complete section 5).




<PAGE>



                              4 DISTRIBUTION OPTION

If adding this option to an already existing account, please complete Section 
10 for a signature guarantee.

         A.       Reinvest dividends and capital gains in additional Fund
                  shares.

         B.       Pay dividends in cash; reinvest capital gains in
                  additional Fund shares.

         C.       Pay dividends and capital gains in cash.

         D.       Please send my:     Dividends           Dividends & Capital
                  Gains (choose one)  directly to my checking/savings
                  account.

I(We)  authorize  the Net Net Fund to deposit  distributions into the following
Checking OR Savings account:

Please Staple Void Check or Deposit Slip Here:


Print Name                                                    Address


ABA Number (Bank Routing Number)         Account Number Bank Account
                                                        Registration

Wiring Instructions


                           5 AUTOMATIC INVESTMENT PLAN

YES, I(we) wish to participate in the Automatic Investment Plan
(AIP).  I(We) authorize First Data Investor Services Group, Inc.
(First Data), the Net Net Fund transfer agent, to invest
automatically $        ($50 minimum) for me(us) on a:  Monthly
OR       Quarterly                  (Please choose either the 5th or the
20th of the month) basis and draw a bank draft in payment of each
of these investments against my(our)       Checking         OR       Savings
account.  For the purpose of verifying  my(our) bank account number, I(we) have
enclosed a blank  check or deposit  slip  marked  void and have signed the bank
authorization below.


Name of Fund            Checking/Savings Account Number            ABA Number
                                                                   (Bank
                                                                   Routing
                                                                   Number)

Please  note  that your bank will clear and  process each bank draft and will
include  it  with  your  regular   statement.   However, acceptance of this
authorization is conditional upon approval of


<PAGE>



your authorization by your bank, which will allow First Data, the transfer agent
for  the  Net Net  Fund,  to act as your  agent  with  regard  to the Automatic
Investment Plan (AIP). The AIP will automatically  terminate  without notice if
any bank draft is not paid upon  presentation by First Data, to your bank.  The
AIP may be modified or terminated  at any time, upon thirty  (30)-days  written
notice.


Signature of Depositor                                    Date


Signature of Joint Depositor (if any)                     Date

Please Staple Void Check or Deposit Slip Here

                             6 TELEPHONE REDEMPTION

Please check the box if you want this option.


         I (We) authorize First Data to act upon instructions  received  by
telephone from me (us) to redeem shares of the Net Net Fund.

1. I (We) relieve the Fund or First Data of any liability for the loss,  cost or
expense for acting upon such instructions reasonably  believed to be from me
(us).

2.       I (We) assume responsibility for notifying the Fund within
seven (7) business days if a confirmation for the transaction is
not received or is incorrect.

3.       Redemption proceeds will be sent only to my account address
of record.


Name                                                          Name


Account #                                                     Account #


Date                                                          Date

                 7 AUTHORIZATIONS, CERTIFICATIONS AND SIGNATURES


See Prospectus for complete information.  By signing the  application, I (we)
hereby  certify  under the  penalty  of  perjury  that the  information on this
application is true, complete and correct and that:

(We) understand that this order is subject to acceptance by the


<PAGE>



Net Net Fund.

I (we) agree that the Net Net Fund, Funds Distributor, Inc., First Data, Munder
Capital  Management or any of its affiliates,  officers, directors or employees
will not be liable for any loss, expense or cost for acting upon instructions or
inquiries reasonably believed to be genuine. Shares of the Fund are not deposits
or  obligations  of, or guaranteed or endorsed by, any bank, and are not insured
or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve
Board, or any other agency. An investment in the Fund involves investment risks,
including the possible loss of principal.

I (we) represent that I am (we are) of legal age and capacity and have read the
Prospectus for the Net Net Fund,  and agree to its terms.  First Data, is hereby
appointed  agent to receive dividends  and  distributions   for  automatic
reinvestment unless otherwise directed in Section 4.

I also certify that:

This  purchase  is for  personal  investment  purposes  and the shares  acquired
hereunder shall not be resold except through redemption by the Fund.

I (we) understand that this order is subject to acceptance by the Net Net Fund.

Please sign below exactly as the account is to be registered.
Corporation, etc. indicate titles:


Signature                                Date              Name (please print)


Signature                                Date              Name (please print)



                            8 TAXPAYER IDENTIFICATION

The Internal Revenue Service requires that all taxpayers  provide their Taxpayer
Identification  Numbers (Social Security Numbers) and sign in the space provided
in the section  below.  Failure by  non-exempt  taxpayers to furnish us with the
correct Taxpayer  Identification Number will result in withholding of 31% of all
taxable  dividends  paid and/or  withholding  on certain other payments (this is
referred to as backup withholding). Please insert your Social Security Number or
Tax  Identification  Number  in the space  provided  below as  indicated  by the
following table:

Type of Registration                          Tax I.D. Number to be Used

Individual Account                            Social Security # of Applicant


<PAGE>


Joint Account                               Social Security # of Either Person
Custodian Account for Minor                 Social Security # of Minor
Trust or Corporation                        Tax Identification Number


Taxpayer Identification:

I (the Investor) certify under penalties of perjury that:

(1) The Social Security Number or taxpayer  identification number shown above is
correct and may be used for any custodial or trust account  opened for me by the
Net Net Fund and

(2) I (the Investor) am not subject to backup withholding
because:

                  (a)      I am exempt from Backup Withholding
                  (b)      I have not been notified by the Internal Revenue
                           Service ("IRS") that I am, as a result of failure
                           to report all interest or dividends, or
                  (c)      the IRS has notified me that I am no longer
                           subject to backup withholding.

The  certification in this paragraph is required from all non-exempt  persons to
prevent  backup  withholding  of 31%  of  all  taxable  distribution  and  gross
redemption proceeds under the Federal income tax law.

         Check  here  if you are  subject  to  backup  withholding  or have  not
received a notice from the IRS  advising  you that backup  withholding  has been
terminated.

Authorization:

Signature of Owner                     Date              Title (if signing for
                                                         corporation, trusts,
                                                         etc.)

Signature of Joint Owner               Date              Title (if signing for
                                                          corporation, trusts,
                                                                       etc.)


                              9 SIGNATURE GUARANTEE

If the  following  option  is being  established  on an  existing  account,  the
shareholder(s) signature(s) need(s) to be signature guaranteed.

Eligible guarantor institutions generally include banks, broker/dealers,  credit
unions,  national  securities  exchanges,  registered  securities  associations,
clearing agencies and savings associations:



<PAGE>


                  Option #4 - Distribution Option


Signature of Guaranteed (if required)                      Name of Guarantor


Shares of the Munder Funds are not deposits or obligations  of, or guaranteed or
endorsed  by any bank,  and are not  federally  insured by the  Federal  Deposit
Insurance  Corporation,  the Federal  Reserve  Board,  or any other agency.  All
mutual fund shares involve certain investment risks, including the possible loss
of
principal.

    
<PAGE>


   
                                                NET NET FUND
                                        STATEMENT OF ADDITIONAL INFORMATION

         The Net Net Fund  (the  "Fund")  is  currently  one of seven  series of
shares of The  Munder  Funds,  Inc.  (the  "Company"),  an  open-end  management
investment  company.  The Fund's investment advisor is Munder Capital Management
(the "Advisor").

         This Statement of Additional  Information is intended to supplement the
information provided to investors in the Fund's Prospectus dated August __, 1996
and has been filed with the Securities and Exchange  Commission  ("SEC") as part
of  the  Company's   Registration   Statement.   This  Statement  of  Additional
Information is not a prospectus, and should be read only in conjunction with the
Company's  Prospectuses dated August __, 1996. The contents of this Statement of
Additional  Information are incorporated by reference in the Prospectus in their
entirety.  A copy of the Prospectus may be obtained  through Funds  Distributor,
Inc.  (the  "Distributor"),  or by calling  (800) 438- 5789.  This  Statement of
Additional Information is dated August __, 1996.

Shares of the Fund are not deposits or obligations of, or guaranteed or endorsed
by any bank, and are not insured or guaranteed by the Federal Deposit  Insurance
Corporation,  the Federal Reserve Board,  or any other agency.  An investment in
the Fund involves investment risks, including the possible loss of principal.

                                                 TABLE OF CONTENTS


General..............................................................     __
Fund Investments.....................................................     __
Additional Investment Limitations....................................     __
Directors and Officers...............................................     __
Investment Advisory and Other Service Arrangements...................     __
Portfolio Transactions...............................................     __
Purchase and Redemption Information..................................     __
Net Asset Value......................................................     __
Performance Information..............................................     __
Taxes................................................................     __
Additional Information Concerning Shares.............................     __
Miscellaneous........................................................     __
Registration Statement...............................................     __
Appendix.............................................................     __


No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations not contained in this Statement of Additional  Information or in
the Prospectus in connection  with the offering made by the  Prospectus  and, if
given or made, such  information or  representations  must not be relied upon as
having been authorized


<PAGE>



by the Funds or the Distributor.  The Prospectus does not constitute an offering
by the Fund or by the Distributor in any jurisdiction in which such offering may
not lawfully be made.

                                                      GENERAL

         The Company was  organized  as a Maryland  corporation  on November 18,
1992.

         As stated in the Prospectus, the investment advisor of the
Fund is Munder Capital Management (the "Advisor").  The principal
partners of the Advisor are Old MCM, Inc., Munder Group LLC,
Woodbridge Capital Management, Inc. ("Woodbridge") and WAM
Holdings, Inc. ("WAM").  Mr. Lee P. Munder, the Advisor's Chief
Executive Officer, indirectly owns or controls a majority of the
partnership interests of the Advisor.  Capitalized terms used
herein and not otherwise defined have the same meanings as are
given to them in the Prospectus.

                                                 FUND INVESTMENTS

         The following  supplements the information  contained in the Prospectus
concerning the investment objective and policies of the Fund.

         Borrowing.  The Fund is  authorized to borrow money in amounts up to 5%
of the value of its total assets at the time of such  borrowings  for  temporary
purposes,  and is  authorized  to  borrow  money  in  excess  of the 5% limit as
permitted by the Investment  Company Act of 1940, as amended (the "1940 Act") to
meet redemption requests. This borrowing may be unsecured. The 1940 Act requires
the Fund to maintain  continuous  asset coverage of 300% of the amount borrowed.
If the 300% asset coverage should decline as a result of market  fluctuations or
other reasons,  the Fund may be required to sell some of its portfolio  holdings
within three days to reduce the debt and restore the 300% asset  coverage,  even
though  it  may  be  disadvantageous  from  an  investment  standpoint  to  sell
securities at that time.  Borrowing may exaggerate the effect on net asset value
of any increase or decrease in the market  value of  securities  purchased  with
borrowed  funds.  Money  borrowed will be subject to interest costs which may or
may not be recovered by an  appreciation of the securities  purchased.  The Fund
may also be required to maintain a minimum  average  balance in connection  with
such  borrowing  or to pay a  commitment  or other  fees to  maintain  a line of
credit;  either of these  requirements would increase the cost of borrowing over
the  stated  interest  rate.  The  Fund  may,  in  connection  with  permissible
borrowings, transfer as collateral, securities owned by the Fund.

         Foreign Securities.  The Fund may invest in securities of
foreign issuers. The Fund typically will only purchase foreign
securities which are represented by American Depositary Receipts
("ADRs") listed on a domestic securities exchange or included in


<PAGE>



the NASDAQ National Market System,  or foreign  securities  listed directly on a
domestic  securities  exchange or included in the NASDAQ National Market System.
ADRs are  receipts  typically  issued by a United  States bank or trust  company
evidencing  ownership  of  the  underlying  foreign  securities.   Certain  such
institutions  issuing ADRs may not be sponsored by the issuer.  A  non-sponsored
depositary  may not provide the same  shareholder  information  that a sponsored
depositary is required to provide under its  contractual  arrangements  with the
issuer.

         Income  and  gains  on  such  securities  may  be  subject  to  foreign
withholding  taxes.  Investors should consider  carefully the substantial  risks
involved in securities of companies and  governments of foreign  nations,  which
are in addition to the usual risks inherent in domestic investments.

         There  may  be  less  publicly  available   information  about  foreign
companies comparable to the reports and ratings published about companies in the
United  States.   Foreign   companies  are  not  generally  subject  to  uniform
accounting,  auditing and financial reporting standards,  and auditing practices
and  requirements  may not be  comparable  to those  applicable to United States
companies.  Foreign  markets  have  substantially  less volume than the New York
Stock Exchange and securities of some foreign companies are less liquid and more
volatile than securities of comparable United States companies. Commission rates
in  foreign  countries,  which  are  generally  fixed  rather  than  subject  to
negotiation  as in the United States,  are likely to be higher.  In many foreign
countries  there  is  less  government   supervision  and  regulation  of  stock
exchanges, brokers, and listed companies than in the United States.

         Investments  in companies  domiciled  in  developing  countries  may be
subject to potentially  higher risks than  investments  in developed  countries.
These risks include (i) less social, political and economic stability;  (ii) the
small current size of the markets for such  securities  and the currently low or
nonexistent  volume  of  trading,  which  result in a lack of  liquidity  and in
greater price volatility; (iii) certain national policies which may restrict the
Fund's investment opportunities, including restrictions on investment in issuers
or industries deemed sensitive to national interest;  (iv) foreign taxation; (v)
the  absence  of  developed  legal  structures   governing  private  or  foreign
investment or allowing for judicial redress for injury to private property; (vi)
the absence, until recently in certain Eastern European countries,  of a capital
market  structure or  market-oriented  economy;  and (vii) the possibility  that
recent  favorable  economic  developments  in  Eastern  Europe  may be slowed or
reversed by unanticipated political or social events in such countries.

         Investments  in  Eastern  European   countries  may  involve  risks  of
nationalization,   expropriation  and  confiscatory   taxation.   The  Communist
governments of a number of East European countries expropriated large amounts of
private property in the past, in


<PAGE>



many cases without  adequate  compensation,  and there can be no assurance  that
such  expropriation  will  not  occur  in the  future.  In  the  event  of  such
expropriation,  the Fund could lose a substantial  portion of any investments it
has made in the affected countries.  Further,  no accounting  standards exist in
Eastern  European  countries.  Finally,  even though  certain  Eastern  European
currencies may be convertible  into United States dollars,  the conversion rates
may be  artificial  to the  actual  market  values  and may be  adverse  to Fund
shareholders.

         The  Advisor  endeavors  to  buy  and  sell  foreign  currencies  on as
favorable a basis as  practicable.  Some price  spread on currency  exchange (to
cover  service  charges)  may be  incurred,  particularly  when the Fund changes
investments  from one  country to another or when  proceeds  of the sale of Fund
shares in U.S.  dollars  are used for the  purchase  of  securities  in  foreign
countries.  Also, some countries may adopt policies which would prevent the Fund
from  transferring  cash out of the country or withhold portions of interest and
dividends  at  the  source.   There  is  the   possibility   of   expropriation,
nationalization or confiscatory taxation, withholding and other foreign taxes on
income or other amounts, foreign exchange controls (which may include suspension
of the ability to transfer  currency from a given  country),  default in foreign
government   securities,   political  or  social   instability   or   diplomatic
developments  that could affect  investments in securities of issuers in foreign
nations.

         The  Fund  may  be  affected   either   unfavorably   or  favorably  by
fluctuations  in the  relative  rates of  exchange  between  the  currencies  of
different nations,  by exchange control  regulations and by indigenous  economic
and political  developments.  Changes in foreign  currency  exchange  rates will
influence values within the Fund from the perspective of U.S. investors, and may
also  affect  the value of  dividends  and  interest  earned,  gains and  losses
realized on the sale of securities, and net investment income and gains, if any,
to be distributed to shareholders by the Fund. The rate of exchange  between the
U.S.  dollar  and other  currencies  is  determined  by the forces of supply and
demand in the  foreign  exchange  markets.  These  forces  are  affected  by the
international  balance of payments and other economic and financial  conditions,
government intervention, speculation and other factors. The Advisor will attempt
to  avoid   unfavorable   consequences   and  to  take  advantage  of  favorable
developments  in  particular  nations  where,  from time to time,  it places the
Fund's investments.

         The exercise of this flexible policy may include  decisions to purchase
securities with  substantial  risk  characteristics  and other decisions such as
changing  the  emphasis on  investments  from one nation to another and from one
type of security to another.  Some of these decisions may later prove profitable
and others may not. No assurance can be given that profits,  if any, will exceed
losses.



<PAGE>



         Forward Foreign  Currency  Transactions.  In order to protect against a
possible loss on  investments  resulting from a decline or  appreciation  in the
value of a  particular  foreign  currency  against  the U.S.  dollar or  another
foreign currency,  the Fund is authorized to enter into forward foreign currency
exchange contracts.  These contracts involve an obligation to purchase or sell a
specified  currency at a future date at a price set at the time of the contract.
Forward  currency  contracts  do not  eliminate  fluctuations  in the  values of
portfolio  securities  but rather allow the Fund to establish a rate of exchange
for a future point in time.

         When  entering  into a contract for the purchase or sale of a security,
the Fund may enter into a forward  foreign  currency  exchange  contract for the
amount of the purchase or sale price to protect against variations,  between the
date the security is purchased or sold and the date on which  payment is made or
received,  in the value of the foreign  currency  relative to the U.S. dollar or
other foreign currency.

         When the Advisor  anticipates  that a particular  foreign  currency may
decline  substantially  relative to the U.S. dollar or other leading currencies,
in order to reduce risk, the Fund may enter into a forward contract to sell, for
a fixed amount,  the amount of foreign currency  approximating the value of some
or all of the Fund's securities denominated in such foreign currency. Similarly,
when the  obligations  held by the Fund  create a short  position  in a  foreign
currency, the Fund may enter into a forward contract to buy, for a fixed amount,
an amount of foreign currency approximating the short position.  With respect to
any forward  foreign  currency  contract,  it will not  generally be possible to
match  precisely  the  amount  covered  by that  contract  and the  value of the
securities  involved  due to  the  changes  in the  values  of  such  securities
resulting from market movements between the date the forward contract is entered
into and the date it matures.  In addition,  while  forward  contracts may offer
protection from losses resulting from declines or appreciation in the value of a
particular foreign currency,  they also limit potential gains which might result
from  changes in the value of such  currency.  The Fund will also incur costs in
connection with forward foreign currency  exchange  contracts and conversions of
foreign currencies and U.S. dollars.

         A separate account consisting of cash or liquid securities equal to the
amount of the  Fund's  assets  that  could be  required  to  consummate  forward
contracts will be established with the Fund's Custodian except to the extent the
contracts are otherwise  "covered." For the purpose of determining  the adequacy
of the  securities in the account,  the deposited  securities  will be valued at
market or fair value. If the market or fair value of such  securities  declines,
additional  cash or  securities  will be placed in the account daily so that the
value of the account  will equal the amount of such  commitments  by the Fund. A
forward  contract to sell a foreign  currency is  "covered" if the Fund owns the
currency (or securities denominated in the currency)


<PAGE>



underlying the contract, or holds a forward contract (or call option) permitting
the Fund to buy the same  currency at a price no higher than the Fund's price to
sell the currency.  A forward contract to buy a foreign currency is "covered" if
the Fund holds a forward  contract (or put option)  permitting  the Fund to sell
the same  currency at a price as high as or higher than the Fund's  price to buy
the currency.

         Futures Contracts and Related Options.  The Fund currently expects that
it may purchase and sell futures contracts on securities or securities  indices,
and may  purchase  and sell call and put  options  on futures  contracts.  For a
detailed  description of futures contracts and related options, see the Appendix
to this Statement of Additional Information.

         Investment Company Securities. The Fund may invest in securities issued
by other investment  companies.  As a shareholder of another investment company,
the Fund  would  bear its pro rata  portion  of the other  investment  company's
expenses,  including  advisory fees.  These expenses would be in addition to the
expenses the Fund bears directly in connection with its own operations. The Fund
currently  intends  to limit  its  investments  in  securities  issued  by other
investment companies so that, as determined immediately after a purchase of such
securities is made: (i) not more than 5% of the value of the Fund's total assets
will be invested in the securities of any one investment company;  (ii) not more
than 10% of the value of its total  assets will be invested in the  aggregate in
securities of investment companies as a group; and (iii) not more than 3% of the
outstanding  voting  stock of any one  investment  company  will be owned by the
Fund.  It is the  Fund's  policy  not to  invest in  securities  issued by other
investment   companies   which  pay  asset-based   fees  to  the  Advisor,   the
Administrator, the Custodian, the Distributor or their affiliates.

         Lending  of  Portfolio  Securities.   To  enhance  the  return  on  its
portfolio,  the Fund may lend securities in its portfolio (subject to a limit of
25% of the Fund's total assets) to securities firms and financial  institutions,
provided  that each loan is secured  continuously  by  collateral in the form of
cash,  high quality  money market  instruments  or  short-term  U.S.  Government
securities  adjusted  daily to have a market value at least equal to the current
market value of the securities  loaned.  These loans are terminable at any time,
and the  Fund  will  receive  any  interest  or  dividends  paid  on the  loaned
securities.  In  addition,  it is  anticipated  that the Fund may share with the
borrower some of the income  received on the collateral for the loan or the Fund
will be paid a premium for the loan. The risk in lending  portfolio  securities,
as with other  extensions of credit,  consists of possible  delay in recovery of
the securities or possible loss of rights in the collateral  should the borrower
fail  financially.  In determining  whether the Fund will lend  securities,  the
Advisor will consider all relevant facts and  circumstances.  The Fund will only
enter into loan arrangements


<PAGE>



with  broker-dealers,   banks  or  other  institutions  which  the  Advisor  has
determined  are  creditworthy  under  guidelines  established  by the  Boards of
Directors.

         Money Market Instruments.  As described in its Prospectus, the Fund may
invest from time to time in "money market  instruments,"  a term that  includes,
among other things, bank obligations,  commercial paper,  variable amount master
demand notes and corporate bonds with remaining maturities of 397 days or less.

         Bank obligations include bankers' acceptances,  negotiable certificates
of deposit and non-negotiable time deposits,  including U.S.  dollar-denominated
instruments  issued or  supported  by the  credit of U.S.  or  foreign  banks or
savings  institutions.  Although the Fund will invest in  obligations of foreign
banks or  foreign  branches  of U.S.  banks  only  where the  Advisor  deems the
instrument to present minimal credit risks,  such  investments may  nevertheless
entail  risks  that  are  different   from  those  of  investments  in  domestic
obligations  of U.S.  banks due to  differences  in  political,  regulatory  and
economic systems and conditions. All investments in bank obligations are limited
to the  obligations  of  financial  institutions  having more than $1 billion in
total  assets  at the  time of  purchase,  and  investments  by the  Fund in the
obligations of foreign banks and foreign  branches of U.S. banks will not exceed
25% of the Fund's total assets at the time of purchase.

         Investments  by the Fund in  commercial  paper  will  consist of issues
rated at the time A-1 and/or P-1 by  Standard  & Poor's  Corporation  or Moody's
Investors  Service,  Inc. In addition,  the Fund may acquire unrated  commercial
paper and  corporate  bonds that are  determined  by the  Advisor at the time of
purchase to be of comparable  quality to rated  instruments that may be acquired
by the Fund as previously described.

         The Fund may also purchase  variable amount master demand notes,  which
are unsecured  instruments that permit the  indebtedness  thereunder to vary and
provide for periodic  adjustments in the interest  rate.  Although the notes are
not normally traded and there may be no secondary  market in the notes, the Fund
may demand payment of the principal of the instrument at any time. The notes are
not typically  rated by credit rating  agencies,  but issuers of variable amount
master  demand  notes must  satisfy  the same  criteria  as set forth  above for
issuers of  commercial  paper.  If an issuer of a variable  amount master demand
note defaulted on its payment obligation, the Fund might be unable to dispose of
the note  because of the  absence of a secondary  market and might,  for this or
other reasons,  suffer a loss to the extent of the default. The Fund will invest
in variable  amount master notes only when the Advisor  deems the  investment to
involve minimal credit risk.

         Non-Domestic Bank Obligations.  Non-domestic bank


<PAGE>



obligations include Eurodollar Certificates of Deposit ("ECDs"),  which are U.S.
dollar-denominated  certificates  of deposit  issued by  offices of foreign  and
domestic  banks  located  outside the United  States;  Eurodollar  Time Deposits
("ETDs"),  which are U.S.  dollar-denominated  deposits in a foreign branch of a
U.S.  bank or a  foreign  bank;  Canadian  Time  Deposits  ("CTDs"),  which  are
essentially the same as ETDs except they are issued by Canadian offices of major
Canadian banks;  Schedule Bs, which are obligations  issued by Canadian branches
of foreign or domestic banks;  Yankee  Certificates  of Deposit  ("Yankee CDs"),
which  are U.S.  dollar-denominated  certificates  of  deposit  issued by a U.S.
branch of a foreign  bank and held in the United  States;  and  Yankee  Bankers'
Acceptances   ("Yankee  BAs"),  which  are  U.S.   dollar-denominated   bankers'
acceptances  issued by a U.S.  branch of a foreign  bank and held in the  United
States.

         Options.  The Fund may write covered call options, buy put options, buy
call options and write  secured put options in an amount not exceeding 5% of its
net assets. Such options may relate to particular  securities and may or may not
be listed on a national  securities  exchange and issued by the Options Clearing
Corporation.  Options  trading is a highly  specialized  activity  which entails
greater than ordinary  investment risk. Options on particular  securities may be
more volatile than the underlying  securities,  and  therefore,  on a percentage
basis,  an investment in options may be subject to greater  fluctuation  than an
investment in the underlying securities themselves.

         A call option for a  particular  security  gives the  purchaser  of the
option the right to buy, and a writer the  obligation  to sell,  the  underlying
security at the stated exercise price at any time prior to the expiration of the
option,  regardless of the market price of the security. The premium paid to the
writer is in  consideration  for undertaking  the  obligations  under the option
contract.  A put option for a particular  security gives the purchaser the right
to sell the underlying  security at the stated  exercise price at any time prior
to the  expiration  date of the option,  regardless  of the market  price of the
security.

         The writer of an option that wished to  terminate  its  obligation  may
effect a  "closing  purchase  transaction."  This is  accomplished  by buying an
option of the same series as the option  previously  written.  The effect of the
purchase  is that  the  writer's  position  will  be  canceled  by the  clearing
corporation.  However,  a writer may not effect a closing  purchase  transaction
after being notified of the exercise of an option.  Likewise, an investor who is
the holder of an option may  liquidate its position by effecting a "closing sale
transaction."  The cost of such a closing purchase plus transaction costs may be
greater than the premium received upon the original  option,  in which event the
Fund will have  incurred a loss in  writing  the  option  contract.  There is no
guarantee that either a closing  purchase or a closing sale  transaction  can be
effected.



<PAGE>



         Effecting a closing  transaction  in the case of a written  call option
will permit the Fund to write  another  call option on the  underlying  security
with either a different  exercise  price or  expiration  date or both, or in the
case of a written put option,  will permit the Fund to write  another put option
to the extent that the exercise  price  thereof is secured by deposited  cash or
short-term  securities.  Also,  effecting a closing  transaction will permit the
cash or  proceeds  from the  concurrent  sale of any  securities  subject to the
option to be used for other  Fund  investments.  If the Fund  desires  to sell a
particular security from its portfolio on which it has written a call option, it
will effect a closing  transaction  prior to or concurrent  with the sale of the
security.

         The  Fund  may  write   options  in   connection   with   buy-and-write
transactions;  that is, the Fund may  purchase a security  and then write a call
option against that security. The exercise price of the call the Fund determines
to write  will  depend  upon  the  expected  price  movement  of the  underlying
security.  The  exercise  price of a call option may be below  ("in-the-money"),
equal to ("at-the-money") or above ("out-of-the-money") the current value of the
underlying   security  at  the  time  the  option  is   written.   Buy-and-write
transactions  using  in-the-money  call  options may be used when it is expected
that the price of the underlying security will remain flat or decline moderately
during the option period. Buy-and-write transactions using out-of-the-money call
options may be used when it is expected that the premiums  received from writing
the call  option plus the  appreciation  in the market  price of the  underlying
security up to the exercise price will be greater than the  appreciation  in the
price of the  underlying  security  alone.  If the call options are exercised in
such  transactions,  the Fund's maximum gain will be the premium  received by it
for writing the option,  adjusted upwards or downwards by the difference between
the Fund's purchase price of the security and the exercise price. If the options
are not exercised and the price of the underlying security declines,  the amount
of such decline will be offset in part, or entirely, by the premium received.

         The Fund will write call  options  only if they are  "covered."  In the
case of a call option on a security,  the option is "covered"  if the  portfolio
owns the security  underlying the call or has an absolute and immediate right to
acquire that security without  additional cash  consideration (or, if additional
cash  consideration is required,  cash or cash equivalents in such amount as are
held in a segregated  account by its custodian)  upon  conversion or exchange of
other  securities  held by it.  For a call  option  on an index,  the  option is
covered if the portfolio  maintains with its Custodian cash or cash  equivalents
equal to the contract  value.  A call option is also covered if the Fund holds a
call on the same security or index as the call written where the exercise  price
of the call  held is (i) equal to or less  than the  exercise  price of the call
written,  or (ii) greater than the exercise  price of the call written  provided
the difference is


<PAGE>



maintained by the portfolio in cash or cash equivalents in a segregated  account
with its  custodian.  The Fund may also write call  options that are not covered
for cross-hedging  purposes. The Fund will limit its investment in uncovered put
and call  options  purchased  or written  by the Fund to 5% of the Fund's  total
assets.  The Fund will write put options  only if they are  "secured" by cash or
cash equivalents  maintained in a segregated  account by the Funds' custodian in
an amount not less than the exercise price of the option at all times during the
option period.

         The writing of covered  put options is similar in terms of  risk/return
characteristics  to  buy-and-write  transactions.  If the  market  price  of the
underlying  security  rises or otherwise is above the  exercise  price,  the put
option will expire  worthless and the Fund's gain will be limited to the premium
received.  If the market price of the underlying  security declines or otherwise
is below the  exercise  price,  the Fund may elect to close the position or take
delivery of the security at the exercise price and the Fund's return will be the
premium  received from the put option minus the amount by which the market price
of the security is below the exercise price.

         The Fund may  purchase  put  options to hedge  against a decline in the
value of its  portfolio.  By using put options in this way, the Fund will reduce
any profit it might  otherwise have realized in the  underlying  security by the
amount of the premium paid for the put option and by transaction costs. The Fund
may  purchase  call  options  to  hedge  against  an  increase  in the  price of
securities  that it anticipates  purchasing in the future.  The premium paid for
the call option plus any  transaction  costs will  reduce the  benefit,  if any,
realized by the Fund upon exercise of the option,  and,  unless the price of the
underlying security rises  sufficiently,  the option may expire worthless to the
Fund.

         When the Fund  purchases an option,  the premium paid by it is recorded
as an asset of the Fund. When the Fund writes an option,  an amount equal to the
net premium (the premium less the  commission)  received by the Fund is included
in the liability  section of the Fund's statement of assets and liabilities as a
deferred  credit.   The  amount  of  this  asset  or  deferred  credit  will  be
subsequently  marked-to-market  to  reflect  the  current  value  of the  option
purchased or written.  The current  value of the traded  option is the last sale
price or, in the  absence of a sale,  the  average of the  closing bid and asked
prices. If an option purchased by the Fund expires unexercised the Fund realizes
a loss  equal to the  premium  paid.  If the Fund  enters  into a  closing  sale
transaction  on an option  purchased  by it, the Fund will realize a gain if the
premium received by the Fund on the closing transaction is more than the premium
paid to purchase the option,  or a loss if it is less.  If an option  written by
the Fund expires on the stipulated  expiration date or if the Fund enters into a
closing purchase  transaction,  it will realize a gain (or loss if the cost of a
closing purchase transaction


<PAGE>



exceeds  the net  premium  received  when the  option is sold) and the  deferred
credit  related to such option will be  eliminated.  If an option written by the
Fund is exercised, the proceeds of the sale will be increased by the net premium
originally received and the Fund will realize a gain or loss.

         There are several  risks  associated  with  transactions  in options on
securities and indices. For example,  there are significant  differences between
the securities and options markets that could result in an imperfect correlation
between  these  markets,   causing  a  given  transaction  not  to  achieve  its
objectives.  An option writer,  unable to effect a closing purchase transaction,
will not be able to sell the underlying  security (in the case of a covered call
option)  or  liquidate  the  segregated  account  (in the case of a secured  put
option)  until the option  expires or the optioned  security is  delivered  upon
exercise with the result that the writer in such  circumstances  will be subject
to the risk of market  decline  or  appreciation  in the  security  during  such
period.

         There is no  assurance  that the Fund will be able to close an unlisted
option  position.   Furthermore,   unlisted  options  are  not  subject  to  the
protections  afforded  purchasers  of listed  options  by the  Options  Clearing
Corporation,  which performs the obligations of its members who fail to do so in
connection with the purchase or sale of options.

         In addition, a liquid secondary market for particular options,  whether
traded over-the-counter or on a national securities exchange ("Exchange") may be
absent for  reasons  which  include  the  following:  there may be  insufficient
trading interest in certain options;  restrictions may be imposed by an Exchange
on  opening  transactions  or  closing  transactions  or  both;  trading  halts,
suspensions  or other  restrictions  may be imposed with  respect to  particular
classes or series of options or  underlying  securities;  unusual or  unforeseen
circumstances may interrupt normal operations on an Exchange;  the facilities of
an Exchange or the Options Clearing Corporation may not at all times be adequate
to handle current trading value; or one or more Exchanges could, for economic or
other  reasons,  decide or be compelled at some future date to  discontinue  the
trading of options (or a particular class or series of options),  in which event
the  secondary  market on that  Exchange (or in that class or series of options)
would cease to exist,  although  outstanding options that had been issued by the
Options  Clearing  Corporation  as a result  of trades  on that  Exchange  would
continue to be exercisable in accordance with their terms.

         The Fund will not write  covered call options  against more than 30% of
the value of the equity securities held in the portfolio.

         Repurchase Agreements.  The Fund may agree to purchase
securities from financial institutions such as banks and non-bank


<PAGE>



dealers of U.S.  Government  securities  that are listed on the Federal  Reserve
Bank of New York's list of reporting dealers,  subject to the seller's agreement
to repurchase them at an agreed-upon time and price  ("repurchase  agreements").
The Advisor will review and  continuously  monitor the  creditworthiness  of the
seller  under a  repurchase  agreement,  and will require the seller to maintain
liquid  assets in a  segregated  account in an amount  that is greater  than the
repurchase  price.  Default by, or  bankruptcy  of, the seller  would,  however,
expose a Fund to possible  loss  because of adverse  market  action or delays in
connection with the disposition of underlying obligations except with respect to
repurchase agreements secured by U.S. Government securities.

         The repurchase price under the repurchase  agreements  described in the
Prospectus  generally equals the price paid by the Fund plus interest negotiated
on the basis of  current  short-term  rates  (which may be more or less than the
rate on the securities underlying the repurchase agreement).

         Securities  subject  to  repurchase  agreements  will  be  held  by the
Company's   Custodian  (or   sub-custodian)  in  the  Federal   Reserve/Treasury
book-entry system or by another  authorized  securities  depositary.  Repurchase
agreements are considered to be loans by a Fund under the 1940 Act.

         Reverse Repurchase Agreements.  The Fund may borrow funds for temporary
or emergency purposes by selling portfolio securities to financial  institutions
such as banks and  broker/dealers  and agreeing to repurchase them at a mutually
specified date and price ("reverse repurchase  agreements").  Reverse repurchase
agreements  involve the risk that the market value of the  securities  sold by a
Fund may  decline  below the  repurchase  price.  The Fund will pay  interest on
amounts  obtained  pursuant to a reverse  repurchase  agreement.  While  reverse
repurchase  agreements are  outstanding,  the Fund will maintain in a segregated
account  cash,  U.S.  Government  securities  or other  liquid  high-grade  debt
securities  of an amount at least equal to the market  value of the  securities,
plus accrued interest, subject to the agreement.

         Stock Index  Futures,  Options on Stock and Bond Indices and Options on
Stock and Bond Index  Futures  Contracts.  The Fund may  purchase and sell stock
index  futures,  options on stock and bond indices and options on stock and bond
index  futures  contracts  as a hedge  against  movements in the equity and bond
markets.

         A stock  index  futures  contract  is an  agreement  in which one party
agrees to  deliver  to the other an amount of cash  equal to a  specific  dollar
amount times the  difference  between the value of a specific stock index at the
close  of the last  trading  day of the  contract  and the  price  at which  the
agreement is made. No physical delivery of securities is made.



<PAGE>



         Options on stock and bond  indices  are  similar to options on specific
securities,  described above, except that, rather than the right to take or make
delivery of the specific  security at a specific  price, an option on a stock or
bond index gives the holder the right to receive,  upon  exercise of the option,
an amount of cash if the  closing  level of that  stock or bond index is greater
than,  in the case of a call option,  or less than, in the case of a put option,
the  exercise  price  of the  option.  This  amount  of  cash is  equal  to such
difference  between the closing price of the index and the exercise price of the
option expressed in dollars times a specified multiple. The writer of the option
is  obligated,  in return for the  premium  received,  to make  delivery of this
amount.  Unlike options on specific  securities,  all  settlements of options on
stock or bond indices are in cash, and gain or loss depends on general movements
in the stocks  included in the index rather than price  movements in  particular
stocks.

         If the Advisor  expects general stock or bond market prices to rise, it
might purchase a stock index futures  contract,  or a call option on that index,
as a hedge against an increase in prices of particular  securities it ultimately
wants to buy.  If in fact the  index  does  rise,  the  price of the  particular
securities  intended to be purchased may also increase,  but that increase would
be offset in part by the increase in the value of the Fund's futures contract or
index option  resulting  from the increase in the index.  If, on the other hand,
the Advisor  expects  general stock or bond market  prices to decline,  it might
sell a futures  contract,  or purchase a put option, on the index. If that index
does in fact decline,  the value of some or all of the  securities in the Fund's
portfolio may also be expected to decline,  but that decrease would be offset in
part by the  increase  in the  value  of the  Fund's  position  in such  futures
contract or put option.

         The Fund may  purchase  and write call and put options on stock or bond
index futures  contracts.  The Fund may use such options on futures contracts in
connection  with its hedging  strategies in lieu of  purchasing  and selling the
underlying  futures or purchasing and writing options directly on the underlying
securities or indices.  For example,  the Fund may purchase put options or write
call  options on stock and bond  index  futures,  rather  than  selling  futures
contracts,  in  anticipation of a decline in general stock or bond market prices
or purchase  call  options or write put options on stock or bond index  futures,
rather than purchasing such futures,  to hedge against possible increases in the
price of securities which the Fund intends to purchase.

         In connection with  transactions in stock or bond index futures,  stock
or bond index options and options on stock index or bond futures,  the Fund will
be required to deposit as "initial margin" an amount of cash and short-term U.S.
Government securities equal to from 5% to 8% of the contract amount.


<PAGE>



Thereafter,  subsequent payments (referred to as "variation margin") are made to
and from the  broker to  reflect  changes  in the value of the option or futures
contract.  The Fund may not at any time commit more than 5% of its total  assets
to initial margin  deposits on futures  contracts,  index options and options on
futures contracts.

         U.S. Government  Obligations.  The Fund may purchase obligations issued
or  guaranteed  by  the  U.S.   Government  and  U.S.  Government  agencies  and
instrumentalities.  Obligations of certain agencies and instrumentalities of the
U.S. Government,  such as those of the GNMA, are supported by the full faith and
credit of the U.S. Treasury.  Others, such as those of the Export-Import Bank of
the United  States,  are supported by the right of the issuer to borrow from the
U.S.  Treasury;  and still others,  such as those of the Student Loan  Marketing
Association,  are supported only by the credit of the agency or  instrumentality
issuing the obligation. No assurance can be given that the U.S. Government would
provide financial support to U.S.  government-sponsored  instrumentalities if it
is not  obligated  to do so by law.  Examples  of the  types of U.S.  Government
obligations  that may be  acquired by the Fund  includes  U.S.  Treasury  Bills,
Treasury  Notes and  Treasury  Bonds and the  obligations  of Federal  Home Loan
Banks,  Federal  Farm Credit  Banks,  Federal  Land Banks,  the Federal  Housing
Administration,  Farmers Home  Administration,  Export-Import Bank of the United
States,  Small  Business  Administration,  FNMA,  Government  National  Mortgage
Association,   General   Services   Administration,   Student   Loan   Marketing
Association,  Central Bank for Cooperatives,  FHLMC, Federal Intermediate Credit
Banks and Maritime Administration.

                                         ADDITIONAL INVESTMENT LIMITATIONS

         In addition to the fundamental  investment limitations disclosed in the
Prospectus, the Fund is subject to the investment limitations enumerated in this
section which may be changed with respect to a particular Fund only by a vote of
the holders of a majority  of the Fund's  outstanding  shares (as defined  under
"Miscellaneous - Shareholder Approvals").

         The Fund may not:

         1.       With respect to 75% of the Fund's assets, invest more
                  than 5% of the Fund's assets (taken at a market value
                  at the time of purchase) in the outstanding securities
                  of any single issuer or own more than 10% of the
                  outstanding voting securities of any one issuer, in
                  each case other than securities issued or guaranteed by
                  the United States Government, its agencies or
                  instrumentalities;

         2.       Borrow money or issue senior securities (as defined in
                  the 1940 Act) except that Fund may borrow (i) for
                  temporary purposes in amounts not exceeding 5% of its


<PAGE>



                  total assets and (ii) to meet redemption requests,  in amounts
                  (when  aggregated with amounts  borrowed under clause (i)) not
                  exceeding  33 1/3% of its total  assets  including  the amount
                  borrowed;

         3.       Pledge,  mortgage  or  hypothecate  its  assets  other than to
                  secure borrowings permitted by restriction 2 above (collateral
                  arrangements  with respect to margin  requirements for options
                  and  futures  transactions  are not  deemed to be  pledges  or
                  hypothecations for this purpose);

         4.       Make loans of  securities to other persons in excess of 25% of
                  the Fund's total assets;  provided the Fund may invest without
                  limitation   in   short-term   debt   obligations   (including
                  repurchase   agreements)   and   publicly   distributed   debt
                  obligations;

         5.       Underwrite securities of other issuers, except insofar
                  as the Fund may be deemed an underwriter under the
                  Securities Act of 1933, as amended, in selling
                  portfolio securities;

         6.       Purchase  or  sell  real  estate  or  any  interest   therein,
                  including  interests  in  real  estate  limited  partnerships,
                  except securities  issued by companies  (including real estate
                  investment  trusts)  that invest in real  estate or  interests
                  therein.

         7.       Purchase   securities  on  margin,  or  make  short  sales  of
                  securities,  except for the use of short-term credit necessary
                  for  the   clearance  of  purchases  and  sales  of  portfolio
                  securities,   but  the  Fund  may  make  margin   deposits  in
                  connection with  transactions in options,  futures and options
                  on futures;

         8.       Make investments for the purpose of exercising control
                  or management; or

         9.       Invest in commodities or commodity futures contracts,
                  provided that this limitation shall not prohibit the
                  purchase or sale by the Fund of forward foreign
                  currency exchange contracts, financial futures
                  contracts and options on financial futures contracts,
                  foreign currency futures contracts, and options on
                  securities, foreign currencies and securities indices,
                  as permitted by the Fund's prospectus.

         Additional  investment  restrictions  adopted by the Fund, which may be
changed by the Board of Directors, provide that the Fund may not:

         1.       Invest more than 15% of its total assets in illiquid
                  securities;


<PAGE>




         2.       Own more than 10% (taken at market value at the time of
                  purchase) of the outstanding voting securities of any
                  single issuer;

         3.       Purchase or sell interests in oil, gas or other mineral
                  exploration or development plans or leases;

         4.       Invest in warrants if at the time of acquisition more
                  than 5% of its total assets, taken at market value at
                  the time of purchase, would be invested in warrants,
                  and if at the time of acquisition more than 2% of its
                  total assets, taken at market value at the time of
                  purchase, would be invested in warrants not traded on
                  the New York Stock Exchange or American Stock Exchange.
                  For purposes of this restriction, warrants acquired by
                  the Fund in units or attached to securities may be
                  deemed to be without value;

         5.       Invest more than 5% of its total assets in securities
                  of issuers which together with any predecessors have a
                  record of less than three years of continuous
                  operation. This restriction shall not apply with
                  respect to securities issued by a special purpose
                  funding vehicle for a company with a record of at least
                  three years of continuous operation, or to real estate
                  investment trusts the sponsor of which has a record of
                  at least three years of continuous operation;

         6.       Invest in other investment companies except as
                  permitted under the 1940 Act.

         If a percentage  limitation is satisfied at the time of  investment,  a
later  increase or decrease in such  percentage  resulting  from a change in the
value  of the  Fund's  investments  will  not  constitute  a  violation  of such
limitation,  except that any borrowing by the Fund that exceeds the  fundamental
investment  limitations  stated  above must be reduced to meet such  limitations
within the period  required by the 1940 Act (currently  three days).  Otherwise,
the Fund may  continue  to hold a  security  even  though it causes  the Fund to
exceed a percentage limitation because of fluctuation in the value of the Fund's
assets.

         In order to permit the sale of shares in certain  states,  the  Company
may  make  commitments  more  restrictive  than  the  investment   policies  and
limitations described above.

                                              DIRECTORS AND OFFICERS

         The directors and executive officers of the Company, and their business
addresses and principal occupations during the past five years, are:

<TABLE>

<CAPTION>
<S>                                      <C>                                      <C>
                                                                                  Principal Occupation
Name, Address and Age      Positions with Company    During Past Five Years

Charles W. Elliott 1/      Chairman of the Board of  Senior Advisor to the 
3338 Bronson Boulevard     Directors                 President and Interim 
Kalmazoo, MI  490008                                 Director of Athletics
Age: 62                                              -Western Michigan                              
                                                     University since July
                                                     1995; prior to that
                                                     Executive Vice President
                                                     Administration &
                                                     Chief Financial Officer,
                                                     Kellogg Company from
                                                     January 1987 through June
                                                     1995; before that Price
                                                     Waterhouse.  Board of
                                                     Directors, Steelcase
                                                     Financial Corporation.

John Rakolta, Jr.          Director and Vice         Chairman, Walbridge 
1876 Rathmor               Chairman of the           Aldinger Company
Bloomfield Hills, MI       Board
  48304
Age: 47

Thomas B. Bender           Director                  Investment Advisor,
7 Wood Ridge Road                                    Financial & Investment
Glen Arbor, MI  49636                                Management Group (since
Age: 61                                              April, 1991); Vice
                                                     President Institutional
                                                     Sales, Kidder, Peabody &
                                                     Co. (Retired April, 1991).

David J. Brophy            Director                  Professor, University of
1025 Martin Place                                    Michigan; Director, River 
Ann Arbor, MI  48104                                 Place Financial Corp.; 
Age: 58                                              Trustee, Renaissance Assets
                                                     Trust.

Dr. Joseph E. Champagne    Director                  Corporate and Executive
319 Snell Road                                       Consultant since September
Rochester, MI  48306                                 1995; prior to that
Age: 56                                              Chancellor, Lamar 
                                                     University from September 
                                                     1994 until September 1995; 
                                                     before that Consultant to 
                                                     Management, Lamar 
                                                     University; President and 
                                                     Chief Executive Officer,
                                                     Crittenton Corporation,
                                                     Crittenton Development
                                                     Corporation until August
                                                     1993; before that 
                                                     President, Oakland
                                                     University of Rochester,
                                                     MI, until August 1991;
                                                     Member, Board of Directors, 
                                                     Ross Operating Valve of
                                                     Troy, MI

Thomas D. Eckert         Director                    President and COO, Mid-
10726 Falls Pointe Drive                             Atlantic Group of Pulte
Great Falls, VA  22066                               Home Corporation
Age: 47

<PAGE>







                                                                                  Principal Occupation
Name, Address and Age     Positions With Company     During Past Five Years

Jack L. Otto                     Director            Retired; Director of 
6532 W. Beech Tree Road                              Standard Federal Bank;
Glen Arbor, MI  49636                                Executive Director, 
Age: 67                                              McGregor Funds (a private
                                                     philanthropic foundation)
                                                     1981-1985; Managing 
                                                     Partner, Detroit officer 
                                                     of Ernst & Young, until
                                                     1981.

Arthur DeRoy Rodecker            Director            President, Rodecker & 
4000 Town Center                                     Company, Investment
Suite 101                                            Brokers, Inc. since
Southfield, MI  48075                                November 1976; President, 
Age: 68                                              RAC Advisors, Inc., 
                                                     Registered Investment
                                                     Advisor since
                                                     February 1979;
                                                     President and Trustee,
                                                     Helen L. DeRoy
                                                     Foundation, a charitable
                                                     foundation; Vice President
                                                     and Trustee, DeRoy
                                                     Testamentary Foundation,
                                                     a charitable foundation;
                                                     Trustee, Providence 
                                                     Hospital Foundation


Lee P. Munder             President                  President and CEO of the 
480 Pierce Street                                    Advisor; Chief Executive 
Suite 300                                            Officer and President of
Birmingham, MI  48009                                old MCM, Inc.; Director,
Age: 50                                              LPM Investment Services,
                                                     Inc. ("LPM")

Terry H. Gardner          Vice President,            Vice President and Chief
480 Pierce Street         Chief Financial            Financial Officer of the
Suite 300                 Officer and Treasurer      Advisor; Vice President and
Birmingham, MI  48009                                Chief Financial Officer of
Age: 35                                              Old MCM, Inc. (February
                                                     1993 to present)
                                                     Audit Manager Arthur 
                                                     Andersen & Co. (1991 to 
                                                     February 1993); Secretary 
                                                     of LPM

Paul Tobias               Vice President             Executive Vice President
480 Pierce Street                                    and Chief Operating Officer 
Suite 300                                            of the Advisor (since April
Birmingham, MI  48009                                1995) and Executive Vice
Age: 43                                              President of Comerica, Inc.

Gerald Seizert            Vice President             Executive Vice President
480 Pierce Street                                    and Chief Investment
Suite 300                                            Officer/Equities of the
Birmingham, MI  48009                                Advisor (since April 1995);
Age: 44                                              Managing Director (1991-
                                                     1995), Director (1992-1995)
                                                     and Vice President (1984-
                                                     1991) of Loomis, Sayles and
                                                     Company, L.P.

<PAGE>

                                                      Principal Occupation
Name, Address and Age   Positions With Company        During Past Five Years

Elyse G. Essick           Vice President              Vice President and
480 Pierce Street                                     Director of Marketing for 
Suite 300                                             the Advisor; Vice 
Birmingham, MI  48009                                 President and Director of
Age: 37                                               Old MCM, Inc. (August 1988
                                                      to December 1994).

James C. Robinson         Vice President              Vice President and Chief
480 Pierce Street                                     Investment Officer/Fixed
Suite 300                                             Income for the Advisor; 
Birmingham, MI  48009                                 Vice President and 
Age: 34                                               Director of Fixed Income
                                                      of Old MCM, Inc. (1987-
                                                      1994).

Leonard J. Barr, II       Vice President              Vice President and
480 Pierce Street                                     Director of Core Equity
Suite 300                                             Research of the Advisor;
Birmingham, MI  48009                                 Director and Senior Vice
Age: 51                                               President of Old MCM, Inc.
                                                      (since 1988); Director of 
                                                      LPM.

Lisa A. Rosen             Secretary                   General Counsel of the
480 Pierce Street                                     Advisor since May, 1996;
Suite 300                                             Formerly  Counsel, First
Birmingham, MI  48009                                 First Data Investor
                                                      Services Group, Inc.; 
                                                      Assistant Vice President 
                                                      and Counsel with The 
                                                      Boston Company Advisors,
                                                      Inc.; Associate with 
                                                      Hutchins, Wheeler & 
                                                      Dittmar.

Ann F. Putallaz          Vice President               Vice President and 
480 Pierce Street                                     Director of Fiduciary
Suite 300                                             Services (since January
Birmingham, MI  48009                                 1995); Director of Client
Age: 50                                               and Marketing Services of
                                                      Woodbridge Capital
                                                      Management, Inc.

Richard H. Rose         Assistant Treasurer           Senior Vice President, 
First Data Investor Services                          First Data Investor
  Group, Inc.                                         Services Group, Inc. 
One Exchange Place                                    (since May 6, 1994).
6th Floor                                             Formerly, Senior Vice
Boston, MA  02109                                     President, The Boston
Age:  39                                              Company Advisors, Inc.
                                                      since November 1989.



1/       Director is an "interested person" of the Company as defined in the 1940 Act.

</TABLE>

         Directors of the Company  receive an aggregate fee from the Company and
The Munder Funds Trust (the "Trust")  comprised of an annual retainer fee, and a
fee for each Board meeting  attended;  and are reimbursed for all  out-of-pocket
expenses relating to attendance at meetings.

         The following table summarizes the  compensation  paid by the Trust and
the Company to the  Trustees of the Trust and  Directors  of the Company for the
fiscal year ended June 30, 1995.

<TABLE>
<CAPTION>
<S>                                <C>                   <C>                      <C>                        <C>

                                     Aggregate           Pension
                                   Compensation         Retirement           Estimated
                                     from the      Benefits Accrued             Annual                   Total
                                     Trust and      as Part of                Benefits                 from the
Name of Person Position            Company           Fund Expenses           upon Retirement            Fund Complex

Charles W. Elliott                   $4,500.00                 None                     None                  $4,500.00
Chairman

John Rakolta, Jr.                    $7,000.00                 None                     None                  $7,000.00
Vice Chairman

Thomas B. Bender                     $4,500.00                 None                     None                  $4,500.00

David J. Brophy                      $7,000.00                 None                     None                  $7,000.00
Trustee and Director

Dr. Joseph E. Champagne              $4,500.00                 None                     None                  $4,500.00
Trustee and Director

Thomas D. Eckert                     $7,000.00                 None                     None                  $7,000.00
Trustee and Director

Jack L. Otto                         $4,500.00                 None                     None                  $4,500.00
Trustee and Director

Arthur DeRoy Rodecker                $4,500.00                 None                     None                  $4,500.00
Truste and Director


</TABLE>

         No  officer,  director  or  employee  of  the  Advisor,  Comerica,  the
Distributor,   the  Administrator  or  Transfer  Agent  currently  receives  any
compensation from the Trust or the Company.

         The Company will not employ Rodecker & Company, Investment
Brokers, Inc. to effect brokerage transactions for the Funds.

                INVESTMENT ADVISORY AND OTHER SERVICE ARRANGEMENTS

         Investment  Advisor.   The  Advisor  of  the  Fund  is  Munder  Capital
Management, a Delaware general partnership.  The general partners of the Advisor
are  Woodbridge,  WAM, Old MCM, and Munder Group,  LLC.  Woodbridge  and WAM are
wholly-owned  subsidiaries  of Comerica Bank -- Ann Arbor,  which,  in turn is a
wholly-owned  subsidiary of Comerica Incorporated,  a publicly-held bank holding
company.

         Under  the  terms of the  Advisory  Agreement,  the  Advisor  furnishes
continuing  investment  supervision  to the  Fund  and is  responsible  for  the
management of the Fund's portfolio.  The  responsibility for making decisions to
buy,  sell or hold a  particular  security  rests with the  Advisor,  subject to
review by the Company's Board of Directors.

         For the advisory  services  provided  and  expenses  assumed by it, the
Advisor has agreed to a fee from the Fund,  computed daily and payable  monthly,
at an annual rate of 1.00% of average daily net assets of the Fund;


<PAGE>



         If the total  expenses  borne by the Fund in any fiscal year exceed the
expense  limitations  imposed by applicable  state securities  regulations,  the
Advisor,  Administrator,  Custodian  and Transfer  Agent will bear the amount of
such excess to the extent required by such regulations in proportion to the fees
otherwise  payable to them with  respect to the Fund for such year.  Such amount
borne will be limited to the amount of the fees paid to them for the  applicable
period with respect to the Fund. As of the date of this  Statement of Additional
Information,  the most  restrictive  expense  limitation  applicable to the Fund
limits its aggregate annual expenses, including management and advisory fees but
excluding interest, taxes, brokerage commissions, and certain other expenses, to
2-1/2% of the first $30 million of its  average  net assets,  2% of the next $70
million, and 1-1/2% of its remaining average net assets.

         The Fund's  Advisory  Agreement will continue in effect for a period of
two years from its  effective  date.  If not  sooner  terminated,  the  Advisory
Agreement will continue in effect for  successive  one year periods  thereafter,
provided that each continuance is specifically approved annually by (a) the vote
of a majority  of the Board of  Directors  who are not  parties to the  Advisory
Agreement or interested  persons (as defined in the 1940 Act), cast in person at
a meeting  called for the purpose of voting on approval,  and (b) either (i) the
vote of a majority of the outstanding voting securities of the Fund, or (ii) the
vote of a  majority  of the  Board  of  Directors.  The  Advisory  Agreement  is
terminable by vote of the Board of Directors, or by the holders of a majority of
the outstanding  voting securities of the Fund, at any time without penalty,  on
60 days'  written  notice to the  Advisor.  The Advisor may also  terminate  its
advisory  relationship  with the Fund without penalty on 90 days' written notice
to the Company. The Advisory Agreement terminates  automatically in the event of
its assignment (as defined in the 1940 Act).

         Distribution  Agreement.  The Company has entered  into a  distribution
agreement, under which the Distributor,  as agent, sells shares of the Fund on a
continuous  basis.  The  Distributor  has agreed to use  appropriate  efforts to
solicit  orders  for the  purchase  of shares of the  Fund,  although  it is not
obligated to sell any particular amount of shares. The Distributor pays the cost
of  printing  and  distributing  prospectuses  to persons who are not holders of
shares of the Fund (excluding  preparation and printing  expenses  necessary for
the continued  registration of the shares) and of printing and  distributing all
sales literature.  The  Distributor's  principal offices are located at 60 State
Street, Boston, Massachusetts 02109.

         Distribution Services Arrangements.  The Fund has adopted a
Distribution and Service Plan with respect to its shares pursuant
to which it uses its assets to finance activities relating to the


<PAGE>



distribution  of its shares to investors  and  provision of certain  shareholder
services.  Under the  Distribution  and Service Plan, the Distributor is paid an
annual service fee at the rate of 0.25% of the value of average daily net assets
of the Fund.

         Under  the  terms  of the  Distribution  and  Service  Plan,  the  Plan
continues from year to year,  provided such continuance is approved  annually by
vote of the Board of  Directors,  including a majority of the Board of Directors
who are not  interested  persons  of the  Company,  and who  have no  direct  or
indirect  financial  interest in the operation of the Plan (the  "Non-Interested
Plan Directors"). The Plan may not be amended to increase the amount to be spent
for the services provided by the Distributor without shareholder  approval,  and
all  amendments of the Plan also must be approved by the Directors in the manner
described  above. The Plan may be terminated at any time,  without  penalty,  by
vote  of a  majority  of the  Non-Interested  Plan  Directors  or by a vote of a
majority of the  outstanding  voting  securities  of the Fund (as defined in the
1940 Act) on not more  than 30 days'  written  notice to any other  party to the
Plan.  Pursuant to the Plan, the Distributor will provide the Board of Directors
periodic  reports of amounts  expended  under the Plan and the purpose for which
such expenditures were made.

         Administration  Agreement.  First Data Investor  Services  Group,  Inc.
("First  Data"  or the  "Administrator")  located  at 53 State  Street,  Boston,
Massachusetts  02109  serves as  administrator  for the  Company  pursuant to an
administration  agreement,  (the  "Administration  Agreement").  First  Data has
agreed to maintain office  facilities for the Company;  provided  accounting and
bookkeeping  services for the Fund,  including the computation of the 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 or any state securities commission
having jurisdiction over the Company.

         The Administration Agreement provides that the Administrator performing
services  thereunder  shall not be liable  under the  Agreement  except  for its
willful  misfeasance,  bad faith or gross  negligence in the  performance of its
duties  or from the  reckless  disregard  by it of its  duties  and  obligations
thereunder.

         Regarding the Administrator's agreement to reimburse the Company in the
event the expenses of the Fund exceed applicable state expense limitations,  see
"Investment Advisory and Other Service Arrangements - Advisory Agreement."

         Custodian and Transfer Agency Agreements.  Comerica Bank
(the "Custodian") whose principal business address is One Detroit
Center, 500 Woodward Avenue, Detroit, MI 48226, maintains custody
of the  Fund's assets pursuant to a custodian agreement ("Custody
Agreement") with the Company.  Under the Custody Agreement, the


<PAGE>



Custodian (i) maintains a separate  account in the name of the Fund,  (ii) holds
and  transfers  portfolio  securities  on  account  of the Fund,  (iii)  accepts
receipts and makes  disbursements  of money on behalf of the Fund, (iv) collects
and receives all income and other payments and  distributions  on account of the
Fund's  securities  and (v) makes  periodic  reports  to the Board of  Directors
concerning the Fund's  operations.  The Custodian is authorized to select one or
more domestic or foreign banks or trust companies to serve as  sub-custodian  on
behalf of the Fund.

         First Data also serves as the transfer and  dividend  disbursing  agent
for the Fund  pursuant to a transfer  agency  agreement  (the  "Transfer  Agency
Agreement")  with the  Company,  under  which  First Data (i) issues and redeems
shares of the Fund, (ii) addresses and mails all  communications  by the Fund to
its record owners, including reports to shareholders,  dividend and distribution
notices and proxy  materials for its meetings of  shareholders,  (iii) maintains
shareholder  accounts,  (iv) responds to  correspondence  by shareholders of the
Fund and (v) makes  periodic  reports to the Board of Directors  concerning  the
operations of the Fund.

         Regarding the Custodian's and Transfer  Agent's  agreement to reimburse
the  Company  in the event the  expenses  of the Fund  exceed  applicable  state
expense  limitations,  see "Investment Advisory and Other Service Arrangements -
Advisory Agreement."

         Other Information Pertaining to Distribution, Administration, Custodian
and Transfer Agency Agreements.  As stated in the Prospectus,  the Administrator
and Transfer Agent each receives,  as compensation  for its services,  fees from
the Fund based on the  aggregate  average daily net assets of the Fund and other
investment  portfolios advised by the Advisor. The Custodian receives a separate
fee for its  services.  In approving the  Administration  Agreement and Transfer
Agency  Agreement,  the Board of Directors did consider the services that are to
be provided under their respective agreements, the experience and qualifications
of the respective service contractors, the reasonableness of the fees payable by
the Company in comparison to the charges of competing vendors, the impact of the
fees on the estimated total ordinary operating expense ratio of the Fund and the
fact that neither the  Administrator  nor the Transfer Agent is affiliated  with
the Company or the Advisor.  The Board also considered its responsibility  under
federal and state law in approving these agreements.

         Comerica Bank provides  custodial services to the Fund. As compensation
for its  services,  Comerica  Bank is  entitled  to receive  fees,  based on the
aggregate  average  daily net assets of the Fund and  certain  other  investment
portfolios for which Comerica Bank provides services, computed daily and payable
monthly at an annual  rate of 0.03% of the first $100  million of average  daily
net assets, plus 0.02% of the next $500 million of net assets, plus 0.01% of all
net assets in excess of $600


<PAGE>



million.  Comerica Bank also receives certain transaction based
fees.

                                              PORTFOLIO TRANSACTIONS

         Subject to the general  supervision of the Board  Members,  the Advisor
makes decisions with respect to and places orders for all purchases and sales of
portfolio securities for the Fund.

         Transactions on U.S. stock exchanges  involve the payment of negotiated
brokerage  commissions.  On exchanges on which  commissions are negotiated,  the
cost of transactions may vary among different  brokers.  Transactions on foreign
stock exchanges  involve payment for brokerage  commissions  which are generally
fixed.

         Over-the-counter   issues,  including  corporate  debt  and  government
securities,  are  normally  traded on a "net" basis (i.e.,  without  commission)
through dealers, or otherwise involve  transactions  directly with the issuer of
an instrument. With respect to over-the-counter  transactions,  the Advisor will
normally  deal  directly  with  dealers  who  make a market  in the  instruments
involved except in those circumstances where more favorable prices and execution
are available  elsewhere.  The cost of foreign and domestic securities purchased
from  underwriters  includes an underwriting  commission or concession,  and the
prices at which  securities  are  purchased  from and sold to dealers  include a
dealer's mark-up or mark-down.

         The Fund may participate,  if and when practicable,  in bidding for the
purchase  of  portfolio  securities  directly  from an  issuer  in order to take
advantage of the lower purchase  price  available to members of a bidding group.
The Fund will engage in this practice,  however,  only when the Advisor believes
such practice to be in the Fund's interests.

         In its Advisory Agreements, the Advisor agrees to select broker-dealers
in accordance  with  guidelines  established by the Company's Board of Directors
from time to time and in accordance  with applicable law. In assessing the terms
available for any  transaction,  the Advisor shall consider all factors it deems
relevant,  including 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,  both  for  the  specific
transaction  and on a continuing  basis.  In addition,  the Advisory  Agreements
authorize the Advisor,  subject to the prior approval of the Company's  Board of
Directors,  to 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
to  the  value  of  the  brokerage  and  research   services  provided  by  such
broker-dealer, viewed in terms of either the


<PAGE>



particular  transaction  or the overall  responsibilities  of the Advisor to the
Fund.  Such  brokerage  and  research  services  might  consist of  reports  and
statistics on specific  companies or industries,  general summaries of groups of
bonds and their  comparative  earnings  and yields,  or broad  overviews  of the
securities markets and the economy.

         Supplementary  research  information so received is in addition to, and
not in lieu of,  services  required to be  performed by the Advisor and does not
reduce the advisory fees payable to the Advisor by the Fund. It is possible that
certain of the supplementary  research or other services received will primarily
benefit  one or more other  investment  companies  or other  accounts  for which
investment  discretion  is  exercised.  Conversely,  the Fund may be the primary
beneficiary  of the  research  or  services  received  as a result of  portfolio
transactions effected for such other account or investment company.

         Portfolio securities will not be purchased from or sold to the Advisor,
the  Distributor  or any  affiliated  person (as defined in the 1940 Act) of the
foregoing  entities except to the extent  permitted by SEC exemptive order or by
applicable law.

         Investment  decisions  for the Fund and for other  investment  accounts
managed  by the  Advisor  are made  independently  of each other in the light of
differing conditions.  However, the same investment decision may be made for two
or  more  of  such  accounts.  In  such  cases,  simultaneous  transactions  are
inevitable. Purchases or sales are then averaged as to price and allocated as to
amount in a manner deemed  equitable to each such  account.  While in some cases
this  practice  could  have a  detrimental  effect  on the price or value of the
security  as far as the Fund is  concerned,  in other cases it is believed to be
beneficial  to the  Fund.  To the  extent  permitted  by law,  the  Advisor  may
aggregate  the  securities to be sold or purchased for the Fund with those to be
sold or  purchased  for other  investment  companies  or accounts  in  executing
transactions.

         The Fund will not  purchase  securities  during  the  existence  of any
underwriting  or selling group relating to such  securities of which the Advisor
or any affiliated person (as defined in the 1940 Act) thereof is a member except
pursuant to procedures adopted by the Company's Board of Directors in accordance
with Rule 10f-3 under the 1940 Act.

         Except as noted in the  Prospectuses  and this  Statement of Additional
Information the Fund's service  contractors bear all expenses in connection with
the performance of its services and the Fund bears the expenses  incurred in its
operations.  These  expenses  include,  but are not limited to, fees paid to the
Advisor,  Administrator,  Custodian  and  Transfer  Agent;  fees and expenses of
officers and directors; taxes; interest; legal and auditing fees; brokerage fees
and commissions; certain fees and


<PAGE>



expenses in registering and qualifying the Fund and its shares for  distribution
under Federal and state securities laws; expenses of preparing  prospectuses and
statements  of  additional   information   and  of  printing  and   distributing
prospectuses and statements of additional  information to existing shareholders;
the  expense  of  reports  to  shareholders,  shareholders'  meetings  and proxy
solicitations;  fidelity bond and directors' and officers'  liability  insurance
premiums;  the expense of using independent pricing services; and other expenses
which are not assumed by the Administrator.  Any general expenses of the Company
that are not  readily  identifiable  as  belonging  to a  particular  investment
portfolio of the Company are allocated  among all  investment  portfolios of the
Company by or under the direction of the Board of Directors in a manner that the
Board  of  Directors   determine  to  be  fair  and   equitable.   The  Advisor,
Administrator,  Custodian  and  Transfer  Agent may  voluntarily  waive all or a
portion of their respective fees from time to time.

                                        PURCHASE AND REDEMPTION INFORMATION

         Purchases and redemptions are discussed in the Fund's  Prospectuses and
such information is incorporated herein by reference.

         Purchases. In addition to the methods of purchasing shares described in
the  Prospectus,  the Fund also offers a  pre-authorized  checking plan by which
investors may  accumulate  shares of the Fund  regularly  each month by means of
automatic  debits to their  checking  accounts.  There is a $50  minimum on each
automatic debit. Shareholders may choose this option by checking the appropriate
part of the application  form or by calling the Fund at (800)  438-5789.  Such a
plan is voluntary and may be  discontinued  by the shareholder at any time or by
the Company on 30 days' written notice to the shareholder.

         Retirement  Plans.  Shares of the Fund may be purchased  in  connection
with  various  types of tax  deferred  retirement  plans,  including  individual
retirement accounts ("IRAs"),  qualified plans, deferred compensation for public
schools and charitable  organizations  (403(b)  plans) and  simplified  employee
pension IRAs. An individual or organization  considering the  establishment of a
retirement  plan should  consult  with an  attorney  and/or an  accountant  with
respect to the terms and tax aspects of the plan. A $10.00 annual  custodial fee
is also charged on IRAs.  This  custodial fee is due by December 15 of each year
and may be paid by check or shares liquidated from a shareholder's account.

Redemptions

         Systematic Withdrawals.  In addition to the methods of
redemption described in the Fund's Prospectus, a systematic
withdrawal plan is available in which a shareholder of the Fund
may elect to receive a fixed amount ($50 minimum), monthly,


<PAGE>



quarterly,  semi-annually,  or annually,  for accounts with a value of $2,500 or
more.  Checks  are  mailed on or about the 10th of each  designated  month.  All
certified  shares  must be placed on deposit  under the plan and  dividends  and
capital gain  distributions,  if any, are automatically  reinvested at net asset
value for  shareholders  participating  in the plan. If the checks received by a
shareholder  through the  systematic  withdrawal  plan exceed the  dividends and
capital  appreciation of the shareholder's  account,  the systematic  withdrawal
plan will have the effect of reducing the value of the account. Any gains and/or
losses  realized from  redemptions  through the systematic  withdrawal  plan are
considered a taxable event by the Internal  Revenue Service and must be reported
on the shareholders'  income tax return.  Shareholders should consult with a tax
advisor for information on their specific financial  situations.  At the time of
initial investment,  a shareholder may request that the check for the systematic
withdrawal be sent to an address  other than the address of record.  The address
to which the payment is mailed may be changed by  submitting a written  request,
signed by all registered owners, with their signatures guaranteed.  Shareholders
may add this  option  after the  account  is already  established  or change the
amount on an existing  account by calling the Fund at (800)  438-5789.  The Fund
may terminate the plan on 30 days' written notice to the shareholder.

         Other  Information.  The Fund reserves the right to suspend or postpone
redemptions  during any period when:  (i) trading on the New York Stock Exchange
is  restricted,  as  determined  by the SEC,  or the New York Stock  Exchange is
closed for other than customary weekend and holiday  closings;  (ii) the SEC has
by order  permitted  such  suspension  or  postponement  for the  protection  of
shareholders;  or (iii) an emergency,  as determined by the SEC, exists,  making
disposal of  portfolio  securities  or  valuation  of net assets of the Fund not
reasonably practicable.

         The Fund may involuntarily redeem an investor's shares if the net asset
value of such shares is less than $500;  provided that  involuntary  redemptions
will not result from fluctuations in the value of an investor's shares. A notice
of  redemption,  sent by first-class  mail to the investor's  address of record,
will fix a date not less than 30 days after the mailing date, and shares will be
redeemed  at the net asset  value at the close of  business  on that date unless
sufficient  additional shares are purchased to bring the aggregate account value
up to $500 or more. A check for the redemption  proceeds payable to the investor
will be mailed to the investor at the address of record.

                                                  NET ASSET VALUE

         In determining the approximate  market value of portfolio  investments,
the Company may employ  outside  organizations,  which may use matrix or formula
methods that take into consideration market indices,  matrices, yield curves and
other specific adjustments. This may result in the securities being valued at a


<PAGE>



price different from the price that would have been determined had the matrix or
formula methods not been used. All cash,  receivables  and current  payables are
carried on the Company's  books at their face value.  Other assets,  if any, are
valued at fair value as  determined in good faith under the  supervision  of the
Board of Directors.

In-Kind Purchases

         Payment for shares may, in the  discretion  of the Advisor,  be made in
the  form of  securities  that  are  permissible  investments  for  the  Fund as
described in the Prospectus.  For further information about this form of payment
please  contact the Transfer  Agent.  In connection  with an in-kind  securities
payment,  the Fund will  require,  among other  things,  that the  securities be
valued on the day of purchase in accordance with the pricing methods used by the
Fund and that the Fund  receive  satisfactory  assurances  that (1) it will have
good  and  marketable  title  to the  securities  received  by it;  (2) that the
securities  are in  proper  form for  transfer  to the  Fund;  and (3)  adequate
information will be provided concerning the basis and other tax matters relating
to the securities.

                                              PERFORMANCE INFORMATION

         The Fund, in advertising its "average annual total return" computes its
return by  determining  the  average  annual  compounded  rate of return  during
specified  periods  that  equates  the  initial  amount  invested  to the ending
redeemable value of such investment according to the following formula:

                           T =       (ERV)1/n  -1
                                         P

         Where:            T =      average annual total return;

                         ERV        = ending  redeemable value of a hypothetical
                                    $1,000  payment made at the beginning of the
                                    1, 5 or 10 year (or  other)  periods  at the
                                    end  of   the   applicable   period   (or  a
                                    fractional portion thereof);

                         P =        hypothetical initial payment of $1,000; and

                         n =        period covered by the computation, expressed
                                    in years.

        The Fund, in  advertising  its  "aggregate  total  return"  computes its
returns by determining the aggregate compounded rates of return during specified
periods  that  likewise  equate  the  initial  amount  invested  to  the  ending
redeemable value of such investment. The formula for calculating aggregate total
return is as follows:



<PAGE>



                                                   (ERV)  - 1
                Aggregate Total Return =         P


        The  calculations  are made  assuming that (1) all dividends and capital
gain  distributions  are reinvested on the  reinvestment  dates at the price per
share existing on the  reinvestment  date, (2) all recurring fees charged to all
shareholder  accounts are included,  and (3) for any account fees that vary with
the size of the account,  a mean (or median) account size in the Fund during the
periods  is  reflected.  The  ending  redeemable  value  (variable  "ERV" in the
formula) is  determined  by assuming  complete  redemption  of the  hypothetical
investment  after  deduction  of all  non-recurring  charges  at the  end of the
measuring period.

        The  performance  of any investment is generally a function of portfolio
quality and maturity, type of investment and operating expenses.

        From time to time, in advertisements or in reports to shareholders,  the
Fund's  total  returns may be quoted and compared to those of other mutual funds
with similar investment objectives and to stock or other relevant indices.

                                                       TAXES

        The following summarizes certain additional tax considerations generally
affecting  the Fund and its  shareholders  that are not  described in the Fund's
Prospectus.  No attempt is made to  present a  detailed  explanation  of the tax
treatment of the Fund or its  shareholders,  and the discussion  here and in the
Prospectus is not intended as a substitute  for careful tax planning.  Potential
investors should consult their tax Advisors with specific reference to their own
tax situations.

        General.  The Fund  will  elect to be taxed  separately  as a  regulated
investment  company under Subchapter M, of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated  investment company,  the Fund generally is
exempt from Federal income tax on its net investment income and realized capital
gains which it  distributes  to  shareholders,  provided that it  distributes an
amount equal to the sum of (a) at least 90% of its  investment  company  taxable
income (net investment income and the excess of net short-term capital gain over
net long-term  capital  loss),  if any, for the year and (b) at least 90% of its
net  tax-exempt  interest  income,  if any,  for  the  year  (the  "Distribution
Requirement")  and  satisfies  certain other  requirements  of the Code that are
described  below.  Distributions  of investment  company  taxable income and net
tax-exempt  interest  income made during the taxable  year or,  under  specified
circumstances,  within  twelve  months  after the close of the taxable year will
satisfy the Distribution Requirement.

        In addition to satisfaction of the Distribution Requirement,


<PAGE>



the Fund must  derive with  respect to a taxable  year at least 90% of its gross
income from  dividends,  interest,  certain  payments with respect to securities
loans and gains from the sale or other  disposition  of stock or  securities  or
foreign currencies, or from other income derived with respect to its business of
investing in such stock,  securities,  or currencies (the "Income  Requirement")
and derive less than 30% of its gross income from the sale or other  disposition
of securities and certain other investments held for less than three months (the
"Short-Short  Gain  Test").  Interest  (including  original  issue  discount and
"accrued market discount") received by the Fund at maturity or on disposition of
a security  held for less than three  months will not be treated (in contrast to
other income which is  attributable to realized  market  appreciation)  as gross
income from the sale or other disposition of securities held for less than three
months for this purpose.

        In addition to the foregoing requirements,  at the close of each quarter
of its taxable year, at least 50% of the value of the Fund's assets must consist
of cash  and  cash  items,  U.S.  Government  securities,  securities  of  other
regulated investment companies, and securities of other issuers (as to which the
Fund  has not  invested  more  than  5% of the  value  of its  total  assets  in
securities  of such  issuer and as to which the Fund does not hold more than 10%
of the outstanding voting securities of such issuer) and no more than 25% of the
value of the Fund's  total assets may be invested in the  securities  of any one
issuer (other than U.S. Government  securities and securities of other regulated
investment  companies),  or in two or more issuers  which the Fund  controls and
which are engaged in the same or similar trades or businesses.

        Distributions  of  net  investment  income  received  by the  Fund  from
investments  in debt  securities and any net realized  short-term  capital gains
distributed by the Fund will be taxable to  shareholders  as ordinary income and
will not be eligible for the dividends received deduction for corporations.

        The Fund  intends  to  distribute  to  shareholders  any  excess  of net
long-term capital gain over net short-term capital loss ("net capital gain") for
each taxable year.  Such gain is  distributed  as a capital gain dividend and is
taxable to shareholders as long-term  capital gain,  regardless of the length of
time the  shareholder  has held the shares,  whether such gain was recognized by
the Fund prior to the date on which a  shareholder  acquired  shares of the Fund
and  whether  the  distribution  was paid in cash or  reinvested  in shares.  In
addition,  investors  should  be aware  that any loss  realized  upon the  sale,
exchange or  redemption of shares held for six months or less will be treated as
a long-term capital loss to the extent any capital gain dividends have been paid
with respect to such shares.

        In the case of corporate shareholders, distributions of the
Fund for any taxable year generally qualify for the dividends


<PAGE>



received  deduction to the extent of the gross amount of "qualifying  dividends"
received by the Fund for the year and if certain holding period requirements are
met. Generally,  a dividend will be treated as a "qualifying dividend" if it has
been received from a domestic corporation.

        Ordinary  income of individuals is taxable at a maximum  nominal rate of
39.6%,   although  because  of  limitations  on  itemized  deductions  otherwise
allowable  and the  phase-out  of personal  exemptions,  the  maximum  effective
marginal rate of tax for some taxpayers may be higher. An individual's long-term
capital  gains are taxable at a maximum rate of 28%.  Capital gains and ordinary
income of corporate taxpayers are both taxed at a nominal maximum rate of 35%.

        If for any  taxable  year  the  Fund  does not  qualify  as a  regulated
investment company,  all of its taxable income will be subject to tax at regular
corporate rates without any deduction for distributions to shareholders. In such
event, all distributions  (whether or not derived from  exempt-interest  income)
would be taxable as  ordinary  income and would be  eligible  for the  dividends
received  deduction in the case of corporate  shareholders  to the extent of the
Fund's current and accumulated earnings and profits.

        Shareholders  will be  advised  annually  as to the  Federal  income tax
consequences of distributions made by the Fund each year.

        The Code imposes a non-deductible 4% excise tax on regulated  investment
companies  that  fail to  currently  distribute  an  amount  equal to  specified
percentages of their ordinary taxable income and capital gain net income (excess
of capital  gains over  capital  losses).  The Fund  intends to make  sufficient
distributions or deemed distributions of its ordinary taxable income and capital
gain net income each calendar year to avoid liability for this excise tax.

        The Company  will be required in certain  cases to withhold and remit to
the United  States  Treasury 31% of taxable  dividends or 31% of gross  proceeds
realized  upon  sale  paid to any  shareholder  (i) who has  provided  either an
incorrect tax identification  number or no number at all, (ii) who is subject to
backup  withholding  by the Internal  Revenue  Service for failure to report the
receipt of taxable interest or dividend income properly, or (iii) who has failed
to certify to the Company that he is not subject to backup  withholding  or that
he is an "exempt recipient."

        The foregoing  general  discussion of Federal income tax consequences is
based on the Code and the regulations issued thereunder as in effect on the date
of  this   Statement  of   Additional   Information.   Future   legislative   or
administrative changes or court decisions may significantly change the


<PAGE>



conclusions  expressed  herein,  and any such  changes or  decisions  may have a
retroactive effect with respect to the transactions contemplated herein.

        Although the Fund expects to qualify as a "regulated investment company"
and to be relieved of all or substantially  all Federal income taxes,  depending
upon the extent of its  activities in states and localities in which its offices
are maintained, in which its agents or independent contractors are located or in
which it is otherwise deemed to be conducting business,  the Fund may be subject
to the tax laws of such states or localities.

        Taxation of Certain  Financial  Instruments.  Special  rules  govern the
Federal  income tax treatment of financial  instruments  that may be held by the
Fund.  These rules may have a particular  impact on the amount of income or gain
that the Fund must  distribute to their  respective  shareholders to comply with
the Distribution Requirement,  on the income or gain qualifying under the Income
Requirement  and on their  ability  to  comply  with the  Short-Gain  Test,  all
described above.

        Generally,  futures contracts,  options on futures contracts and certain
foreign currency contracts held by the Fund (collectively, the "Instruments") at
the close of their  taxable year are treated for Federal  income tax purposes as
sold for their  fair  market  value on the last  business  day of such  year,  a
process  known  as  "marking-to-market."  Forty  percent  of any  gain  or  loss
resulting  from such  constructive  sales will be treated as short-term  capital
gain or loss and 60% of such gain or loss will be treated as  long-term  capital
gain or loss without  regard to the period the Fund hold the  Instruments  ("the
40%-60% rule").  The amount of any capital gain or loss actually realized by the
Fund in a subsequent sale or other  disposition of those Instruments is adjusted
to reflect  any capital  gain or loss taken into  account by the Fund in a prior
year as a  result  of the  constructive  sale of the  Instruments.  Losses  with
respect to futures  contracts  to sell,  related  options  and  certain  foreign
currency  contracts  which are regarded as parts of a "mixed  straddle"  because
their values  fluctuate  inversely to the values of specific  securities held by
the Fund are subject to certain  loss  deferral  rules which limit the amount of
loss  currently  deductible on either part of the straddle to the amount thereof
which exceeds the  unrecognized  gain (if any) with respect to the other part of
the straddle,  and to certain wash sales  regulations.  Under short sales rules,
which are also applicable,  the holding period of the securities forming part of
the straddle will (if they have not been held for the long-term  holding period)
be deemed not to begin prior to  termination  of the  straddle.  With respect to
certain  Instruments,  deductions  for interest and carrying  charges may not be
allowed.  Notwithstanding  the rules  described  above,  with respect to futures
contracts  which are part of a "mixed  straddle"  to sell related  options,  and
certain foreign currency contracts which are properly identified


<PAGE>



as such,  the Fund may make an election  which will exempt (in whole or in part)
those identified futures contracts,  options and foreign currency contracts from
the Rules of Section  1256(g) of the Code  including  "the 40%-60% rule" and the
mark-to-market on gains and losses being treated for Federal income tax purposes
as sold on the last  business  day of the  Fund's  taxable  year,  but gains and
losses will be subject to such short sales,  wash sales and loss deferral  rules
and the requirement to capitalize interest and carrying charges. Under Temporary
Regulations,  the Fund would be allowed (in lieu of the  foregoing)  to elect to
either  (1)  offset  gains or  losses  from  portions  which are part of a mixed
straddle by separately  identifying  each mixed straddle to which such treatment
applies,  or (2) establish a mixed  straddle  account for which gains and losses
would be  recognized  and offset on a periodic  basis  during the taxable  year.
Under either  election,  "the  40%-60%  rule" will apply to the net gain or loss
attributable  to the  Instruments,  but in the case of a mixed straddle  account
election,  not more than 50% of any net gain may be treated as long-term  and no
more than 40% of any net loss may be treated as short-term.

        A foreign currency contract must meet the following  conditions in order
to be subject to the  marking-to-market  rules described above: (1) the contract
must require delivery of a foreign currency of a type in which regulated futures
contracts are traded or upon which the settlement value of the contract depends;
(2) the contract  must be entered into at arm's length at a price  determined by
reference to the price in the  interbank  market;  and (3) the contract  must be
traded in the interbank market.  The Treasury  Department has broad authority to
issue regulations under the provisions respecting foreign currency contracts. As
of the date of this Statement of Additional Information, the Treasury Department
has not issued any such  regulations.  Other foreign currency  contracts entered
into by a Fund may result in the creation of one or more  straddles  for Federal
income tax purposes, in which case certain loss deferral,  short sales, and wash
sales rules and the requirement to capitalize  interest and carrying charges may
apply.

        Some of the non-U.S.  dollar  denominated  investments that the Fund may
make, such as foreign securities, European Deposit Receipts and foreign currency
contracts,  may be subject  to the  provisions  of Subpart J of the Code,  which
govern the Federal income tax treatment of certain  transactions  denominated in
terms of a currency other than the U.S. dollar or determined by reference to the
value  of one or more  currencies  other  than  the U.S  dollar.  The  types  of
transactions  covered  by  these  provisions  include  the  following:  (1)  the
acquisition  of, or becoming the obligor under, a bond or other debt  instrument
(including,  to the extent provided in Treasury  regulations,  preferred stock);
(2) the accruing of certain trade receivables and payables; and (3) the entering
into or  acquisition  of any  forward  contract,  futures  contract,  option and
similar financial instrument, if such instrument is not marked to market. The


<PAGE>



disposition of a currency other than the U.S. dollar by a U.S.  taxpayer is also
treated as a transaction subject to the special currency rules. However, foreign
currency-related   regulated  futures  contracts  and  non  equity  options  are
generally  not  subject to the  special  currency  rules if they are or would be
treated  as  sold  for  their  fair   market   value  at   year-end   under  the
marking-to-market  rules unless an election is made to have such currency  rules
apply.  With  respect to  transactions  covered by the  special  rules,  foreign
currency  gain or loss is  calculated  separately  from  any gain or loss on the
underlying  transaction  and is  normally  taxable as ordinary  gain or loss.  A
taxpayer  may elect to treat as capital gain or loss  foreign  currency  gain or
loss arising from certain identified  forward  contracts,  futures contracts and
options  that are capital  assets in the hands of the taxpayer and which are not
part  of  a  straddle.   In  accordance  with  Treasury   regulations,   certain
transactions that are part of a "Section 988 hedging transaction" (as defined in
the Code and Treasury  regulations)  may be  integrated  and treated as a single
transaction or otherwise treated consistently for purposes of the Code. "Section
988  hedging  transactions"  are not  subject to the  marking-to-market  or loss
deferral rules under the Code. Gain or loss attributable to the foreign currency
component of  transactions  engaged in by the Funds which are not subject to the
special  currency rules (such as foreign equity  investments  other than certain
preferred  stocks) is treated as capital gain or loss and is not segregated from
the gain or loss on the underlying transaction.

        The Fund may be subject to U.S.  Federal  income tax on a portion of any
"excess  distribution"  or a gain  from  the  distribution  of  passive  foreign
investment companies.

                                     ADDITIONAL INFORMATION CONCERNING SHARES

        In the event of a liquidation or dissolution of the Company or the Fund,
shareholders  of the Fund would be entitled to receive the assets  available for
distribution belonging to the Fund, and a proportionate distribution, based upon
the relative net asset value of the Fund, of any general assets not belonging to
the Fund which are  available  for  distribution.  Shareholders  of the Fund are
entitled to participate in the net  distributable  assets of the Fund,  based on
the number of shares of the Fund that are held by each shareholder.

        Shareholders  of the  Fund,  as well as  those of any  other  investment
portfolio  now or hereafter  offered by the Company,  will vote  together in the
aggregate  and not  separately  on a  Fund-by-Fund  basis,  except as  otherwise
required by law or when  permitted by the Boards of Directors.  Rule 18f-2 under
the 1940 Act provides that any matter required to be submitted to the holders of
the outstanding  voting securities of an investment  company such as the Company
shall not be deemed to have been  effectively  acted upon unless approved by the
holders of a majority of the outstanding shares of each Fund affected by the


<PAGE>



matter.  The Fund is affected by a matter  unless it is clear that the interests
of the Fund in the matter are substantially  identical to the interests of other
portfolios of the Company or that the matter does not affect any interest of the
Fund.  Under the Rule, the approval of an investment  advisory  agreement or any
change in a fundamental  investment  policy would be effectively acted upon with
respect to the Fund only if approved by a majority of the outstanding  shares of
the  Fund.  However,  the  Rule  also  provides  that  the  ratification  of the
appointment  of  independent  auditors,  the approval of principal  underwriting
contracts  and  the  election  of  trustees  may be  effectively  acted  upon by
shareholders of the Company voting together in the aggregate without regard to a
particular portfolio.

        Shares of the Company have noncumulative voting rights and, accordingly,
the holders of more than 50% of the Company's  outstanding  shares may elect all
of the directors.  Shares have no preemptive rights and only such conversion and
exchange  rights  as the  Board may grant in its  discretion.  When  issued  for
payment  as  described  in  the  Prospectus,  shares  will  be  fully  paid  and
non-assessable by the Company.

        Shareholder  meetings  to elect  directors  will not be held  unless and
until such time as required by law. At that time,  the directors  then in office
will call a shareholders' meeting to elect directors. Except as set forth above,
the directors will continue to hold office and may appoint successor  directors.
Meetings of the  shareholders  of the Company  shall be called by the  directors
upon the written request of shareholders  owning at least 10% of the outstanding
shares entitled to vote.

                                                   MISCELLANEOUS

        Counsel.  The law firm of Dechert Price & Rhoads,  1500 K Street,  N.W.,
Washington,  DC 20005,  has passed upon certain legal matters in connection with
the shares offered by the Fund and serves as counsel to the Company.

        Independent Auditors.  Ernst & Young LLP, serves as the
Company's independent auditors.

        Banking Laws.  Banking laws and  regulations  currently  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,  but such  banking laws and  regulations  do not
prohibit such a holding  company or affiliate or banks  generally from acting as
investment  Advisor,  administrator,  transfer  agent  or  custodian  to such an
investment company, or from purchasing shares of such a company as agent for and
upon the order of  customers.  The Advisor and the Custodian are subject to such
banking laws and regulations.


<PAGE>




        The Advisor and the Custodian  believe they may perform the services for
the Company contemplated by their respective agreements with the Company without
violation  of  applicable  banking  laws or  regulations.  It  should  be noted,
however,  that  there  have been no cases  deciding  whether  bank and  non-bank
subsidiaries  of  a  registered  bank  holding  company  may  perform   services
comparable  to those that are to be  performed  by these  companies,  and future
changes  in  either  Federal  or state  statutes  and  regulations  relating  to
permissible activities of banks and their subsidiaries or affiliates, as well as
future judicial or administrative  decisions or  interpretations  of current and
future statutes and  regulations,  could prevent these companies from continuing
to perform such service for the Company.

        Should future legislative, judicial or administrative action prohibit or
restrict the  activities of such  companies in connection  with the provision of
services  on behalf of the  Company,  the  Company  might be  required  to alter
materially or discontinue  its  arrangements  with such companies and change its
method of operations.  It is not  anticipated,  however,  that any change in the
Company's method of operations would affect the net asset value per share of the
Fund or result in a financial loss to any shareholder of the Fund.

        Shareholder   Approvals.   As  used  in  this  Statement  of  Additional
Information and in the Prospectus, a "majority of the outstanding shares" of the
Fund  means the  lesser of (a) 67% of the  shares of the Fund  represented  at a
meeting at which the holders of more than 50% of the  outstanding  shares of the
Fund are present in person or by proxy,  or (b) more than 50% of the outstanding
shares of the Fund.

                                              REGISTRATION STATEMENT

        This Statement of Additional  Information  and the Fund's  Prospectus do
not contain all the information  included in the Fund's  registration  statement
filed  with the SEC under the 1933 Act with  respect to the  securities  offered
hereby,  certain  portions of which have been omitted  pursuant to the rules and
regulations of the SEC. The registration statement, including the exhibits filed
therewith, may be examined at the offices of the SEC in Washington, D.C.

        Statements  contained  herein  and in the  Fund's  Prospectus  as to the
contents of any  contract  of other  documents  referred to are not  necessarily
complete, and, in such instance,  reference is made to the copy of such contract
or other  documents  filed as an exhibit to the Fund's  registration  statement,
each such statement being qualified in all respect by such reference.

                                                     APPENDIX

        As stated in the Prospectus, the Fund may enter into certain
futures transactions and options for hedging purposes.  Such


<PAGE>



transactions are described in this Appendix.

I.  Index Futures Contracts

        General.  A bond index assigns  relative values of the bonds included in
the index bind the index  fluctuates  with  changes in the market  values of the
bonds included. The Chicago Board of Trade has designed a futures contract based
on the Bond  Buyer  Municipal  Bond  Index.  This Index is  composed  of 40 term
revenue and general obligation bonds and its composition is updated regularly as
new bonds  meeting  the  criteria  of the Index are  issued and  existing  bonds
mature.  The Index is intended to provide an  accurate  indicator  of trends and
changes in the municipal  bond market.  Each bond in the Index is  independently
priced by six dealer-to-dealer  municipal bond brokers daily. The 40 prices then
are  averaged  and  multiplied  by a  coefficient.  The  coefficient  is used to
maintain the continuity of the Index when its composition changes.

        A stock  index  assigns  relative  values to the stocks  included in the
index and the index  fluctuates  with changes in the market values of the stocks
included.  Some stock index futures contracts are based on broad market indexed,
such as the  Standard  & Poor's  500 or the New York  Stock  Exchange  Composite
Index. In contrast, certain exchanges offer futures contracts on narrower market
indexes,  such as the  Standard & Poor's 100 or indexes  based on an industry or
market segment, such as oil and gas stocks.

        Futures  contracts  are traded on organized  exchanges  regulated by the
Commodity Futures Trading Commission. Transactions on such exchanges are cleared
through a clearing corporation,  which guarantees the performance of the parties
to each contract.

        The Fund will sell index futures contracts in order to offset a decrease
in market value of its portfolio  securities that might otherwise  result from a
market decline.  The Fund will purchase index futures  contracts in anticipation
of purchases of securities.  In a substantial majority of these transactions,  a
Fund  will  purchase  such  securities  upon  termination  of the  long  futures
position,  but a long futures position may be terminated without a corresponding
purchase of securities.

        In  addition,   the  Fund  may  utilize  index   futures   contracts  in
anticipation  of changes  in the  composition  of its  portfolio  holdings.  For
example,  in the event that the Fund  expects  to narrow  the range of  industry
groups  represented  in its  holdings it may,  prior to making  purchases of the
actual securities,  establish a long futures position based on a more restricted
index, such as an index comprised of securities of a particular  industry group.
The Fund may also sell futures  contracts in connection  with this strategy,  in
order to protect against the possibility  that the value of the securities to be
sold as part of the restructuring of the portfolio will decline prior to the


<PAGE>



time of sale.

        Examples of Stock Index Futures Transactions.  The following
are examples of transactions in stock index futures (net of
commissions and premiums, if any).

ANTICIPATORY PURCHASE HEDGE:  Buy the Future
Hedge Objective:  Protect Against Increasing Price

        Portfolio Futures
                                                  -Day Hedge is Placed-
Anticipate buying $62,500 in                      Buying 1 Index Futures at 125
Equity Securities                                 Value of Futures =
                                                  $62,500/Contract

                                                  -Day Hedge is Lifted-
Buy Equity  Securities  with Actual  Sell 1 Index  Futures at 130 Cost = $65,000
Value of Futures = Increase in Purchase Price = $65,000/Contract  $2,500 Gain on
Futures = $2,500

                                    HEDGING A STOCK PORTFOLIO: Sell the Future
                                    Hedge Objective:  Protect Against Declining
                                              Value of the Portfolio

Factors:

Value of Stock Portfolio = $1,000,000  Value of Futures  Contract - 125 x $500 =
$62,500 Portfolio Beta Relative to the Index = 1.0

Portfolio Futures

                                                  -Day Hedge is Placed-
Anticipate Selling $1,000,000 in                  Sell 16 Index Futures at 125
Equity Securities                                 Value of Futures = $1,000,000

                                                  -Day Hedge is Lifted-
Equity Securities - Own Stock                      Buy 16 Index Futures at 120
  with Value = $960,000                            Value of Futures = $960,000
Loss in Portfolio Value = $40,000                  Gain on Futures = $40,000

II.  Margin Payments

        Unlike  purchase or sales of portfolio  securities,  no price is paid or
received by the Fund upon the purchase or sale of a futures contract. Initially,
the Fund will be required to deposit with the broker or in a segregated  account
with the  Custodian  an amount  of cash or cash  equivalents,  known as  initial
margin,  based on the value of the  contract.  The nature of  initial  margin in
futures  transactions is different from that of margin in security  transactions
in that futures  contract  margin does not involve the borrowing of funds by the
customer to


<PAGE>



finance  the  transactions.  Rather,  the  initial  margin is in the nature of a
performance  bond or good faith deposit on the contract which is returned to the
Fund  upon  termination  of  the  futures  contract   assuming  all  contractual
obligations have been satisfied.  Subsequent payments,  called variation margin,
to and  from  the  broker,  will be made on a daily  basis  as the  price of the
underlying  instruments  fluctuates  making the long and short  positions in the
futures    contract    more   or   less    valuable,    a   process   known   as
marking-to-the-market.  For  example,  when  the Fund has  purchased  a  futures
contract  and the price of the  contract  has risen in response to a rise in the
underlying instruments,  that position will have increased in value and the Fund
will be entitled to receive from the broker a variation  margin payment equal to
that  increase  in value.  Conversely,  where the Fund has  purchased  a futures
contract  and the price of the futures  contract  has  declined in response to a
decrease in the underlying instruments,  the position would be less valuable and
the Fund would be required to make a variation margin payment to the broker.  At
any time prior to expiration of the futures  contract,  the adviser may elect to
close the position by taking an opposite  position,  subject to the availability
of a secondary  market,  which will operate to terminate the Fund's  position in
the futures  contract.  A final  determination of variation margin is then made,
additional  cash is required to be paid by or released to the Fund, and the Fund
realizes a loss or gain.

III.  Risks of Transactions in Futures Contracts

        There are  several  risks in  connection  with the use of futures by the
Fund as hedging  devices.  One risk arises because of the imperfect  correlation
between  movements in the price of the futures and movements in the price of the
instruments which are the subject of the hedge. The price of the future may move
more than or less than the price of the instruments  being hedged.  If the price
of the  futures  moves  less  than the  price of the  instruments  which are the
subject of the hedge, the hedge will not be fully effective but, if the price of
the  instruments  being hedged has moved in an unfavorable  direction,  the Fund
would be in a better  position than if it had not hedged at all. If the price of
the instruments being hedged has moved in a favorable direction,  this advantage
will be partially offset by the loss on the futures. If the price of the futures
moves more than the price of the hedged  instruments,  the Fund will  experience
either a loss or gain on the  futures  which  will not be  completely  offset by
movements in the price of the instruments which are the subject of the hedge. To
compensate  for  the  imperfect   correlation  of  movements  in  the  price  of
instruments  being hedged and movements in the price of futures  contracts,  the
Fund may buy or sell  futures  contracts  in a greater  dollar  amount  than the
dollar amount of instruments  being hedged if the  volatility  over a particular
time  period  of the  prices  of such  instruments  has  been  greater  than the
volatility  over such time period of the futures,  or if otherwise  deemed to be
appropriate by the Adviser.  Conversely,  the Fund may buy or sell fewer futures
contracts if


<PAGE>



the volatility  over a particular  time period of the prices of the  instruments
being  hedged is less than the  volatility  over such time period of the futures
contract being used, or if otherwise deemed to be appropriate by the Adviser. It
is also  possible  that,  when the Fund had sold futures to hedge its  portfolio
against a  decline  in the  market,  the  market  may  advance  and the value of
instruments held in the Fund may decline. If this occurred,  the Fund would lose
money on the futures  and also  experience  a decline in value in its  portfolio
securities.

        Where futures are purchased to hedge against a possible  increase in the
price  of  securities  before  the  Fund is able to  invest  its  cash  (or cash
equivalents) in an orderly  fashion,  it is possible that the market may decline
instead;  if the Fund then concludes not to invest its cash at that time because
of concern as to possible further market decline or for other reasons,  the Fund
will realize a loss on the futures contract that is not offset by a reduction in
the price of the instruments that were to be purchased.

        In instances involving the purchase of futures contracts by the Fund, an
amount of cash and cash  equivalents,  equal to the market  value of the futures
contracts,  will be deposited in a segregated  account with the Custodian and/or
in a margin  account  with a broker to  collateralize  the  position and thereby
insure that the use of such futures is unleveraged.

        In  addition  to  the  possibility   that  there  may  be  an  imperfect
correlation,  or no correlation at all, between movements in the futures and the
instruments being hedged, the price of futures may not correlate  perfectly with
movement  in the cash  market due to certain  market  distortions.  Rather  than
meeting  additional  margin  deposit  requirements,  investors may close futures
contracts  through  off-setting  transactions  which  could  distort  the normal
relationship  between  the cash and futures  markets.  Second,  with  respect to
financial  futures  contracts,  the liquidity of the futures  market  depends on
participants entering into off-setting transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery,  liquidity
in the futures market could be reduced thus producing  distortions.  Third, from
the point of view of speculators, the deposit requirements in the futures market
are less onerous than margin  requirements in the securities market.  Therefore,
increased  participation  by  speculators  in the futures  market may also cause
temporary price  distortions.  Due to the possibility of price distortion in the
futures market, and because of the imperfect  correlation  between the movements
in the cash market and movements in the price of futures,  a correct forecast of
general  market trends or interest  rate  movements by the adviser may still not
result in a successful hedging transaction over a short time frame.

        Positions  in futures  may be closed out only on an exchange or board of
trade which provides a secondary market for such


<PAGE>



futures. Although the Fund intends to purchase or sell futures only on exchanges
or boards of trade where there appear to be active secondary  markets,  there is
no assurance  that a liquid  secondary  market on any exchange or board of trade
will exist for any particular contract or at any particular time. In such event,
it may not be possible to close a futures investment position,  and in the event
of adverse price movements, the Fund would continue to be required to make daily
cash payments of variation margin.  However, in the event futures contracts have
been used to hedge portfolio securities,  such securities will not be sold until
the futures contract can be terminated.  In such  circumstances,  an increase in
the price of the securities,  if any, may partially or completely  offset losses
on the futures contract. However, as described above, there is no guarantee that
the price of the securities  will in fact correlate with the price  movements in
the futures contract and thus provide an offset on a futures contract.

        Further,  it should be noted that the liquidity of a secondary market in
a futures contract may be adversely affected by "daily price fluctuation limits"
established  by commodity  exchanges  which limit the amount of fluctuation in a
futures  contract  price during a single  trading day.  Once the daily limit has
been  reached in the  contract,  no trades may be entered into at a price beyond
the limit,  thus  preventing  the  liquidation  of open futures  positions.  The
trading  of futures  contracts  is also  subject  to the risk of trading  halts,
suspensions,   exchange  or  clearing  house  equipment   failures,   government
intervention,  insolvency  of a  brokerage  firm  or  clearing  house  or  other
disruptions  of normal  activity,  which  could at times  make it  difficult  or
impossible to liquidate existing positions or to recover excess variation margin
payments.

        Successful  use of futures by the Fund is also subject to the  Advisor's
ability to predict  correctly  movements  in the  direction  of the market.  For
example,  if the Fund has hedged  against  the  possibility  of a decline in the
market adversely affecting  securities held by it and securities prices increase
instead, the Fund will lose part or all of the benefit to the increased value of
its securities which it has hedged because it will have offsetting losses in its
futures positions. In addition, in such situations, if the Fund has insufficient
cash,  it  may  have  to  sell  securities  to  meet  daily   variation   margin
requirements.  Such sales of securities may be, but will not  necessarily be, at
increased  prices  which  reflect the rising  market.  The Fund may have to sell
securities at a time when they may be disadvantageous to do so.

IV.  Options on Futures Contracts

        The Fund  may  purchase  and  write  options  on the  futures  contracts
described  above. A futures  option gives the holder,  in return for the premium
paid,  the right to buy (call)  from or sell (put) to the writer of the option a
futures contract at a


<PAGE>


specified price at any time during the period of the option. Upon exercise,  the
writer of, the option is obligated to pay the difference  between the cash value
of the futures  contract and the exercise  price.  Like the buyer or seller of a
futures contract, the holder, or writer, of an option has the right to terminate
its position  prior to the  scheduled  expiration  of the option by selling,  or
purchasing an option of the same series,  at which time the person entering into
the closing  transaction  will realize a gain or loss. The Fund will be required
to deposit  initial  margin and  variation  margin with  respect to put and call
options on futures  contracts  written by it pursuant  to brokers'  requirements
similar to those described above. Net option premiums  received will be included
as initial margin deposits.

        Investments in futures options  involve some of the same  considerations
that are  involved in  connection  with  investments  in future  contracts  (for
example, the existence of a liquid secondary market). In addition,  the purchase
or sale of an option  also  entails  the risk that  changes  in the value of the
underlying  futures  contract will not correspond to changes in the value of the
option purchased.  Depending on the pricing of the option compared to either the
futures  contract  upon which it is based,  or upon the price of the  securities
being  hedged,  an option  may or may not be less risky  than  ownership  of the
futures  contract or such securities.  In general,  the market prices of options
can be expected to be more volatile than the market prices on underlying futures
contract.  Compared to the purchase or sale of futures contracts,  however,  the
purchase of call or put options on futures contracts may frequently involve less
potential  risk to the Fund  because the  maximum  amount at risk is the premium
paid for the options  (plus  transaction  costs).  The writing of an option on a
futures  contract  involves risks similar to those risks relating to the sale of
futures contracts.

V.  Other Matters

        Accounting for futures  contracts  will be in accordance  with generally
accepted accounting principles.

    


<PAGE>




                            PART C. OTHER INFORMATION

 Item 24.         Financial Statements and Exhibits.
                  ---------------------------------

         (a)      Audited   financial   Statements  as  of  June  30,  1995  are
                  incorporated  by  reference  from the  Annual  Report  for the
                  fiscal period ended June 30, 1995 and include the following:

                           Auditor's Report
                           Financial Highlights
                           Schedule of Investments
                           Statement of Assets and Liabilities
                           Statement of Operations
                           Statement of Changes in Net Assets
                           Notes to the Financial Statements

                  Unaudited  Financial  Statements  as of December  31, 1995 are
                  incorporated  by reference from the  Semi-Annual  Report dated
                  December 31, 1995 and include the following:

                           Financial Highlights
                           Schedule of Investments
                           Statement of Assets and Liabilities
                           Statement of Operations
                           Statement of Changes in Net Assets
                           Notes to Financial Statements

                  No financial  statements are  incorporated in Part A or Part B
for The Munder Net Net Fund.

         (b)      Exhibits (the number of each exhibit relates to the
exhibit designation in Form N-1A):

                  (1)      (a)      Articles of Incorporation1


<PAGE>




                           (b)      Articles of Amendment2

                           (c)      Articles Supplementary3

                           (d)      Articles Supplementary4

                           (e)      Articles Supplementary9

                           (f)      Articles Supplementary  with respect to The
                    Munder Value Fund and The Munder Mid-Cap
                                  Growth Fund*
   
                           (g)      Articles Supplementary with respect to The
                   Munder International Bond Fund and the Net
                                 Net Fund*
    

                  (2)               By-Laws1

                  (3)               Not Applicable

                  (4)               Specimen security for The Munder Multi-
                                    Season Growth Fund2

                  (5)      (a)      Form of Investment Advisory Agreement for
                                    The Munder Multi-Season Growth Fund7

                           (b)      Form of Investment Advisory Agreement for
                                    The Munder Money Market Fund7

                           (c)      Form of Investment Advisory Agreement for
                                    The Munder Real Estate Equity Investment 
                                    Fund7

                           (d)      Form of Investment Advisory Agreement for
                                    The Munder Value Fund*

                           (e)      Form of Investment Advisory Agreement for
                                    The Munder Mid-Cap Growth Fund*

                           (f)      Form of Investment Advisory Agreement for
                                    The Munder International Bond Fund*

   
                           (g)      Form of Investment Advisory Agreement for
                                    The Net Net Fund*
    

                  (6)      (a)      Form of Underwriting Agreement7

                           (b)      Notice to Underwriting Agreement with
                                    respect to The Munder Value Fund and The
                                    Munder Mid-Cap Growth Fund*

                           (c)      Notice to Underwriting Agreement with 
                                    respect to The Munder International Bond
                                    Fund




<PAGE>



   
                        (d)      Notice to Underwriting Agreement with respect
                                    to The Net Net Fund* 
    

                  (7)               Not Applicable

                  (8)      (a)      Form of Custodian Contract8

                           (b)      Notice to Custodian Contract  with respect
                                    to The Munder Value Fund and The Munder 
                                    Mid-Cap Growth Fund*

                           (c)      Notice to Custodian Contract with respect to
                                    The Munder International Bond Fund*

                           (d)      Notice to Custodian Contract with respect to
                                    The Net Net Fund*

                           (e)      Form of Subcustodian Agreement*

                           (f)      Notice to Subcustody Agreement with respect
                                    to The Munder Value Fund and The Munder Mid-
                                    Cap Growth Fund*

                           (g)      Notice to Subcustody Agreement with respect
                                    to The Munder International Bond Fund*

   
                           (h)      Notice to Subcustody Agreement with respect
                                    to The Net Net Fund*
    

                  (9)      (a)      Form of Transfer Agency and Service
                                    Agreement


                           (b)      Notice to Transfer Agency and Service
                                    Agreement with respect to The Munder Value
                                    Fund and The Munder Mid-Cap Growth Fund

                           (c)      Notice to Transfer Agency and Service
                                    Agreement with respect to The Munder
                                    International Bond Fund*

                           (d)      Notice to Transfer Agency and Service
                                    Agreement with respect to The Net Net Fund*

                           (e)      Form of Administration Agreement8

                           (f)      Notice to Administration Agreement  with
                                    respect to The Munder Value and The Munder
                                    Mid-Cap Growth Fund*

                           (g)      Notice to Administration Agreement with
                                    respect to The Munder International Bond
                                    Fund*




<PAGE>



   
                           (h)      Notice to Administration Agreement with
                                    respect to The Net Net Fund* 
    

                  (10)     (a)      Opinion and Consent of Counsel with respect
                                    to The Munder Multi-Season Growth Fund2

                           (b)      Opinion and Consent of Counsel with respect
                                    to The Munder Money Market Fund5

                           (c)      Opinion and Consent of Counsel with respect
                                    to The Munder Real Estate Equity Investment
                                    Fund4

                           (d)      Opinion and Consent of Counsel with respect
                                    to The Munder Value Fund and The Munder Mid-
                                    Cap Growth Fund*

                           (e)      Opinion and Consent of Counsel with respect
                                    to The Munder International Bond Fund*

   
                           (f)      Opinion and Consent of Counsel with respect
                                    to The Net Net Fund*
    

                  (11)     (a)      Consent of Dechert Price & Rhoads11

                           (b)      Consent of Ernst & Young LLP11

                           (c)      Consent of Arthur Andersen LLP11

                           (d)      Letter of Arthur Andersen LLP regarding
                                    change in independent auditor required by
                                    Item 304 of Regulation S-K.11

                           (e)      Powers of Attorney10

                  (13)              Initial Capital Agreement2

                  (14)              Not Applicable

                  (15)     (a)      Service Plan for The Munder Multi-Season
                                    Growth Fund Class A Shares7

                           (b)      Service and Distribution Plan for The Munder
                                    Multi-Season Growth Fund Class B Shares7

                           (c)      Service and Distribution Plan for The Munder
                                    Multi-Season Growth Fund Class D Shares7

                           (d)      Service Plan for The Munder Money Market
                                    Fund Class A Shares7

                           (e)      Service and Distribution Plan for The Munder
                                    Money Market Fund Class B Shares7



<PAGE>



                           (f)      Service and Distribution Plan for The Munder
                                    Money Market Fund Class D Shares7
     
                           (g)      Service Plan for The Munder Real Estate
                                    Equity Investment Fund Class A Shares7

                           (h)      Service and Distribution Plan for The Munder
                                    Real Estate Equity Investment Fund Class B
                                    Shares7

                           (i)      Service and Distribution Plan for The Munder
                                    Real Estate Equity Investment Fund Class D
                                    Shares7

                           (j)      Form of Service Plan for The Munder Multi-
                                    Season Growth Fund Investor Shares8

                           (k)      Form of Service Plan for The Munder Value
                                    Fund and The Munder Mid-Cap Growth Fund*

                           (l)      Form of Service Plan for The Munder
                                    International Bond Fund*

                           (m)      Distribution and Service Plan for Class A
                                    Shares for The Munder Value Fund*

                           (n)      Distribution and Service Plan for Class B
                                    Shares for The Munder Value Fund*

                           (o)      Distribution and Service Plan for Class C
                                    Shares for The Munder Value Fund*

                           (p)      Distribution and Service Plan for Class A
                                    Shares of The Munder Mid-Cap Growth Fund*

                           (q)      Distribution and Service Plan for Class B
                                    Shares of The Munder Mid-Cap Growth Fund*

                           (r)      Distribution and Service Plan for Class C
                                    Shares of The Munder Mid-Cap Growth Fund*

                           (s)      Distribution and Service Plan for Class A
                                    Shares of The Munder International Bond
                                    Fund*

                           (t)      Distribution and Service Plan for Class B
                                    Shares of The Munder International Bond
                                    Fund*

                           (u)      Distribution and Service Plan for Class C
                                    Shares of The Munder International Bond
                                    Fund*

   
                           (v)      Form of Distribution and Service Plan for
                                    The Net Net Fund*
    

                  (16)              Schedule for Computation of Performance


<PAGE>



                                    Quotations6

                  (18)              Multi-Class Plan8

- --------------------------------
*        To be filed by Amendment

- --------------------------------
1.       Filed in Registrant's initial Registration Statement on
         November 18, 1992 and incorporated by reference herein.

2.       Filed in Pre-Effective Amendment No. 2 to the Registrant's
         Registration Statement on February 26, 1993 and incorporated
         by reference herein.

3.       Filed in Post-Effective Amendment No. 3 to the Registrant's
         Registration Statement on July 28, 1993 and incorporated by
         reference herein.

4.       Filed in Post-Effective Amendment No. 7 to the Registrant's
         Registration Statement on August 26, 1994 and incorporated
         by reference herein.

5.       Filed in Post-Effective Amendment No. 2 to the Registrant's
         Registration Statement on July 9, 1993 and incorporated by
         reference herein.

6.       Filed in Post-Effective Amendment No. 5 to the Registrant's
         Registration Statement on March 28, 1994 and incorporated by
         reference herein.

7.       Filed in Post-Effective Amendment No. 8 to the Registrant's
         Registration Statement on February 28, 1995 and incorporated
         by reference herein.

8.       Filed in Post-Effective Amendment No. 9 to the Registrant's
         Registration Statement on April 13, 1995 and incorporated by
         reference herein.

9.       Filed in Post-Effective Amendment No. 10 to the Registrant's
         Registration Statement on May 2, 1995 and incorporated by
         reference herein.

10.      Filed in Post-Effective Amendment No. 11 to the Registrant's
         Registration Statement on May 31, 1995 and incorporated by
         reference herein.

11.      Filed in Post-Effective Amendment No. 12 to the Registrant's
         Registration Statement on August 29, 1995 and incorporated
         by reference herein.


Item 25.          Persons Controlled by or Under Common Control with
                  Registrant.


<PAGE>



                  --------------------------------------------------

                  Not Applicable.

 Item 26.         Number of Holders of Securities.
                  -------------------------------

                  As of March 28, 1996, the number of  shareholders of record of
each Class of shares of each  Series of the  Registrant  that was  offered as of
that date was as follows:


                                     Class A  Class B  Class C  Class K  Class Y
                                     -------------------------------------------

The Munder Multi-Season Growth Fund    382      1624       6      145       85
The Munder Money Market Fund            15         9       1        0       73
The Munder Real Estate Equity           13         8       4        1       28
  Investment Fund
The Munder Mid-Cap Growth Fund           4        13       2        2       22
The Munder Value Fund                    2        16       2        3       11



Item 27.          Indemnification.
                  ---------------

                  Reference is made to Article 7.6 in the Registrant's  Articles
of Incorporation, which are incorporated by reference herein.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933, as amended, may be permitted to directors,  officers and
controlling  persons of the Registrant by the Registrant  pursuant to the Fund's
Articles of  Incorporation,  its By-Laws or otherwise,  the  Registrant is aware
that  in  the  opinion  of  the   Securities  and  Exchange   Commission,   such
indemnification is against public policy as expressed in the Act and, therefore,
is  unenforceable.  In the event that a claim for  indemnification  against such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid  by  directors,  officers  or  controlling  persons  of the  Registrant  in
connection  with the  successful  defense  of any act,  suit or  proceeding)  is
asserted by such directors,  officers or controlling  persons in connection with
shares  being  registered,  the  Registrant  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issues.

Item 28.          Business and Other Connections of Investment Adviser.
                  ----------------------------------------------------

                            Munder Capital Management
                            -------------------------



<PAGE>



                                            Position
Name                                        with Adviser
- ----                                        ------------

Old MCM, Inc.                               Partner

Munder Group LLC                            Partner

WAM Holdings, Inc.                          Partner

Woodbridge Capital Management, Inc.         Partner

Lee P. Munder                               President and Chief
Executive Officer

Leonard J. Barr, II                         Senior Vice President and
                                            Director of Research

Ann J. Conrad                               Vice President and
                                            Director of Special
                                            Equity Products

David W. Cornwell                           Vice President and
                                            Director of Real Estate

Terry H. Gardner                            Vice President and Chief
                                            Financial Officer

Elyse G. Essick                             Vice President and
                                            Director of Client
                                            Services

Otto G. Hinzmann                            Vice President and
                                            Director of Equity
                                            Portfolio Management

Ann F. Putallaz                             Vice President and
                                            Director of Fiduciary
                                            Services

John P. Richardson                          Vice President and
                                            Director of Equity
                                            Portfolio Management

James C. Robinson                           Vice President and Chief
                                            Investment Officer/Fixed
                                            Income

Gerald L. Seizert                           Executive Vice President
                                            and Chief Investment
                                            Officer/Equity

Paul D. Tobias                              Executive Vice President
                                            and Chief Operating


<PAGE>



                                            Officer


For further information relating to the Investment Adviser's officers, reference
is made to Form ADV filed under the  Investment  Advisers  Act of 1940 by Munder
Capital Management.

Item 29.          Principal Underwriters.
                  ----------------------

         (a)      Funds Distributor, Inc. ("FDI") serves as Distributor
                  of shares of the Registrant.  FDI also serves as
                  principal underwriter of the following investment
                  companies other than the Registrant:

HT Insight Funds,                       Waterhouse Investors Cash Management
  d/b/a Harris Insight Funds                Mutual Funds
Harris Insight Funds Trust              Skyline Funds
The Munder Funds Trust                  Foreign Fund, Inc.
Panagora Funds                          PanAgora Funds
BJB Investment Funds                    BEA Investment Funds, Inc.

         (b)      The directors and officers of FDI are set forth below.  Unless
                  otherwise  indicated,  their  address is One  Exchange  Place,
                  Boston, Massachusetts 02109.


                         Positions and                    Positions and
                         Offices with                     Offices with
Name                     FDI                              Registrant
- ----                     -------------                    -------------

William J. Nutt          Chairman                         None

Marie E. Connolly        President, Chief                 None
                         Executive Officer

John E. Pelletier        Senior Vice                      None
                         President General Counsel

Richard W. Healey        Senior Vice President            None

Rui M. Moura             First Vice                       None
                         President

Joseph F. Tower, III     Senior Vice                      None
                         President, Treasurer,
                         Chief Financial Officer

Richard W. Ingram        Senior Vice President            None

Frederick C. Dey         Vice President                   None

Hannah Shaw Grove        Vice President                   None

Richard S. Joseph        Vice President                   None


<PAGE>




Donald R. Robertson      Senior Vice President            None

Bernard A. Whalen        Senior Vice President            None

Maureen F. Walsh         Vice President                   None

Jean M. O'Leary          Assistant Secretary              None
                         and Clerk

Eric B. Fischman         Vice President and               None
                         Assistant General
                         Counsel

Dale F. Lampe            Vice President                   None

Joseph A. Vignone        Vice President                   None

Paul M. Prescott         Vice President                   None

Dennis J. Gallant        Vice President                   None

Linda C. Raftery         Vice President                   None

Mary A. Nelson           Assistant Treasurer              None

John J. Pylaum           Assistant Treasurer              None

         (c)      Not Applicable

Item 30.          Location of Accounts and Records.
                  --------------------------------

                  The  account  books  and  other   documents   required  to  be
maintained by Registrant pursuant to Section 31(a) of the Investment Company Act
of 1940 and the Rules  thereunder  will be  maintained  at the offices of Munder
Capital Management at 480 Pierce Street,  Birmingham,  MI 48009, at State Street
Bank and Trust Company,  c/o National  Financial Data Services,  1004 Baltimore,
Kansas City,  Missouri 64105-1807 or at First Data Investor Services Group, Inc.
(f/k/a The  Shareholder  Services  Group,  Inc.),  One Exchange  Place,  Boston,
Massachusetts 02109.

Item 31.          Management Services.
                  -------------------

                  Not Applicable

Item 32.          Undertakings.
                  ------------

         (a)      Not Applicable.

         (b)      Registrant undertakes to call a meeting of Shareholders


<PAGE>



                  for the  purpose of voting  upon the  question of removal of a
                  Director or Directors  when  requested to do so by the holders
                  of at least  10% of the  Registrant's  outstanding  shares  of
                  beneficial  interest  and in  connection  with such meeting to
                  comply with the  shareholders'  communications  provisions  of
                  Section 16(c) of the Investment Company Act of 1940.

         (c)      Registrant  undertakes  to  furnish  to each  person to whom a
                  prospectus  is  delivered  a copy of the  Registrant's  latest
                  annual report to shareholders upon request and without charge.

   
         (d)      Registrant undertakes to file a Post-Effective
                  Amendment relating to The Net Net Fund, using
                  reasonably current financial statements which need not
                  be certified, within four to six moths from the date
                  the Fund commences investment operations.\
    



                                   SIGNATURES

   
    Pursuant to the requirements of the Securities Act of 1933, as amended,  and
the Investment Company Act of 1940, as amended,  Registrant has duly caused this
Post-Effective  Amendment No. 15 to the  Registration  Statement to be signed on
its behalf by the  undersigned  thereunto duly authorized in the City of Boston,
and Commonwealth of Massachusetts on this 31st day of May, 1996.

         The Munder Funds, Inc.

  By: *_______________________
           Lee P. Munder


* By:  /s/ Lisa Anne Rosen
          ------------------------
           Lisa Anne Rosen
           as Attorney-in-Fact


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective  Amendment No. 15 to the Registration Statement on Form N-1A
has been signed below by the  following  persons on behalf of The Munder  Funds,
Inc. in the capacities and on the date indicated:

  Signatures                   Title                             Date





<PAGE>


*_______________________       President and Chief               May 31, 1996
 Lee P. Munder                 Executive Officer


*_______________________       Director                          May 31, 1996
 Charles W. Elliott


*_______________________       Director                          May 31, 1996
 Joseph E. Champagne


*_______________________       Director                          May 31, 1996
 Arthur DeRoy Rodecker


*_______________________       Director                          May 31, 1996
 Jack L. Otto


*_______________________       Director                          May 31, 1996
 Thomas B. Bender


*_______________________       Director                          May 31, 1996
 Thomas D. Eckert


*_______________________       Director                          May 31, 1996
 John Rakolta, Jr.


*_______________________       Director                          May 31, 1996
 David J. Brophy


*_______________________       Vice President,                   May 31, 1996
 Terry H. Gardner              Treasurer and
                               Chief Financial
                                     Officer


* By:  /s/ Lisa Anne Rosen
          ------------------------
           Lisa Anne Rosen
           as Attorney-in-Fact

    

62796.66


<PAGE>





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