As filed with the Securities and Exchange Commission
on February 18, 1997
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. 23
[ X ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[ X ]
Amendment No. 25
[ 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
Julie A. Tedesco, Esq.
First Data Investor Services Group, Inc.
One Exchange Place, 8th Floor
Boston, Massachusetts 02109
Copies to:
Lisa Anne Rosen, Esq. Paul F. Roye, Esq.
Munder Capital Management Dechert Price & Rhoads
480 Pierce Street 1500 K Street, NW
Birmingham, Michigan 48009 Washington, DC 20005
[X] It is proposed that this filing will become effective
February 18, 1997 pursuant to paragraph (b) 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 year
ended June 30, 1996 on August 29, 1996.
THE MUNDER FUNDS, INC.
CROSS-REFERENCE SHEET
Pursuant to Rule 495(a)
Prospectus for The Munder Funds, Inc.
(The NetNet Fund)
Part A
- ------
Item Heading
---- -------
1. Cover Page Cover Page
2. Synopsis Prospectus
Summary; Expense Table
3. Condensed Financial Information
Financial Highlights
4. General Description of Registrant Cover
Page; Prospectus Summary; The Fund; Investment Objective and
Policies; Portfolio Instruments and Practices and Associated Risk
Factors; 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 How to
Purchase
Offered
Shares; Net Asset Value
8. Redemption or Repurchase How to
Redeem Shares
9. Pending Legal Proceedings Not
Applicable
Part B
- ------
10. Cover Page Cover Page
11. Table of Contents Table of
Contents
12. General Information and History
See Prospectus --"The Fund" and "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 and Other
Service Arrangements; See Prospectus --"Management"
17. Brokerage Allocation and Other
Portfolio Transactions
Practices
18. Capital Stock and Other Securities See
Prospectus --"Description of Shares" and "Management;" Additional
Information Concerning Shares
19. Purchase, Redemption and Pricing
Purchase and Redemption
of Securities Being Offered
Information; Net Asset Value; Additional Information
Concerning Shares
20. Tax Status Taxes
21. Underwriters
Investment Advisory and
Other
Service Agreements
22. Calculation of Performance Data
Performance Information
23. Financial Statements
Financial Statements
THE MUNDER FUNDS, INC.
The purpose of this filing is to comply with an undertaking
pursuant to Item 32(d) of Form N-1A to file a post-effective
amendment containing unaudited financial statements within four to
six months from the effective date of the Registration Statement
with respect to the NetNet Fund. The Prospectus dated August 17,
1996 and the Statement of Additional Information also dated August
17, 1996, are incorporated into Part A and Part B, respectively,
by reference to Post-Effective Amendment No. 17 to the
Registration Statement filed under paragraph (b) of Rule 485 under
the Securities Act of 1933, as amended, on August 9, 1996.
The Prospectuses and Statements of Additional Information for the
Multi-Season Growth Fund, Real Estate Equity Investment Fund, Mid-
Cap Growth Fund, Value Fund, Money Market Fund, International Bond
Fund, Small-Cap Value Fund, Equity Selection Fund, and Micro-Cap
Equity Fund (the "Munder Funds"), the Short Term Treasury Fund
("Short Term Fund") and the All-Season Aggressive Fund, All-Season
Moderate Fund and All-Season Conservative Fund (the "Asset
Allocation Funds") are not included in this filing.
NetNet Fund
Supplement Dated February 18, 1997
to Prospectus Dated August 17, 1996
FINANCIAL HIGHLIGHTS
The following table of "Financial Highlights" relating to
the NetNet Fund (the "Fund") supplements information contained in
the Prospectus dated August 17, 1996 and is derived from the
Fund's unaudited Financial Statements dated December 31, 1996.
Period
Ended
12/31/96(a)
(Unaudited)
Net asset value, beginning of period $ 10.00
Income from investment operations:
Net investment loss (0.01)
Net realized and unrealized gain on investments 2.97
Total from investment operations 2.96
Less distributions:
Distributions from net realized gains (0.32)
Total distributions (0.32)
Net asset value, end of period $ 12.64
Total return(b) 29.61%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's) $1,320
Ratio of operating expenses to average net assets
1.50% (c)
Ratio of net investment loss to average net assets
(0.44%) (c)
Portfolio turnover rate 71%
Ratio of operating expenses to average net assets without
expenses reimbursed 2.24% (c)
Net investment loss per share without expenses reimbursed
($0.04)
Average commission rate (d) $0.0600
- ---------------------------------
(a) The NetNet Fund commenced operations on August 19, 1996.
(b) Total return represents aggregate total return for the
period.
(c) Annualized.
(d) Average commission rate paid per share of securities
purchased and sold by the Fund.
NETNET FUND
PORTFOLIO OF INVESTMENTS, DECEMBER 31, 1996 (UNAUDITED)
==================================================================
==============
SHARES
VALUE
- ------------------------------------------------------------------
- --------------
COMMON STOCKS - 79.3%
ADVERTISING - 2.7%
1,300 CKS Group, Inc. + $
36,238
- ----------
COMMERCIAL SERVICES - 1.7%
950 CUC International, Inc. +
22,562
- ----------
COMPUTER EQUIPMENT - 4.3%
600 Dell Computer Corporation +
31,875
800 Security Dynamics Technologies, Inc. +
25,200
- ----------
57,075
- ----------
COMPUTER SERVICES - 15.6%
1,500 Checkfree Corporation +
25,687
2,000 Forrester Research, Inc. +
51,500
800 Gartner Group, Inc. +
31,150
600 Oracle Corporation +
25,050
2,500 XLConnect Solutions Inc. +
71,875
- ----------
205,262
- ----------
COMPUTER SOFTWARE - 16.0%
600 Adobe Systems, Inc.
22,425
1,600 AXENT Technologies, Inc. +
24,000
1,400 Check Point Software Technologies Ltd. +
30,450
600 McAfee Associates, Inc. +
26,400
600 Microsoft Corporation +
49,575
800 Transaction Systems Architects, Inc. +
26,600
3,000 Trusted Information Systems, Inc. +
32,250
- ----------
211,700
- ----------
FINANCIAL SERVICES - 1.9%
800 Charles Schwab Corporation
25,600
- ----------
INTERNET CONTENT - 4.0%
1,800 C/NET, Inc. +
52,200
- ----------
INTERNET SOFTWARE - 5.4%
200 Netscape Communications Corporation +
11,375
2,000 OneWave, Inc. +
15,625
1,500 Open Market, Inc. +
20,250
700 Shiva Corporation +
24,412
- ----------
71,662
- ----------
NETWORK SOFTWARE - 7.3%
1,200 Applix, Inc. +
26,250
2,000 CyberMedia, Inc. +
31,500
300 INSO Corporation +
11,925
1,100 Objective Systems Integrators, Inc. +
26,262
- ----------
95,937
- ----------
See Notes to Financial Statements.
1
NETNET FUND
PORTFOLIO OF INVESTMENTS, DECEMBER 31, 1996 (UNAUDITED)
(Continued)
==================================================================
==============
SHARES
VALUE
- ------------------------------------------------------------------
- --------------
COMMON STOCKS (Continued)
NETWORKING PRODUCTS - 9.7%
1,200 BBN Corporation + $
27,000
500 CISCO Systems, Inc. +
31,812
1,600 Information Resources Engineering, Inc. +
14,400
1,800 International Network Services +
54,338
- ----------
127,550
- ----------
TELECOMMUNICATIONS EQUIPMENT - 8.3%
500 Adtran, Inc. +
20,750
500 Ascend Communications, Inc. +
31,063
500 Cascade Communications Corporation +
27,563
1,000 PairGain Technologies, Inc. +
30,438
- ----------
109,814
- ----------
TELEPHONE - LONG DISTANCE - 2.4%
1,200 WorldCom, Inc. +
31,275
- ----------
TOTAL COMMON STOCKS
(Cost $973,558)
1,046,875
- ----------
PRINCIPAL
AMOUNT
- --------------
REPURCHASE AGREEMENT - 19.5%
(Cost $257,000)
$257,000 Agreement with Morgan (J.P.) & Company,
5.750% dated 12/31/1996 to be repurchased
at $257,082 on 01/02/1997, collateralized
by $208,000 U.S. Treasury Bond, 8.750%
due 08/15/2020 (value $269,837)
257,000
- ----------
TOTAL INVESTMENTS (Cost $1,230,558*) 98.8%
1,303,875
OTHER ASSETS AND LIABILITIES (Net) 1.2
16,420
-----
- ----------
NET ASSETS 100.0%
1,320,295
=====
==========
- ---------
*Aggregate cost for Federal tax purposes.
+Non-income producing security
See Notes to Financial Statements.
2
NETNET FUND
STATEMENT OF ASSETS AND LIABILITIES, PERIOD ENDED DECEMBER 31,
1996 (UNAUDITED)
==================================================================
==============
<TABLE>
<CAPTION>
<S>
<C>
ASSETS:
Investments, at value (Cost $1,230,558)
See accompanying schedule:
Securities.................................................
$ 1,046,875
Repurchase Agreement.......................................
257,000
- -------------
Total investments................................................
1,303,875
Cash.............................................................
860
Receivable for Fund shares sold..................................
215
Interest receivable..............................................
82
Prepaid expenses ................................................
18,668
- -------------
Total Assets.................................
1,323,700
- -------------
LIABILITIES:
Legal and audit fees payable.....................................
1,793
Custodian fees payable ..........................................
939
Distribution and shareholder servicing fees payable .............
268
Investment advisory fee payable .................................
207
Administration fee payable ......................................
121
Transfer agent fee payable ......................................
39
Accrued Directors' fees and expenses ............................
5
Accrued expenses and other payables..............................
33
- -------------
Total Liabilities ..........................
3,405
- -------------
NET ASSETS.......................................................
$ 1,320,295
=============
NET ASSETS consist of:
Net investment loss..............................................
$ (1,461)
Accumulated net realized gain on investments sold................
59,329
Net unrealized appreciation of investments.......................
73,317
Par value........................................................
1,044
Paid-in capital in excess of par value ..........................
1,188,066
- -------------
$ 1,320,295
=============
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
($1,320,295 o 104,428 shares of common stock outstanding)...
$ 12.64
=============
</TABLE>
See Notes to Financial Statements.
3
NETNET FUND
STATEMENT OF OPERATIONS, PERIOD ENDED DECEMBER 31, 1996(A)
(UNAUDITED)
==================================================================
==============
<TABLE>
<CAPTION>
<S>
<C>
INVESTMENT INCOME:
Interest.........................................................
$ 3,461
Dividends........................................................
65
- -------------
Total investment income.................
3,526
- -------------
EXPENSES:
Investment advisory fee .........................................
3,325
Custodian fees ..................................................
1,486
Distribution and shareholder servicing fees .....................
831
Administration fee ..............................................
377
Transfer agent fee ..............................................
62
Directors' fees and expenses ....................................
8
Other............................................................
1,343
- -------------
Total Expenses ...........................
7,432
Expenses reimbursed by investment advisor........................
(2,445)
- -------------
Net Expenses..............................
4,987
- -------------
NET INVESTMENT LOSS..............................................
(1,461)
- -------------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain from security transactions.....................
89,712
Net change in unrealized appreciation of securities..............
73,317
- -------------
Net realized and unrealized gain on investments..................
163,029
- -------------
NET INCREASE IN NET
ASSETS RESULTING FROM OPERATIONS ............................
$ 161,568
=============
(a) NetNet Fund commenced operations on August 19, 1996.
</TABLE>
See Notes to Financial Statements.
4
NetNet Fund
Statement of Change in Net Assets
==================================================================
==============
<TABLE>
<CAPTION>
PERIOD
ENDED
12/31/96(A)
(UNAUDITED)
- ------------
<S>
<C>
Net investment loss..............................................
$ (1,461)
Net realized gain on investments sold............................
89,712
Net change in unrealized appreciation of investments.............
73,317
- -------------
Net increase in net assets resulting from operations.............
161,568
Distributions to shareholders from net realized gains............
(30,383)
Net increase in net assets from Fund share transactions..........
1,189,110
- -------------
Net increase in net assets.......................................
1,320,295
NET ASSETS:
Beginning of period..............................................
- -
- -------------
End of period (including net investment loss of $1,461)..........
$ 1,320,295
=============
- -----------------
(a) NetNet Fund commenced operations on August 19, 1996.
</TABLE>
See Notes to Financial Statements.
5
NETNET FUND
FINANCIAL HIGHLIGHTS, FOR A SHARE OUTSTANDING THROUGHOUT THE
PERIOD
==================================================================
==============
PERIOD
ENDED
12/31/96(A)
(UNAUDITED)
- -----------
Net asset value, beginning of period........................ $
10.00
-
- ---------
INCOME FROM INVESTMENT OPERATIONS:
Net investment loss.........................................
(0.01)
Net realized and unrealized gain on investments.............
2.97
-
- ---------
Total from investment operations............................
2.96
-
- ---------
LESS DISTRIBUTIONS:
Distributions from net realized gains....................
(0.32)
-
- ---------
Total distributions.........................................
(0.32)
-
- ---------
Net asset value, end of period.............................. $
12.64
===========
TOTAL RETURN (B)............................................
29.61%
===========
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's)........................
$1,320
Ratio of operating expenses to average net assets...........
1.50%(c)
Ratio of net investment loss to average net assets..........
(0.44%)(c)
Portfolio turnover rate.....................................
71%
Ratio of operating expenses to average net assets
without expenses reimbursed .............................
2.24%(c)
Net investment loss per share without expenses reimbursed ...
($0.04)
Average commission rate (d).................................
$0.0600
- ---------------------------------------------------------------
(a) NetNet Fund commenced operations on August 19, 1996.
(b) Total return represents aggregate total return for the
period.
(c) Annualized.
(d) Average commission rate paid per share of securities
purchased and sold by
the Fund.
See Notes to Financial Statements.
6
THE NETNET FUND
NOTES TO FINANCIAL STATEMENTS, DECEMBER 31, 1996 (UNAUDITED)
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Munder Funds, Inc. ("MFI") is registered under the
Investment Company
Act of 1940, as amended, (the "1940 Act"), as an open-end
investment company,
which was organized as a Maryland corporation on November 18,
1992. MFI consists
of 9 portfolios currently in operation. Information presented in
this financial
statement pertains to the NetNet Fund (the "Fund") which commenced
operations on
August 19, 1996. The financial statements for the other
remaining funds of MFI
are presented under separate covers.
The preparation of financial statements in accordance
with generally
accepted accounting principles requires management to make
estimates and
assumptions that affect the reported amounts of assets and
liabilities at the
date of the financial statements and the reported amounts of
increases and
decreases in net assets from operations during the reporting
period. Actual
results could differ from those estimates. The following
is a summary of
significant accounting policies followed by the Fund in the
preparation of its
financial statements:
Security Valuation: Portfolio securities (including
financial futures, if
any) traded on a recognized stock exchange or on the NASDAQ
National Market
System ("NASDAQ") are valued at the last sale price on the
securities exchange
on which such securities are primarily traded or at the last
sale price on the
national securities market as of the close of business on
the date of the
valuation. Securities traded on a national securities exchange or
on NASDAQ for
which there were no sales on the date of valuation and
securities traded on
over-the-counter markets, including listed securities for
which the primary
market is believed to be over-the-counter, are valued at the
mean between the
most recently quoted bid and asked prices. Restricted securities
and securities and
assets for which market quotations are not readily available are
valued
at fair value by the advisor, under the supervision of the Board
of Directors.
Debt securities with remaining maturities of 60 days or less at
the time of
purchase are valued on an amortized cost basis unless the Board
of Directors determines that such valuation does not constitute
fair value at
that time. Under this method, such securities are valued
initially at cost on
the date of purchase (or on the 61st day before maturity).
Repurchase Agreements: The Fund may engage in
repurchase agreement
transactions. Under the terms of a typical repurchase agreement,
the Fund takes
possession of an underlying debt obligation subject to an
obligation of the
seller to repurchase, and the Fund to resell, the obligation at
an agreed-upon
price and time, thereby determining the yield during the Fund's
holding period.
This arrangement results in a fixed rate of return that is not
subject to market
fluctuations during the Fund's holding period. The value of the
collateral is at
least equal, at all times, to the total amount of the repurchase
obligations,
including interest. In the event of counterparty default, the Fund
has the right
to use the collateral to satisfy the terms of the repurchase
agreement. However,
there could be potential loss to the Fund in the event the Fund
is delayed or
prevented from exercising its right to dispose of the
collateral securities,
including the risk of a possible decline in the value of
the collateral
securities during the period while the Fund seeks to assert its
rights. The
Fund's investment advisor, acting under the supervision of
the Board of
Directors, reviews the value of the collateral and the
creditworthiness of those
banks and dealers with which a Fund enters into repurchase
agreements to
evaluate potential risks.
Security Transactions and Investment Income: Security
transactions are
recorded on the trade date. The cost of investments sold is
determined by use of
the specific identification method for both financial reporting
and income tax
purposes. Interest income is recorded on the accrual basis.
Dividends are
recorded on the ex-dividend date.
Dividends and Distributions to Shareholders:
Dividends from net
investment income, if any, are declared and paid at least
annually. The Fund's
net realized capital gains (including net short-term capital
gains), if any, are
declared and distributed at least annually. Distributions to
shareholders are
recorded on the ex-dividend date.
-7-
THE NETNET FUND
NOTES TO FINANCIAL STATEMENTS, DECEMBER 31, 1996 (UNAUDITED)
(Continued)
Income dividends and capital gain distributions are
determined in
accordance with income tax regulations which may differ from
generally accepted
accounting principles. These differences are primarily due
to differing
treatments of income and gains on various investment securities
held by a Fund,
timing differences and differing characterization of
distributions made by a
Fund as a whole.
Federal Income Taxes: The Fund intends to continue to
qualify as a
regulated investment company by complying with the requirements
of the Internal
Revenue Code of 1986, as amended, applicable to regulated
investment companies
and to distribute substantially all of its earnings to its
shareholders.
Therefore, no Federal income or excise tax provision is required.
2. INVESTMENT ADVISOR, ADMINISTRATOR, CUSTODIAN, TRANSFER
AGENT AND OTHER
RELATED PARTY TRANSACTIONS
Munder Capital Management (the "Advisor"), an
independent investment
management firm, serves as the Fund's advisor. For its advisory
services, the
Advisor is entitled to receive a fee, computed daily and payable
monthly at an
annual rate of 1.00% of the value of its average daily net assets.
The Advisor has reimbursed certain expenses, payable by the
Fund, for the
period ended December 31, 1996, as reflected in the Statement of
Operations in
order to maintain the expense ratio as stated in the Fund's
prospectus.
First Data Investor Services Group, Inc. ("First
Data") (the
"Administrator"), serves as the Fund's administrator and assists
in all aspects
of its administration and operations. First Data also serves
as the Fund's
transfer agent and dividend disbursing agent ("Transfer Agent").
As compensation for its services, the Administrator and the
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, and for which First Data provides services, computed
daily and payable
monthly, at the annual rates of: 0.12% of the first $2.8 billion
of net assets,
plus 0.105% of the next $2.2 billion of net assets, plus 0.10% of
all net assets
in excess of $5 billion with respect to the Administrator and
0.02% of the first
$2.8 billion of net assets, plus 0.015% of the next $2.2 billion
of net assets,
and 0.01% 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
Transfer Agent
and Administrator are also entitled to reimbursement for out-of-
pocket expenses.
The Administrator has entered into a Sub-Administration
Agreement with Funds
Distributor, Inc. ("FDI" or the "Distributor") under which FDI
provides certain
administrative services with respect to the Fund. The
Administrator pays FDI a
fee for these services out of its own resources at no
additional cost to the
Fund.
Comerica Bank ("Comerica") provides custodial services
to the Fund. As
compensation for its services, Comerica is entitled to receive
fees, based on
the aggregate average daily net assets of the Fund and certain
other investment
portfolios advised by the Advisor for which Comerica 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,
and 0.01% of net assets in excess of $600 million. Comerica
also receives
certain transaction based fees. Comerica earned $1,486 for its
services to the
Fund for the period ended December 31, 1996.
From MFI and other investment companies that are advised by
the Advisor of
which they are a director or trustee, each Director of MFI is
paid an aggregate
fee of $14,000 per year, consisting of a $2,500 quarterly
retainer for services
in such capacity plus $1,000 for each meeting attended
per year, plus
out-of-pocket expenses incurred as a Board member. The
Directors are also
reimbursed for any expenses incurred by them in connection with
their duties as
8
THE NETNET FUND
NOTES TO FINANCIAL STATEMENTS, DECEMBER 31, 1996 (UNAUDITED)
(Continued)
Directors. No officer, director or employee of the Advisor,
Comerica, FDI or
First Data currently receives any compensation from MFI.
3. DISTRIBUTION AND SERVICE PLAN
The Fund has adopted a Distribution and Service Plan (the
"Plan") pursuant
to Rule 12b-1, adopted under the 1940 Act. The Plan permits
payments to be made
by the Fund to the Distributor for expenditures incurred by the
Distributor in
connection with the distribution of Fund shares to investors
and provision of
certain shareholder services (which include but are not limited
to the payment
of compensation, including compensation to Service
Organizations to obtain
various distribution related services for the Fund). 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.
4. SECURITIES TRANSACTIONS
Cost of purchases and proceeds from sales of
securities other than
short-term investments and U.S. Government securities were
$1,334,351 and
$450,505 for the period ended December 31, 1996.
At December 31, 1996, aggregate gross unrealized
appreciation for all
securities for which there was an excess of value over tax cost
was $140,171 and
aggregate gross unrealized depreciation for all securities for
which there was
an excess of tax cost over value was $66,854.
5. COMMON STOCK
At December 31, 1996, fifty million (50,000,000) shares of
$.01 par value
common stock were authorized for the Fund.
Changes in common stock for the Fund were as follows:
PERIOD ENDED
12/31/96
------------------
- ---
Shares
Amount
------
- ------
Sold................................ 102,015
$1,159,141
Issued as reinvestment.............. 2,413
29,969
- ------------------------------------ ------------------ -------
- ----------
Net increase........................ 104,428
$1,189,110
=======
==========
6. INDUSTRY CONCENTRATION
The Fund primarily invests in equity securities of
foreign and domestic
companies engaged in Internet and Intranet related businesses. The
value of Fund
shares will be especially susceptible to factors affecting
companies engaged in
Internet and Intranet related activities. 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.
9
THE NETNET FUND
NOTES TO FINANCIAL STATEMENTS, DECEMBER 31, 1996 (UNAUDITED)
(Continued)
7. ORGANIZATIONAL COSTS
Expenses incurred in connection with the organization
of the Fund,
including the fees and expenses of registering and qualifying
its shares for
distribution under Federal securities regulations, will be
amortized on a
straight-line basis over a period of 5 years from commencement of
operations and
are included under Prepaid expenses on the Statement of Assets and
Liabilities.
10
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
---------------------------------
(a) Financial Statements:
Included in Part A:
Unaudited Financial Highlights for the NetNet Fund for the period
from commencement of operations to December 31, 1996 are filed
herein.
Included in Part B:
The following unaudited Financial Statements for the NetNet Fund
for the period from commencement of operations to December 31,
1996 are filed herein.
Portfolio of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Change in Net Assets
Financial Highlights for a Share Outstanding
Throughout the Period
Notes to Financial Statements
(b) Exhibits (the number of each exhibit relates to the exhibit
designation in Form N-1A):
(1) (a) Articles of Incorporation10
(b) Articles of Amendment10
(c) Articles Supplementary10
(d) Articles Supplementary for The Munder Small-Cap Value Fund,
The Munder Equity Selection Fund, The Munder Micro-Cap Equity
Fund, and the NetNet Fund.11
(e) Articles Supplementary for The Munder Short Term
Treasury Fund12
(f) Articles Supplementary for The Munder All-Season
Conservative Fund, The Munder All-Season Moderate Fund and The
Munder All-Season Aggressive Fund is filed herein.
(2) By-Laws1
(3) Not Applicable
(4) Not Applicable
(5) (a) Form of Investment Advisory Agreement for The
Munder Multi-Season Growth Fund5
(b) Form of Investment Advisory Agreement for The
Munder Money Market Fund5
(c) Form of Investment Advisory Agreement for The
Munder Real Estate Equity Investment Fund5
(d) Investment Advisory Agreement for The Munder
Value Fund8
(e) Investment Advisory Agreement for The Munder
Mid-Cap Growth Fund8
(f) Form of Investment Advisory Agreement for The
Munder International Bond Fund10
(g) Form of Investment Advisory Agreement for the
NetNet Fund9
(h) Form of Investment Advisory Agreement for The
Munder Small-Cap Value Fund10
(i) Form of Investment Advisory Agreement for The
Munder Micro-Cap Equity Fund10
(j) Form of Investment Advisory Agreement for The
Munder Equity Selection Fund10
(k) Form of Investment Advisory Agreement for The
Munder Short Term Treasury Fund12
(l) Form of Investment Advisory Agreement for The
Munder All-Season Conservative Fund, The Munder All-Season
Moderate Fund and The Munder All-Season Aggressive Fund is filed
herein.
(6) (a) Underwriting Agreement8
(b) Notice to Underwriting Agreement with respect to The Munder
Value Fund and The Munder Mid-Cap Growth Fund8
(c) Notice to Underwriting Agreement with respect to The Munder
International Bond Fund8
(d) Notice to Underwriting Agreement with respect to The Munder
Small-Cap Value Fund, The Munder Equity Selection Fund, The Munder
Micro-Cap Equity Fund, and the NetNet Fund10
(e) Form of Notice to Underwriting Agreement with respect
to the Munder Short Term Treasury Fund12
(f) Form of Distribution Agreement with respect to The Munder
All-Season Conservative Fund, The Munder All-Season Moderate Fund
and The Munder All-Season Aggressive Fund is filed herein.
(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 Fund8
(c) Notice to Custodian Contract with respect to the Munder
International Bond Fund8
(d) Notice to Custodian Contract with respect to The Munder
Small-Cap Value Fund, The Munder Equity Selection Fund, The Munder
Micro-Cap Equity Fund and the NetNet Fund10
(e) Form of Notice to the Custodian Contract with respect
to The Munder Short Term Treasury Fund12
(f) Form of Sub-Custodian Agreement is filed herein.
(g) Form of Notice to the Custody Agreement with respect
to The Munder All-Season Conservative Fund, The Munder All-Season
Moderate Fund and The Munder All-Season Aggressive Fund is filed
herein.
(9) (a) Transfer Agency and Service Agreement8
(b) Notice to Transfer Agency and Service Agreement with
respect to the Munder Value Fund and the Munder Mid-Cap Growth
Fund8
(c) Notice to Transfer Agency and Service Agreement with respect
to the Munder International Bond Fund8
(d) Notice to Transfer Agency and Service Agreement with respect
to The Munder Small-Cap Value Fund, The Munder Equity Selection
Fund, The Munder Micro-Cap Equity Fund and the NetNet Fund10
(e) Form of Notice to Transfer Agency and Service
Agreement with respect to The Munder Short Term Treasury Fund12
(f) Form of Amendment to the Transfer Agency and Registrar
Agreement with respect to The Munder All-Season Conservative Fund,
The Munder All-Season Moderate Fund and The Munder All-Season
Aggressive Fund is filed herein.
(g) Administration Agreement8
(h) Notice to Administration Agreement with respect to The
Munder Value and The Munder Mid-Cap Growth Fund8
(i) Notice to Administration Agreement with respect to The
Munder International Bond Fund8
(j) Notice to Administration Agreement with respect to The
Munder Small-Cap Value Fund, The Munder Equity Selection Fund, The
Munder Micro-Cap Equity Fund and the NetNet Fund10
(k) Form of Notice to Administration Agreement with
respect to The Munder Short Term Treasury Fund12
(l) Form of Amendment to the Administration Agreement with
respect to The Munder All-Season Conservative Fund, The Munder
All-Season Moderate Fund and The Munder All-Season Aggressive Fund
is filed herein.
(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 Fund4
(c) Opinion and Consent of Counsel with respect to The Munder
Real Estate Equity Investment Fund3
(d) Opinion and Consent of Counsel with respect to the Munder
Value Fund and The Munder Mid-Cap Growth Fund8
(e) Opinion and Consent of Counsel with respect to the Munder
International Bond Fund8
(f) Opinion and Consent of Counsel with respect to the NetNet
Fund9
(g) Opinion and Consent of Counsel with respect to the Munder
Small-Cap Value Fund, the Munder Equity Selection Fund, and the
Munder Micro-Cap Equity Fund.11
(h) Opinion and Consent of Counsel with respect to Munder
Short Term Treasury Fund12
(i) Opinion and Consent of Counsel with respect to The
Munder All-Season Conservative Fund, The Munder All-Season
Moderate Fund and The Munder All-Season Aggressive Fund.*
(11) (a) Consent of Dechert Price & Rhoads (included with
Exhibit 10 a-h).
(b) Consent of Ernst & Young LLP11
(c) Consent of Arthur Andersen LLP7
(d) Letter of Arthur Andersen LLP regarding change in
independent auditor required by Item 304 of Regulation S-K.7
(e) Powers of Attorney are filed herein.
(12) Not Applicable
(13) Initial Capital Agreement2
(14) Not Applicable
(15) (a) Service Plan for The Munder Multi-Season Growth
Fund Class A Shares5
(b) Service and Distribution Plan for The Munder Multi-Season
Growth Fund Class B Shares5
(c) Service and Distribution Plan for The Munder Multi-Season
Growth Fund Class D Shares5
(d) Service Plan for The Munder Money Market Fund Class A
Shares5
(e) Service and Distribution Plan for The Munder Money Market
Fund Class B Shares5
(f) Service and Distribution Plan for The Munder Money Market
Fund Class D Shares5
(g) Service Plan for The Munder Real Estate Equity Investment
Fund Class A Shares5
(h) Service and Distribution Plan for The Munder Real Estate
Equity Investment Fund Class B Shares5
(i) Service and Distribution Plan for The Munder Real Estate
Equity Investment Fund Class D Shares5
(j) Form of Service Plan for The Munder Multi-Season Growth Fund
Investor Shares6
(k) Form of Service Plan for Class K Shares of The Munder Funds,
Inc.10
(l) Form of Service Plan for Class A Shares of The Munder Funds,
Inc.10
(m) Form of Distribution and Service Plan for Class B Shares for
The Munder Funds, Inc.10
(n) Form of Distribution and Service Plan for Class C Shares for
The Munder Funds, Inc.10
(o) Form of Distribution and Service Plan for the NetNet Fund9
(16) Schedule for Computation of Performance
Quotations12
(17) Financial Data Schedule relating to the NetNet
Fund is filed herein.
(18) Form of Amended and Restated Multi-Class Plan is filed
herein.
* 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. 7 to the
Registrant's Registration Statement on August 26, 1994 and
incorporated by reference herein.
4. Filed in Post-Effective Amendment No. 2 to the
Registrant's Registration Statement on July 9, 1993 and
incorporated by reference herein.
5. Filed in Post-Effective Amendment No. 8 to the
Registrant's Registration Statement on February 28, 1995 and
incorporated by reference herein.
6. Filed in Post-Effective Amendment No. 9 to the
Registrant's Registration Statement on April 13, 1995 and
incorporated by reference herein.
7. Filed in Post-Effective Amendment No. 12 to the
Registrant's Registration Statement on August 29, 1995 and
incorporated by reference herein.
8. Filed in Post-Effective Amendment No. 16 to the
Registrant's Registration Statement on June 25, 1996 and
incorporated by reference herein.
9. Filed in Post-Effective Amendment No. 17 to the
Registrant's Registration Statement on August 9, 1996 and
incorporated by reference herein.
10. Filed in Post-Effective Amendment No. 18 to the
Registrant's Registration Statement on August 14, 1996 and
incorporated by reference herein.
11. Filed in Post-Effective Amendment No. 20 to the
Registrant's Registration Statement on October 28, 1996 and
incorporated by reference herein.
12. Filed in Post-Effective Amendment No. 21 to the
Registrant's Registration Statement on December 13, 1996 and
incorporated by reference herein.
Item 25. Persons Controlled by or Under Common Control with
Registrant.
--------------------------------------------------
Not Applicable.
Item 26. Number of Holders of Securities.
-------------------------------
As of February 5, 1997, 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
-----------------------------------
- ---------------------------------------
Munder Multi-Season Growth Fund 452 1,639 30 143
132
Munder Money Market Fund 8 12 5 N/A
73
Munder Real Estate Equity 30 14 16 2
40
Investment Fund
Munder Mid-Cap Growth Fund 14 18 3 1
26
Munder Value Fund 20 20 4 2
51
Munder International Bond Fund 3 1
1 1 5
Munder Small-Cap Value Fund 2 1
3 2 42
Munder Micro-Cap Equity Fund 9 1 1
2 34
Munder Equity Selection Fund 1 1
1 1 1
Munder Short Term Treasury Fund 1 1
1 1 6
NetNet Fund - as of February 5, 1997, the NetNet Fund had 93 accounts
open.
Item 27. Indemnification.
---------------
Article VII, Section 7.6 of the Registrant's Articles
of Incorporation ("Section 7.6") provides that the Registrant,
including its successors and assigns, shall indemnify its
directors and officers and make advance payment of related
expenses to the fullest extent permitted, and in accordance with
the procedures required, by the General Laws of the State of
Maryland and the Investment Company Act of 1940. Such
indemnification shall be in addition to any other right or claim
to which any director, officer, employee or agent may otherwise be
entitled. In addition, Article VI of the Registrant's By-laws
provides that the Registrant shall indemnify its employees and/or
agents in any manner as shall be authorized by the Board of
Directors and within such limits as permitted by applicable law.
The Board of Directors may take such action as is necessary to
carry out these indemnification provisions and is expressly
empowered to adopt, approve and amend from time to time such
resolutions or contracts implementing such provisions or such
further indemnification arrangements as may be permitted by law.
The Registrant may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of
the Registrant or is serving at the request of the Registrant as a
director, officer, partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust
or other enterprise or employee benefit plan, against any
liability asserted against and incurred by such person in any such
capacity or arising out of such person's position, whether or not
the Registrant would have had the power to indemnify against such
liability. The rights provided by Section 7.6 shall be
enforceable against the Registrant by such person who shall be
presumed to have relied upon such rights in serving or continuing
to serve in the capacities indicated therein.
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 Advisor.
----------------------------------------------------
Munder Capital Management
- -------------------------
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
Terry H. Gardner Vice President and
Chief Financial Officer
Elyse G. Essick Vice
President and Director of Client Services
Sharon E. Fayolle Vice President and
Director of Money Market Trading
Otto G. Hinzmann Vice President and
Director of Equity Portfolio Management
Anne K. Kennedy Vice President and
Director of Corporate Bond Trading
Ann F. Putallaz Vice
President and Director of Fiduciary Services
Peter G. Root Vice
President and Director of Government Securities Trading
Lisa A. Rosen General
Counsel and Director of Mutual Fund Operations
James C. Robinson Vice President and
Chief Investment Officer/Fixed Income
Gerald L. Seizert Executive Vice
President and Chief Investment Officer/Equity
Paul D. Tobias Executive
Vice President and Chief Operating Officer
For further information relating to the Investment Adviser's
officers, reference is made to Form ADV filed under the Investment
Advisers Act of 1940 by Munder Capital Management. SEC File No.
801-32415.
Item 29. Principal Underwriters.
----------------------
(a) Funds Distributor, Inc. ("FDI"), located at 60 State
Street, Boston, Massachusetts 02109, is the principal underwriter
of the Funds. FDI is an indirectly wholly-owned subsidiary of
Boston Institutional Group, Inc. a holding company, all of whose
outstanding shares are owned by key employees. FDI is a broker
dealer registered under the Securities Exchange Act of 1934, as
amended. FDI acts as principal underwriter of the following
investment companies other than the Registrant:
HT Insight Funds, d/b/a Harris Insight Funds
Harris Insight Funds Trust Skyline Funds
The Munder Funds Trust Foreign Fund, Inc.
St. Clair Funds, Inc. Fremont Mutual Funds, Inc.
The Munder Framlington Funds Trust RCM Capital Funds, Inc.
BJB Investment Funds Monetta Fund, Inc.
PanAgora Funds Monetta Trust
RCM Equity Funds, Inc. Burridge Funds
Waterhouse Investors Cash Management Fund, Inc.
LKCM Fund
Pierpont Funds
JPM Advisor Funds
JPM Institutional Funds
(b) The information required by this Item 29(b) with
respect to each director, officer or partner of FDI is
incorporated by reference to Schedule A of Form BD filed by FDI
with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 (SEC File No. 8-20518).
(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:
(1) Munder Capital Management, 480 Pierce Street or 255 East
Brown Street, Birmingham, Michigan 48009 (records relating to its
function as investment advisor)
(2) First Data Investor Services Group, Inc., 53 State Street,
Exchange Place, Boston, Massachusetts 02109 or 4400 Computer
Drive, Westborough, Massachusetts 01581 (records relating to its
functions as administrator and transfer agent)
(3) Funds Distributor, Inc., 60 State Street, Boston,
Massachusetts 02109 (records relating to its function as
distributor)
(4) Comerica Bank, 1 Detroit Center, 500 Woodward Avenue,
Detroit, Michigan 48226 (records relating to its function as
custodian)
Item 31. Management Services.
-------------------
Not Applicable
Item 32. Undertakings.
------------
(a) Not Applicable.
(b) Registrant undertakes to call a meeting of
Shareholders 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
common stock 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 each of the Munder Small-Cap Value Fund, the
Munder Micro-Cap Equity Fund, the Munder Equity Selection Fund,
the Munder International Bond Fund, the Munder Short Term Treasury
Fund, the Munder All-Season Conservative Fund, the Munder All-
Season Moderate Fund and the Munder All-Season Aggressive Fund,
using reasonably current financial statements which need not be
certified, within four to six months from the effective date of
the Registration Statement describing the respective Fund.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
the Registrant certifies that this Post-Effective Amendment No. 23
to the Registration Statement meets the requirements for
effectiveness pursuant to Rule 485(b) of the Securities Act of
1933, as amended, and the Registrant has duly caused this Post-
Effective Amendment No. 23 to the Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized,
in the City of Boston and the Commonwealth of Massachusetts on the
18th day of February, 1997.
The Munder Funds, Inc.
By: *
Lee P. Munder
*By: /s/ Julie A. Tedesco
Julie A. Tedesco
as Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Signatures Title Date
* President and
Chief February 18, 1997
Lee P. Munder Executive Officer
* Director
February 18, 1997
Charles W. Elliott
* Director
February 18, 1997
Joseph E. Champagne
* Director
February 18, 1997
Arthur DeRoy Rodecker
* Director
February 18, 1997
Jack L. Otto
* Director
February 18, 1997
Thomas B. Bender
* Director
February 18, 1997
Thomas D. Eckert
* Director
February 18, 1997
John Rakolta, Jr.
* Director
February 18, 1997
David J. Brophy
* Vice President,
February 18, 1997
Terry H. Gardner Treasurer and
Chief Financial
Officer
* By: /s/ Julie A. Tedesco
Julie A. Tedesco
as Attorney-in-Fact
* The Powers of Attorney are filed herein.
EXHIBIT INDEX
Exhibit Description
(1)(f) Articles Supplementary for The Munder All-Season
Conservative Fund, The Munder All-Season Moderate Fund and The
Munder All-Season Aggressive Fund
(5)(l) Form of Investment Advisory Agreement for The Munder
All-Season Conservative Fund, The Munder All-Season Moderate Fund
and The Munder All-Season Aggressive Fund
(6)(f) Form of Distribution Agreement with respect to The
Munder All-Season Conservative Fund, The Munder All-Season
Moderate Fund and The Munder All-Season Aggressive Fund
(8)(f) Form of Sub-Custody Agreement
(8)(g) Form of Notice to the Custody Agreement with respect
to The Munder All-Season Conservative Fund, The Munder All-Season
Moderate Fund and The Munder All-Season Aggressive Fund
(9)(f) Form of Amendment to the Transfer Agency and Registrar
Agreement with respect to The Munder All-Season Conservative Fund,
The Munder All-Season Moderate Fund and The Munder All-Season
Aggressive Fund
(9)(l) Form of Amendment to the Administration Agreement with
respect to The Munder All-Season Conservative Fund, The Munder
All-Season Moderate Fund and The Munder All-Season Aggressive Fund
11(e) Powers of Attorney
(17) Financial Data Schedule relating to the NetNet Fund
(18) Form of Amended and Restated Multi-Class Plan
18
shared/bankgrp/munder/parta/pea23.doc
shared/bankgrp/munder/parta/pea23.doc
EXHIBIT 1(f)
THE MUNDER FUNDS, INC.
ARTICLES SUPPLEMENTARY
THE MUNDER FUNDS, INC., a Maryland corporation registered as
an open-end investment company under the Investment Company Act of
1940, as amended (the "1940 Act"), and having its principal office
in the State of Maryland in Baltimore City, Maryland (hereinafter
called the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland that:
FIRST: In accordance with procedures established in the
Corporation's Charter, the Board of Directors of the Corporation,
by resolution dated February 4, 1997 pursuant to Section 2-208 of
Maryland General Corporate Law, duly classified 150,000,000 shares
of the unissued, authorized capital stock of the Corporation into
the following additional series and classes thereof, designated as
follows:
Name of Series Name of Class of Series Number of
Shares Allocated
The Munder All-Season
Conservative Fund Class A 12,500,000 shares
Class B 12,500,000 shares
Class Y 25,000,000 shares
The Munder All-Season
Moderate Fund Class A 12,500,000 shares
Class B 12,500,000 shares
Class Y 25,000,000 shares
The Munder All-Season
Aggressive Fund Class A 12,500,000 shares
Class B 12,500,000 shares
Class Y 25,000,000 shares
SECOND: The shares of the Corporation classified pursuant
to Article First of these Articles Supplementary have been so
classified by the Board of Directors under the authority contained
in the Charter of the Corporation. The number of Shares of
capital stock of the various classes that the Corporation has
authority to issue has been established by the Board of Directors
in accordance with Section 2-105(c) of the Maryland General
Corporation Law.
THIRD: Immediately prior to the effectiveness of the
Articles Supplementary of the Corporation as hereinabove set
forth, the Corporation had the authority to issue two billion,
three-hundred million (2,300,000,000) shares of Common Stock of
the par value of $0.01 per share and of the aggregate par value of
twenty-three million dollars ($23,000,000), of which the Board of
Directors had designated one billion, six hundred and five million
(1,605,000,000) shares into Series and classified the shares of
each Series as follows:
Previously Classified Shares
Authorized Shares
Name of Series
(in millions)
NetNet Fund 50
Authorized
Shares by Class (in millions)
A B Y C K
The Munder Multi-Season Growth Fund 10 60 50 10 50
The Munder Money Market Fund 55 20 500 20 200
The Munder Real Estate Equity Investment Fund 10 50 10
10 10
The Munder Equity Selection Fund 20 40 20 10 10
The Munder International Bond Fund 20 40 20 10 10
The Munder Mid-Cap Growth Fund 5 10 10 5 10
The Munder Value Fund 5 10 10 5 10
The Munder Micro-Cap Equity Fund 10 15 10 10 10
The Munder Small-Cap Value Fund 10 15 10 10 10
The Munder Short Term Treasury Fund 20 40 20 10 10
As amended hereby, the Corporation's Articles of
Incorporation authorize the issuance of two billion, three-hundred
million (2,300,000,000) shares of Common Stock of the par value of
$0.01 per share and having an aggregate par value of twenty-three
million dollars ($23,000,000), of which the Board of Directors has
designated one billion, seven hundred and fifty-five million
(1,755,000,000) (including the 1,605,000,000 shares previously
designated) shares into Series and classified the shares of each
Series as follows:
Current Classification of Shares
Authorized Shares
Name of Series
(in millions)
NetNet Fund 50
Authorized
Shares by Class (in millions)
A B Y C K
The Munder Multi-Season Growth Fund 10 60 50 10 50
The Munder Money Market Fund 55 20 500 20 200
The Munder Real Estate Equity Investment Fund 10 50 10
10 10
The Munder Equity Selection Fund 20 40 20 10 10
The Munder International Bond Fund 20 40 20 10 10
The Munder Mid-Cap Growth Fund 5 10 10 5 10
The Munder Value Fund 5 10 10 5 10
The Munder Micro-Cap Equity Fund 10 15 10 10 10
The Munder Small-Cap Value Fund 10 15 10 10 10
The Munder Short Term Treasury Fund 20 40 20 10 10
The Munder All-Season Conservative Fund 12.5 12.5 25 N/A
N/A
The Munder All-Season Moderate Fund 12.5 12.5 25 N/A N/A
The Munder All-Season Aggressive Fund 12.5 12.5 25 N/A
N/A
FOURTH: The preferences, rights, voting powers,
restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of the various classes of
shares shall be as set forth in the Corporation's Articles of
Incorporation and shall be subject to all provisions of the
Articles of Incorporation relating to shares of the Corporation
generally, and those set forth as follows:
(a) The assets of each Class of a Series shall be invested in the
same investment portfolio of the Corporation.
(b) The dividends and distributions of investment income and
capital gains with respect to each class of shares shall be in
such amount as may be declared from time to time by the Board of
Directors, and the dividends and distributions of each class of
shares may vary from the dividends and distributions of the other
classes of shares to reflect differing allocations of the expenses
of the Corporation among the holders of each class and any
resultant differences between the net asset value per share of
each class, to such extent and for such purposes as the Board of
Directors may deem appropriate. The allocation of investment
income or capital gains and expenses and liabilities of the
Corporation among the classes shall be determined by the Board of
Directors in a manner it deems appropriate.
(c) Class A shares of each Series (including fractional shares)
may be subject to an initial sales charge pursuant to the terms of
the issuance of such shares.
(d) The proceeds of the redemption of Class B shares of each
Series (including fractional shares) may be reduced by the amount
of any contingent deferred sales charge payable on such redemption
pursuant to the terms of the issuance of such shares.
(e) The holders of Class A shares, Class B shares and Class Y
shares of each Series shall have (i) exclusive voting rights with
respect to provisions of any service plan or service and
distribution plan adopted by the Corporation pursuant to Rule 12b-
1 under the Investment Company Act of 1940 (a "Plan") applicable
to the respective class of the respective Series and (ii) no
voting rights with respect to the provisions of any Plan
applicable to any other class or Series of shares or with regard
to any other matter submitted to a vote of shareholders which does
not affect holders of that respective class of the respective
Series of shares.
(f)(l) Each Class B share of each Series, other than a share
purchased through the automatic reinvestment of a dividend or a
distribution with respect to Class B shares, shall be converted
automatically, and without any action or choice on the part of the
holder thereof, into Class A shares of that Series on the date
that is the first business day of the month in which the sixth
anniversary of the issuance of the Class B shares occurs (the
"Conversion Date"). With respect to Class B shares issued in an
exchange or series of exchanges for shares of capital stock of
another investment company or class or series thereof registered
under the Investment Company Act of 1940 pursuant to an exchange
privilege granted by the Corporation, the date of issuance of the
Class B shares for purposes of the immediately preceding sentence
shall be the date of issuance of the original shares of capital
stock.
(2) Each Class B share of a Series purchased through the
automatic reinvestment of a dividend or a distribution with
respect to Class B shares shall be segregated in a separate sub-
account. Each time any Class B shares in a shareholder's Fund
account (other than those in the sub-account) convert to Class A
shares, an equal pro rata portion of the Class B shares then in
the sub-account shall also convert automatically to Class A shares
without any action or choice on the part of the holder thereof.
The portion shall be determined by the ratio that the
shareholder's Class B shares of a Series converting to Class A
shares bears to the shareholder's total Class B shares of that
Series not acquired through dividends and distributions.
(3) The conversion of Class B shares to Class A shares is
subject to the continuing availability of an opinion of counsel or
a ruling of the Internal Revenue Service that payment of different
dividends on Class A and Class B shares does not result in the
Corporation's dividends or distributions constituting
"preferential dividends" under the Internal Revenue Code of 1986,
as amended, and that the conversion of shares does not constitute
a taxable event under federal income tax law.
(4) The number of Class A shares of a Series into which a
share of Class B shares is converted pursuant to paragraphs (f)(1)
and (f)(2) hereof shall equal the number (including for this
purpose fractions of a share) obtained by dividing the net asset
value per share of the Class B shares of the Series (for purposes
of sales and redemptions thereof on the Conversion Date) by the
net asset value per share of the Class A shares of the Series (for
purposes of sales and redemptions thereof on the Conversion Date).
(5) On the Conversion Date, the Class B shares of a Series
converted into Class A shares will cease to accrue dividends and
will no longer be deemed outstanding and the rights of the holders
thereof (except the right to receive (i) the number of Class A
shares into which the Class B shares have been converted and (ii)
declared but unpaid dividends to the Conversion Date) will cease.
Certificates representing Class A shares resulting from the
conversion need not be issued until certificates representing
Class B shares converted, if issued, have been received by the
Corporation or its agent duly endorsed for transfer.
IN WITNESS WHEREOF, The Munder Funds, Inc. has caused these
Articles Supplementary to be signed in its name on its behalf by
its authorized officers who acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of
their knowledge, information and belief, all matters and facts set
forth herein relating to the authorization and approval of these
Articles Supplementary are true in all material respects and that
this statement is made under the penalties of perjury.
Date: February 4, 1997
THE MUNDER FUNDS, INC.
[CORPORATE SEAL]
By: : /s/ Terry H. Gardner
Terry H. Gardner
Vice President
Attest:
/s/ Lisa Anne Rosen
Lisa Anne Rosen
Secretary
6
shared/bankgrp/munder/parta/pea23/exh1f
shared/bankgrp/munder/parta/pea23/exh1f
EXHIBIT 5(l)
FORM OF
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made this day of , 1997, between The
Munder Funds, Inc. (the "Company") on behalf of the Munder All-
Season Conservative Fund, the Munder All-Season Moderate Fund and
the Munder All-Season Aggressive Fund (each, a "Fund" and
collectively, the "Funds") and Munder Capital Management (the
"Advisor"), a Delaware partnership.
WHEREAS, the Company is a Maryland corporation authorized to
issue shares in series and is registered as an open-end management
investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and each Fund is a series of the
Company;
WHEREAS, the Advisor is registered as an investment advisor
under the Investment Advisers Act of 1940, as amended ("Advisers
Act"); and
WHEREAS, the Company wishes to retain the Advisor to render
investment advisory services to the Funds, and the Advisor is
willing to furnish such services to the Funds;
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed between the Company and
the Advisor as follows:
1. Appointment
The Company hereby appoints the Advisor to act as investment
advisor to the Funds for the periods and on the terms set forth
herein. The Advisor accepts the appointment and agrees to furnish
the services set forth herein for the compensation provided
herein.
2. Services as Investment Advisor
Subject to the general supervision and direction of the
Board of Directors of the Company, the Advisor will (a) manage
each Fund in accordance with the Fund's investment objective and
policies as stated in the Fund's Prospectuses and the Statement of
Additional Information filed with the Securities and Exchange
Commission, as they may be amended from time to time; (b) make
investment decisions for the Funds; (c) place purchase and sale
orders on behalf of the Funds; and (d) employ professional
portfolio managers and securities analysts to provide research
services to the Funds. In providing those services, the Advisor
will provide the Funds with ongoing research, analysis, advice and
judgments regarding individual investments, general economic
conditions and trends and long-range investment policy. In
addition, the Advisor will furnish the Funds with whatever
statistical information the Funds may reasonably request with
respect to the securities that the Funds may hold or contemplate
purchasing.
The Advisor further agrees that, in performing its duties
hereunder, it will:
(a) comply with the 1940 Act and all rules and regulations
thereunder the Advisers Act. the Internal Revenue Code of 1986, as
amended (the "Code"), and all other applicable federal and state
laws and regulations, and with any applicable procedures adopted
by the Directors;
(b) use reasonable efforts to manage each Fund so that it
will qualify, and continue to qualify. as a regulated investment
company under Subchapter M of the Code and regulations issued
thereunder:
(c) maintain books and records with respect to the Funds'
securities transactions, render to the Board of Directors of the
Company such periodic and special reports as the Board may
reasonably request, and keep the Directors informed of
developments materially affecting the Funds' portfolios;
(d) make available to the Funds' administrator and the
Company, promptly upon their request, such copies of its
investment records and ledgers with respect to the Funds as may be
required to assist the administrator and the Company in their
compliance with applicable laws and regulations. The Advisor will
furnish the Directors with such periodic and special reports
regarding the Funds as they may reasonably request; and
(e) immediately notify the Company in the event that the
Advisor or any of its affiliates: (1) becomes aware that it is
subject to a statutory disqualification that prevents the Advisor
from serving as investment advisor pursuant to this Agreement; or
(2) becomes aware that it is the subject of an administrative
proceeding or enforcement action by the Securities and Exchange
Commission or other regulatory authority. The Advisor further
agrees to notify the Company immediately of any material fact
known to the Advisor respecting or relating to the Advisor that is
not contained in the Company's Registration Statement regarding
the Funds, or any amendment or supplement thereto, but that is
required to be disclosed therein. and of any statement contained
therein that becomes untrue in any material respect.
3. Documents
The Company has delivered properly certified or
authenticated copies of each of the following documents to the
Advisor and will deliver to it all future amendments and
supplements thereto, if any:
(a) certified resolution of the Board of Directors of the
Company authorizing the appointment of the Advisor and approving
the form of this Agreement;
(b) the Registration Statement as filed with the
Securities and Exchange Commission and any amendments thereto; and
(c) exhibits, powers of attorneys, certificates and any
and all other documents relating to or filed in connection with
the Registration Statement described above.
4. Brokerage
In selecting brokers or dealers to execute transactions on
behalf of the Funds, the Advisor will use its best efforts to seek
the best overall terms available. In assessing the best overall
terms available for any Fund transaction, the Advisor will
consider all factors it deems relevant, including, but not limited
to, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the
broker or dealer and the reasonableness of the commission, if any,
for the specific transaction and on a continuing basis. In
selecting brokers or dealers to execute a particular transaction,
and in evaluating the best overall terms available, the Advisor is
authorized to consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934, as amended (the "1934 Act")) provided to the
Funds and/or other accounts over which the Advisor or its
affiliates exercise investment discretion. In accordance with
Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder and
subject to any other applicable laws and regulations, the Advisor
and its affiliates are authorized to effect portfolio transactions
for the Funds and to retain brokerage commissions on such
transactions
5. Records
The Advisor agrees to maintain and to preserve for the
periods prescribed under the 1940 Act any such records as are
required to be maintained by the Advisor with respect to the Funds
by the 1940 Act. The Advisor further agrees that all records which
it maintains for the Funds are the property of the Funds and it
will promptly surrender any of such records upon request.
6. Standard of Care
The Advisor shall exercise its best judgment in rendering
the services under this Agreement. The Advisor shall not be liable
for any error of judgment or mistake of law or for any loss
suffered by a Fund or a Fund's shareholders in connection with the
matters to which this Agreement relates, provided that nothing
herein shall be deemed to protect or purport to protect the
Advisor against any liability to a Fund or to its shareholders to
which the Advisor would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Advisor's reckless
disregard of its obligations and duties under this Agreement. As
used in this Section 6, the term "Advisor" shall include any
officers, directors. employees, or other affiliates of the Advisor
performing services with respect to the Funds.
7. Compensation
In consideration of the services rendered pursuant to this
Agreement, each Fund will pay the Advisor a fee at an annual rate
equal to .35% of the average daily net assets of the Fund. This
fee shall be computed and accrued daily and payable monthly. For
the purpose of determining fees payable to the Advisor, the value
of a Fund's average daily net assets shall be computed at the
times and in the manner specified in the Fund's Prospectuses or
Statement of Additional Information.
8. Expenses
The Advisor will bear all expenses in connection with the
performance of its services under this Agreement. Each Fund will
bear certain other expenses to be incurred in its operation,
including: taxes, interest, brokerage fees and commissions, if
any, fees of Directors of the Company who are not officers,
directors, or employees of the Advisor; Securities and Exchange
Commission fees and state blue sky fees; charges of custodians and
transfer and dividend disbursing agents; the Fund's proportionate
share of insurance premiums; outside auditing and legal expenses;
costs of maintenance of the Fund's existence; costs attributable
to investor services, including, without limitation, telephone and
personal expenses; charges of an independent pricing service,
costs of preparing and printing prospectuses and statements of
additional information for regulatory purposes and for
distribution to existing shareholders; costs of shareholders'
reports and meetings of the shareholders of the Fund and of the
officers of Board of Directors of the Company; and any
extraordinary expenses.
9. Services to Other Companies or Accounts
The investment advisory services of the Advisor to the Funds
under this Agreement are not to be deemed exclusive, and the
Advisor. or any affiliate thereof, shall be free to render similar
services to other investment companies and the clients (whether or
not their investment objectives and policies are similar to those
of the Funds) and to engage in the activities. so long as it
services hereunder are not impaired thereby.
10. Duration and Termination
This Agreement shall become effective on the date of this
Agreement and shall continue in effect with respect to a Fund,
unless sooner terminated as provided herein, for two years from
such date and shall continue from year to year thereafter,
provided each continuance is specifically approve at least
annually by (i) the vote of a majority of the Board of Directors
of the Company or (ii) a vote of a "majority" (as defined in the
1940 Act) of the Fund's outstanding voting securities, provided
that in either event the continuance is also approved by a
majority of the Board of Directors who are not "interested
persons" (as defined in the 1940 Act) of any party to this
Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable
with respect to a Fund, without penalty, on sixty (60) days'
written notice by the Board of Directors of the Company or by vote
of holders of a "majority" (as defined in the 1940 Act) of the
Fund's shares or upon ninety (90) days' written notice by the
Advisor. This Agreement will be terminated automatically in the
event of its "assignment" (as defined in the 1940 Act).
11. Amendment
No provision of this Agreement shall be changed, waived,
discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and no
amendment of this Agreement with respect to a Fund shall be
effective until approved by an affirmative vote of (i) a majority
of the outstanding voting securities of the Fund, and (ii) a
majority of the Directors of the Company, including a majority of
Directors who are not "interested persons" (as defined in the 1940
Act) of any party to this Agreement, cast in person at a meeting
called for the purpose of voting on such approval, if such
approval is required by applicable law.
12. Use of Name
It is understood that the name of Munder Capital Management
or any derivative thereof or logo associated with that name is the
valuable property of the Advisor and its affiliates, and that the
Company and each Fund has the right to use such name (or derivable
or logo) only so long as this Agreement shall continue with
respect to the Fund. Upon termination of this Agreement, the
Company and each Fund shall forthwith cease to use such name (or
derivative or logo) and the Company shall promptly amend its
Articles of Incorporation to change the Funds' names to comply
herewith.
13. Miscellaneous
(a) This Agreement constitutes the full and complete
agreement of the parties hereto with respect to the subject matter
hereof.
(b) Titles or captions of sections contained in this
Agreement are inserted only as a matter of convenience and for
reference, and in no way define, limit, extend or describe the
scope of this Agreement or the intent of any provisions thereof.
(c) This Agreement may be executed in several
counterparts, all of which together shall for all purposes
constitute one Agreement. binding on all the parties.
(d) This Agreement and the rights and obligations of the
parties hereunder shall be governed by, and interpreted. construed
and enforced in accordance with the laws of the State of Michigan.
(e) If any provisions of this Agreement or the application
thereof to any party or circumstances shall be determined by any
court of competent jurisdiction to be invalid or unenforceable to
any extent, the remainder of this Agreement or the application of
such provision to such person circumstance, other than these as to
which it is so determined to be invalid or unenforceable, shall
not be affected thereby, and each provision hereof shall be valid
and shall be enforced to the fullest extent permitted by law.
(f) Notices of any kind to be given to the Advisor by the
Company shall be in writing and shall be duly given if mailed or
delivered to the Advisor at 480 Pierce Street, Birmingham,
Michigan 48009, or at such other address or to such individual as
shall be specified by the Advisor to the Company. Notices of any
kind to be given to the Company by the Advisor shall be in writing
and shall be duly given if mailed or delivered to 480 Pierce
Street, Birmingham, Michigan 48009, or at such the address or to
such individual as shall be specified by the Company to the
Advisor.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below on
the day and year first above written
THE MUNDER FUNDS, INC.
By:
MUNDER CAPITAL MANAGEMENT
By:
5
shared/bankgrp/munder/parta/pea23/exh5l.doc
shared/bankgrp/munder/parta/pea22/exh5l.doc
EXHIBIT 6(f)
FORM OF
DISTRIBUTION AGREEMENT
This Distribution Agreement is made as of this 4th day of
February, 1997 by and between THE MUNDER FUNDS, INC., a Maryland
Corporation (the "Fund"), and FUNDS DISTRIBUTOR, INC., a
Massachusetts corporation ("Funds Distributor").
WHEREAS, the Fund is an open-end management investment
company and is so registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Fund desires to retain Funds Distributor as
Distributor for the Fund's shares of common stock in Class A,
Class B and Class Y Shares representing interests in the Fund's
three separate portfolios, Munder All-Season Conservative Fund,
Munder All-Season Moderate Fund, and Munder All-Season Aggressive
Fund (individually, a "Portfolio" and collectively, the
"Portfolios"), to provide for the sale and distribution of shares
of the Portfolios (the "Shares"), and Funds Distributor is willing
to render such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth herein and intending to be legally bound
hereby, the parties hereto agree as follows:
I. DELIVERY OF DOCUMENTS
The Fund has delivered to Funds Distributor copies of each
of the following documents and will deliver to it all future
amendments and supplements thereto, if any:
(a) Resolutions of the Fund's Board of Directors
authorizing the execution and delivery of this Agreement;
(b) The Fund's Articles of Incorporation as filed with the
State of Maryland - Department of Assessments and Taxation on
November 18, 1992;
(c) The Fund's By-Laws;
(d) The Fund's Notification of Registration on Form N-8A
under the 1940 Act as filed with the Securities and Exchange
Commission ("SEC");
(e) The Fund's Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 (the
"1933 Act") and the 1940 Act, as filed with the SEC on November
18, 1992, and all amendments thereto; and
(f) The Fund's most recent Prospectuses and Statements of
Additional Information and all amendments and supplements thereto
(collectively, the "Prospectuses").
II. DISTRIBUTION
1. Appointment of Distributor. The Fund hereby appoints
Funds Distributor as Distributor of the Portfolios' Shares and
Funds Distributor hereby accepts such appointment and agrees to
render the services and duties set forth in this Section II. In
the event that the Fund establishes one or more additional
portfolios or classes of shares other than the Portfolios and the
Shares with respect to which it decides to retain Funds
Distributor to act as distributor hereunder, the Fund shall notify
Funds Distributor in writing. If Funds Distributor is willing to
render such services, it shall so notify the Fund in writing
whereupon such portfolio and such shares shall become a Portfolio
and Shares hereunder and shall be subject to the provisions of
this Agreement, except to the extent that said provision is
modified with respect to such portfolio or shares in writing by
the Fund and Funds Distributor at the time.
2. Services and Duties.
(a) The Fund agrees to sell through Funds Distributor, as
agent, from time to time during the term of this Agreement, Shares
(whether authorized but unissued or treasury shares, in the Fund's
sole discretion) upon the terms and at the current offering price
as described in the applicable Prospectus. Funds Distributor will
act only in its own behalf as principal in making agreements with
selected dealers or others for the sale and redemption of Shares,
and shall sell Shares only at the offering price thereof as set
forth in the applicable Prospectus. Funds Distributor shall
devote appropriate efforts to effect sales of Shares of each of
the Portfolios, but shall not be obligated to sell any certain
number of Shares.
(b) In all matters relating to the sale and redemption of
Shares, Funds Distributor will act in conformity with the Fund's
Articles of Incorporation, By-Laws and applicable Prospectuses and
with the instructions and directions of the Board of Directors of
the Fund and will conform to and comply with the requirements of
the 1933 Act, the 1940 Act, the regulations of the National
Association of Securities Dealers, Inc. and all other applicable
Federal or state laws and regulations.
(c) Funds Distributor will bear the cost of printing and
distributing any Prospectus (including any supplement or amendment
thereto), provided, however, that Funds Distributor shall not be
obligated to bear the expenses incurred by the Fund in connection
with (i) the preparation and printing of any supplement or
amendment to a Registration Statement or Prospectus necessary for
the continued effective registration of the Shares under the 1933
Act or state securities laws; and (ii) the printing and
distribution of any Prospectus, supplement or amendment thereto
for existing shareholders of the class ("Class") of Shares
described therein.
(d) All Shares of the Portfolios offered for sale by Funds
Distributor shall be offered for sale to the public at a price per
share (the "offering price") equal to (i) their net asset value
(determined in the manner set forth in the applicable
Prospectuses) plus, except to those classes of persons set forth
in the applicable Prospectuses, (ii) a sales charge which shall be
the percentage of the offering price of such Shares as set forth
in the applicable Prospectuses. The offering price, if not an
exact multiple of one cent, shall be adjusted to the nearest cent.
Concessions paid by Funds Distributor to broker-dealers and other
persons shall be set forth in either the selling agreements
between Funds Distributor and such broker-dealers and persons or,
if such concessions are described in the applicable Prospectuses,
shall be as so set forth. No broker-dealer or other person who
enters into a selling or distribution and servicing agreement with
Funds Distributor shall be authorized to act as agent for the Fund
in connection with the offering or sale of Shares to the public or
otherwise.
(e) If any Shares sold by Funds Distributor under the terms
of this Agreement are redeemed or repurchased by the Fund or by
Funds Distributor as agent or are tendered for redemption within
seven business days after the date of confirmation of the original
purchase of said Shares, Funds Distributor shall forfeit the
amount above the net asset value received by it with respect to
such Shares, provided that the portion, if any, of such amount re-
allowed by Funds Distributor to broker-dealers or other persons
shall be repayable to the Fund only to the extent recovered by
Funds Distributor from the broker-dealer or other persons
concerned. Funds Distributor shall include in the form of
agreement with such broker-dealers and other persons a
corresponding provision for the forfeiture by them of their
concession with respect to Shares sold by them or their principals
and redeemed or repurchased by the Fund or by Funds Distributor as
agent (or tendered for redemption) within seven business days
after the date of confirmation of such initial purchases.
(f) Funds Distributor may be reimbursed for all or a
portion of the expenses described above to the extent permitted by
one or more distribution plans adopted by the Fund on behalf of a
Portfolio pursuant to Rule 12b-1 under the 1940 Act. No provision
of this Agreement may be deemed to prohibit any payments by a
Portfolio to Funds Distributor or by a Portfolio or Funds
Distributor to investment dealers, banks or other financial
institutions through whom shares of the Fund are sold where such
payments are made under a distribution plan adopted by the Fund on
behalf of such Portfolio pursuant to Rule 12b-1 under the Act (the
"Plan"). The Fund agrees that it shall provide notice to Funds
Distributor at least 30 days prior to the effective date of the
elimination of or the decrease in the amount of expenses
reimbursable under such a distribution plan.
(g) With respect to such classes of shares, if any, that
are sold with a contingent deferred sales charge ("CDSC"), Funds
Distributor shall impose a CDSC in connection with the redemption
of the Shares of such classes, not to exceed a specified
percentage of the original purchase price of the Shares, as from
time to time set forth in the applicable Prospectuses. Funds
Distributor may retain (or receive from the Fund, as the case may
be) all of any CDSC. Funds Distributor may pay to broker-dealers
or other persons through whom such Shares are sold a commission or
other payment to the extent consistent with the current
Prospectuses and applicable rules and regulations.
3. Sales and Redemptions.
(a) The Fund shall pay all costs and expenses in connection
with the registration of the Shares under the 1933 Act, and all
expenses in connection with maintaining facilities for the issue
and transfer of the Shares and for supplying information, prices
and other data to be furnished by the Fund hereunder, and all
expenses in connection with preparing, printing and distributing
the Prospectuses except as set forth in subsection 2(c) of Section
II hereof.
(b) The Fund shall execute all documents, furnish all
information and otherwise take all actions which may be reasonably
necessary in the discretion of the Fund's officers in connection
with the sale of the Shares in such states as Funds Distributor
may designate to the Fund and the Fund may approve, and the Fund
shall pay all filing fees which may be incurred in connection with
such sale. Funds Distributor shall pay all other expenses
incurred by Funds Distributor in connection with the sale of the
Shares, except as otherwise specifically provided in this
Agreement.
(c) The Fund shall have the right to suspend the sale of
Shares at any time in response to conditions in the securities
markets or otherwise, and to suspend the redemption of Shares of
any Portfolio at any time permitted by the 1940 Act or the rules
of the SEC ("Rules").
(d) The Fund reserves the right to reject any order for
Shares, but will not do so arbitrarily or without reasonable
cause.
III. LIMITATIONS OF LIABILITY
Funds Distributor shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund or
any Portfolio in connection with the matters to which this
Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
IV. CONFIDENTIALITY
Funds Distributor will treat confidentially and as
proprietary information of the Fund all records and other
information relative to the Fund, to the Fund's prior or current
shareholders and to those persons or entities who respond to Funds
Distributor's inquiries concerning investment in the Fund, and,
except as provided below, will not use such records and
information for any purpose other than the performance of its
responsibilities and duties hereunder. Any other use by Funds
Distributor of the information and records referred to above may
be made only after prior notification to and approval in writing
by the Fund. Such approval shall not be unreasonably withheld and
may not be withheld where: (i) Funds Distributor may be exposed
to civil or criminal contempt proceedings for failure to divulge
such information; (ii) Funds Distributor is requested to divulge
such information by duly constituted authorities; or (iii) Funds
Distributor is so requested by the Fund.
V. INDEMNIFICATION
1. Fund Representation. The Fund represents and warrants
to Funds Distributor that at all times the Registration Statement
and Prospectuses will in all material respects conform to the
applicable requirements of the 1933 Act and the Rules thereunder
and will not include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading, except
that no representation or warranty in this subsection shall apply
to statements or omissions made in reliance upon and in conformity
with written information furnished to the Fund by or on behalf of
and with respect to Funds Distributor expressly for use in the
Registration Statement or Prospectuses.
2. Funds Distributor Representation. Funds Distributor
represents and warrants to the Fund that it is duly organized as a
Massachusetts corporation and is and at all times will remain duly
authorized and licensed to carry out its services as contemplated
herein.
3. Fund Indemnification. The Fund, on behalf of each
Portfolio, agrees that each Portfolio will indemnify, defend and
hold harmless Funds Distributor, its several officers and
directors, and any person who controls Funds Distributor within
the meaning of Section 15 of the 1933 Act, from and against any
losses, claims, damages or liabilities, joint or several, to which
any of them may become subject under the 1933 Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions
or proceedings in respect thereof) arise out of, or are based
upon, any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, the
Prospectuses or in any application or other document executed by
or on behalf of a Portfolio, or arise out of or based upon,
information furnished by or on behalf of a Portfolio, filed in any
state in order to sell the Shares under the securities or blue sky
laws thereof ("Blue Sky Application"), or arise out of, or are
based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse Funds
Distributor, its several officers and directors, and any person
who controls Funds Distributor within the meaning of Section 15 of
the 1933 Act, for any legal or other expenses reasonably incurred
by any of them in investigating, defending or preparing to defend
any such action, proceeding or claim; provided, however, that
neither the Fund nor any Portfolio shall be liable in any case to
the extent that such loss, claim, damage or liability arises out
of, or is based upon, any untrue statement, alleged untrue
statement, or omission or alleged omission made in the
Registration Statement, the Prospectuses, any Blue Sky Application
or any application or other document executed by or on behalf of
the Fund in reliance upon and in conformity with written
information furnished to the Fund by or on behalf of Funds
Distributor specifically for inclusion therein.
A Portfolio shall not indemnify any person pursuant to this
subsection 3 unless the court or other body before which the
proceeding was brought has rendered a final decision on the merits
that such person was not liable by reason of his willful
misfeasance, bad faith or gross negligence in the performance of
his duties, or his reckless disregard of his obligations and
duties, under this Agreement ("disabling conduct") or, in the
absence of such a decision, a reasonable determination (based upon
a review of the facts) that such person was not liable by reason
of disabling conduct has been made by the vote of a majority of a
quorum of Directors of the Fund who are neither "interested
parties" of the Fund (as defined in the 1940 Act) nor parties to
the proceeding, or by an independent legal counsel in a written
opinion.
Each Portfolio shall advance attorneys' fees and other
expenses incurred by any person in defending any claim, demand,
action or suit which is the subject of a claim for indemnification
pursuant to this subsection 3, so long as: (i) such person shall
undertake to repay all such advances unless it is ultimately
determined that he or she is entitled to indemnification
hereunder; and (ii) such person shall provide security for such
undertaking, or the Portfolio shall be insured against losses
arising by reason of any lawful advances, or a majority of a
quorum of the disinterested, non-party Directors of the Fund (or
an independent legal counsel in a written opinion) shall determine
based on a review of readily available facts (as opposed to a full
trial-type inquiry) that there is reason to believe that such
person ultimately will be found entitled to indemnification
hereunder.
The obligations of each Portfolio under this subsection 3
shall be the several (and not joint or joint and several)
obligation of each Portfolio.
4. Funds Distributor Indemnification. Funds Distributor
will indemnify, defend and hold harmless the Fund, each Portfolio,
the Fund's several officers and Directors and any person who
controls the Fund or any Portfolio within the meaning of Section
15 of the 1933 Act, from and against any losses, claims, damages
or liabilities, joint or several, to which any of them may become
subject under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings in
respect hereof) arise out of, or are based upon, any breach of its
representations, warranties and agreements herein, or which arise
out of, or are based upon, any untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statement, the Prospectuses, any Blue Sky Application or any
application or other documents executed by or on behalf of the
Fund or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, which statement or omission
was made in reliance upon and in conformity with information
furnished in writing to the Fund or any of its several officers
and Directors by or on behalf of Funds Distributor specifically
for inclusion therein, and will reimburse the Fund, each
Portfolio, the Fund's several officers and trustees, and any
person who controls the Fund or any Portfolio within the meaning
of Section 15 of the 1933 Act, for any legal or other expenses
reasonably incurred by any of them in investigating, defending or
preparing to defend any such action, proceeding or claim.
5. General Indemnity Provision. No indemnifying party
shall be liable under its indemnity agreement contained in
subsection 3 or 4 hereof with respect to any claim made against
such indemnifying party unless the indemnified party shall have
notified the indemnifying party in writing within a reasonable
time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon
the indemnified party (or after the indemnified party shall have
received notice of such service on any designated agent), but
failure to notify the indemnifying party of any such claim shall
not relieve it from any liability which it may otherwise have to
the indemnified party. The indemnifying party will be entitled to
participate at its own expense in the defense or, if it so elects,
to assume the defense of any suit brought to enforce any such
liability, and if the indemnifying party elects to assume the
defense, such defense shall be conducted by counsel chosen by it
and reasonably satisfactory to the indemnified party. In the
event the indemnifying party elects to assume the defense of any
such suit and retain such counsel, the indemnified party shall
bear the fees and expenses of any additional counsel retained by
the indemnified party.
VI. DURATION AND TERMINATION
This Agreement shall become effective as of the date first
above written, and, unless sooner terminated as provided herein,
shall continue until February 4, 1999. Thereafter, if not
terminated, this Agreement shall continue automatically for
successive terms of one year, provided that such continuance is
specifically approved at least annually by a vote of the majority
of the Board of Directors of the Fund, including a majority of the
Directors who are not "interested persons" of the Fund and have no
direct or indirect financial interest in the operation of the
Plan, this Agreement, or in any agreement relating to the Plan
(the "Plan Directors"), by vote cast in person at a meeting called
for the purpose of voting on such approval; provided, however,
that this Agreement may be terminated with respect to any
Portfolio by the Fund at any time, without the payment of any
penalty, by vote of a majority of the Directors or by a vote of a
"majority of the outstanding voting securities" of such Portfolio
on 60 days' written notice to Funds Distributor, or by Funds
Distributor at any time, without the payment of any penalty, on 60
days' written notice to the Fund. This Agreement will
automatically and immediately terminate in the event of its
"assignment." (As used in this Agreement, the terms "majority of
the outstanding voting securities," "interested person" and
"assignment" shall have the same meanings as such terms have in
the 1940 Act.)
VII. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived,
discharged or terminated except by an instrument in writing signed
by the party against which an enforcement of the change, waiver,
discharge or termination is sought.
VIII. NOTICES
Notices of any kind to be given to the Fund hereunder by
Funds Distributor shall be in writing and shall be duly given if
mailed or delivered to the Fund at 480 Pierce Street, Suite 300,
Birmingham, Michigan 48009, Attention: Lee Munder, with a copy to
Paul F. Roye, Esq., Dechert Price & Rhoads, 1500 K Street N.W.,
Washington, D.C. 20005-1208, or at such other address or to such
individual as shall be so specified by the Fund to Funds
Distributor. Notices of any kind to be given to Funds Distributor
hereunder by the Fund shall be in writing and shall be duly given
if mailed or delivered to Funds Distributor at 60 State Street,
Suite 1300, Boston, Massachusetts 02109, Attention: Marie
Connolly or at such other address or to such individual as shall
be so specified by Funds Distributor to the Fund.
IX. MISCELLANEOUS
The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or
effect. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
Subject to the provisions of Section VI hereof, this Agreement
shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and shall be
governed by Maryland law; provided, however, that nothing herein
shall be construed in a manner inconsistent with the 1940 Act or
any rule or regulation of the SEC thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of
the day and year first above written.
THE MUNDER FUNDS, INC.
By:
Name: Lee P. Munder
Title: President
Attest:
FUNDS DISTRIBUTOR, INC.
By:
Name: Marie Connolly
Title: President
Attest:
7
shared/bankgrp/munder/parta/pea23/exh6f.doc
shared/bankgrp/munder/parta/pea23/exh6f.doc
EXHIBIT 8(f)
FORM OF
SUB-CUSTODY AGREEMENT
This Custody Agreement is dated __________, 199_ among
MORGAN STANLEY TRUST COMPANY, a New York State chartered trust
company (the "Bank"), the a Maryland
corporation, on behalf of its Investment Portfolios (the "Fund"),
and Comerica Bank, a Michigan banking corporation (the
"Custodian").
WHEREAS, the Custodian has entered into a Custodian
Agreement with the Fund, an open-end investment company, to
provide custody services; and
WHEREAS, the Custodian and the Fund wish to retain the Bank
to provide certain sub-custodian services to the Custodian and the
Fund for the benefit of the Fund and the Bank is willing to
furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties
hereto as follows:
1. Appointment and Acceptance; Accounts. (a) The Fund
and the Custodian hereby appoints the Bank as a custodian of
Property (as defined below) owned or under the control of the Fund
that is delivered to the Bank, or any Subcustodian as appointed
below, from time to time to be held in custody for the benefit of
the Fund.
(b) Prior to the delivery of any Property by the Custodian
to the Bank, the Custodian shall deliver to the Bank each document
and other item listed in Appendix 1. In addition, the Custodian
and/or the Fund shall deliver to the Bank any additional documents
or items as the Bank may deem necessary for the performance of its
duties under this Agreement.
(c) The Fund instructs the Bank to establish on the books
and records of the Bank the accounts listed in Appendix 2 (the
'Accounts") in the name of the Investment Portfolios of the Fund.
Upon receipt of Authorized Instructions (as defined below) and
appropriate documentation, the Bank shall open additional Accounts
for the Investment Portfolios of the Fund. Upon the Bank's
confirmation to the Custodian and the Fund of the opening of such
additional Accounts, or of the closing of Accounts, Appendix 2
shall be deemed automatically amended or supplemented accordingly.
The Bank shall record in the Accounts and shall have general
responsibility for the safekeeping of all securities
("Securities"), cash, cash equivalents and other property (all
such Securities, cash, cash equivalents and other property being
collectively the "Property") of the Fund that are delivered to the
Bank for custody.
(d) The procedures the Bank, the Custodian and the Fund
will use in performing activities in connection with the Agreement
are set forth in a client services guide provided to the Custodian
and the Fund by the Bank, as such guide may be amended from time
to time by the Bank by written notice to the Custodian and the
Fund (the "Client Services Guide").
2. Subcustodians. The Board of Trustees of the Fund
authorizes the Bank to hold the Property of the Fund in omnibus
accounts which have been established by the Bank with (i) one of
its branches, a branch of a qualified U.S. bank or an eligible
foreign custodian as listed on Exhibit A (the "Subcustodians")
which Exhibit may be amended by the Bank from to time to time upon
sixty (60) days prior written notice from the Bank or (ii) an
eligible foreign securities depository as listed on Exhibit B.
Unless notified in writing to the contrary by the Fund during the
sixty (60) day notice period, the Bank shall assume that the Fund
has obtained all necessary approvals of any new Subcustodian and
the proposed amendment to Exhibit A shall become effective as of
the proposed effective date; provided however, that in the event
that the Fund notifies the Bank that any necessary approval will
not be obtained prior to the proposed effective date for such
amendment, the Fund shall, as soon as practicable but in any event
within 120 days from the date of the Bank's initial notice of the
proposed amendment, obtain the requisite approvals or, in the
alternative, issue Authorized Instructions to the Bank to deliver
any Property affected by the proposed amendment in accordance with
such Authorized Instructions and absent any such Authorized
Instructions, the Bank shall assume that the Fund obtained such
requisite approvals within the 120-day period. For purposes of
this Agreement (a) "qualified U.S. bank" shall mean a qualified
U.S. bank as defined in Rule 17f-5 under the Investment Company
Act of 1940, as amended ("Rule 17f-5"); (b) "eligible foreign
custodian" shall mean (i) a banking institution or trust company
incorporated or organized under the laws of a country other than
the United States that is regulated as such by that country's
government or an agency thereof and that has shareholders' equity
in excess of $200 million in U.S. currency (or a foreign currency
equivalent thereto) or (ii) a majority-owned direct or indirect
subsidiary of a qualified U.S. bank or bank holding company that
is incorporated or organized under the laws of a country other
than the United States and that has shareholders' equity in excess
of $100 million in U.S. currency (or a foreign currency equivalent
thereto); and (c) "eligible foreign securities depository" shall
mean a securities depository or clearing agency incorporated or
organized under the laws of a country other than the United
States, which operates (i) the central system for handling of
securities or equivalent book-entries in that country or (ii) a
transactional system for the central handling of securities or
equivalent book-entries; provided, however that although the Bank
is of the opinion that each of the securities depositories used by
it and its Subcustodians do operate a central system for handling
securities in their respective countries, the determination that a
securities depository operates a central system absent any
official proclamation by the Securities and Exchange Commission
("SEC") is a factual one and the Bank shall not be liable for any
future determination by the SEC that any such securities
depository does not in fact operate such a central system.
If the Bank appoints other Subcustodians to hold the Fund's
Property, it will so notify the Custodian and the Fund in
accordance with this Section 2 and will provide them with
information reasonably necessary to determine any such new
Subcustodian's eligibility under Rule 17f-5, including a copy of
the proposed agreement with such Subcustodian.
If the Bank removes any Subcustodian it shall so notify the
Fund and the Custodian in accordance with this Section 2 and shall
move the Property deposited with such Subcustodian to another
Subcustodian or a new Subcustodian, provided that the appointment
of any new Subcustodian will be subject to the requirements set
forth in this Section 2. The Bank shall take steps as may be
required to remove any subcustodian which has ceased to meet the
requirements of this Section 2.
The Bank shall hold Property through a Subcustodian,
securities depository or clearing agency only if (a) such
Subcustodian and any securities depository or clearing agency in
which such Subcustodian or the Bank holds Property, or any for
their creditors, may not assert any right, charge, security
interest, lien, encumbrance or other claim of any kind to such
Property except a claim of payment for its safe custody or
administration and (b) beneficial ownership of such Property may
be freely transferred without the payment of money or value other
than for safe custody or administration.
3. Records. With respect to Property held by a
Subcustodian:
(a) The Bank may hold Property for all of its customers
with a Subcustodian in a single account identified as belonging to
the Bank for the benefit of its customers;
(b) The Bank shall identify on its books as belonging to
the Fund any Property held by a Subcustodian for the Bank's
account;
(c) The Bank shall require that Property held by the
Subcustodian for the Bank's account be identified on the
Subcustodian's books as separate from any other property held by
the Subcustodian other than property of the Bank's customers held
solely for the benefit of customers of the Bank; and
(d) In the event the Subcustodian holds Property in a
securities depository or clearing agency, such Subcustodian shall
be required by its agreement with the Bank to identify on its
books such Property as being held for the account of the Bank as
custodian for its customers or in such other manner as is required
by local law or market practice.
(e) Any Property in an account held by a Subcustodian of
the Bank will be subject only to the instructions of the Bank or
its agent; and any Property held in an eligible foreign securities
depository for the account of a Subcustodian will be subject only
to the instruction of such Subcustodian.
(f) The Bank hereby warrants to the Fund and the Custodian
that each of its branches, each branch of a qualified U.S. bank,
each eligible foreign custodian and each eligible foreign
securities depository holding Property of the fund pursuant to
this Agreement meets the standards established for inclusion in
its sub-custody network set forth in Section 2 of this Agreement.
(g) The Bank hereby warrants to the Fund and the Custodian
that as of the date of this Agreement it is maintaining the
insurance coverage set forth in Exhibit C hereto and hereby agrees
to maintain comparable coverage in a commercially reasonable
manner during the term of this Agreement.
4. Access to Records. The Bank shall allow the Fund's
accountants reasonable access to the Bank's records relating to
the Property held by the Bank as such accountants may reasonably
require in connection with their examination of the Fund's
affairs. The Bank shall also obtain from any Subcustodian (and
shall require each Subcustodian to use reasonable efforts to
obtain from any securities depository or clearing agency in which
it deposits Property) an undertaking, to the extent consistent
with local practice and the laws of the jurisdiction or
jurisdictions to which such Subcustodian, securities depository or
clearing agency is subject, to permit independent public
accountants such reasonable access to the records of such
Subcustodian, securities depository or clearing agency as may be
reasonably required in connection with the examination of the
Fund's affairs or to take such other actions as the Bank in its
judgment may deem sufficient to ensure such reasonable access.
5. Reports. the Bank will supply to the Fund, in care of
its investment adviser, and the Custodian at least monthly a
statement with respect to any property in an Account held by each
Subcustodian, including an identification of the entity having
possession of such Property, and the Bank will send to the Fund
and the Custodian an advice or notification of any transfers of
Property to or from the Account, indicating, as to Property
acquired for an Investment Portfolio of the Fund, the identity of
the entity having physical possession of such Property. The Bank
shall also provide to the Fund, on an annual basis, a report
confirming that the arrangements hereunder remain in compliance
with the terms of this Agreement.
6. Payment of Monies. The Bank shall make, or cause any
Subcustodian to make, payments from monies being held in the
Accounts only in accordance with Authorized Instructions or as
provided in Sections 9, 13 and 17.
The Bank may act as the Fund's agent or act as a principal
in foreign exchange transactions at such rates as are agreed from
time to time between the Fund and the Bank.
7. Transfer of Securities. The Bank shall make, or cause
any Subcustodian to make, transfers, exchanges or deliveries of
Securities only in accordance with Authorized Instructions or as
provided in Sections 9, 13 and 17.
8. Corporation Action. (a) The Bank shall notify the
Fund of details of all corporate actions affecting the Fund's
Securities promptly upon its receipt for such information.
(b) The Bank shall take, or cause any Subcustodian to
take, such corporate action only in accordance with Authorized
Instructions or as provided in this Section 8 or Section 9.
(c) In the event the Fund does not provide timely
Authorized Instructions to the Bank, the Bank shall act in
accordance with the default option provided by local market
practice and/or the issuer of the Securities.
(d) Fractional shares resulting from corporate action
activity shall be treated in accordance with local market
practices.
9. General Authority. In the absence for Authorized
Instructions to the contrary, the Bank may, and may authorize any
Subcustodian to:
(a) make payments to itself or others for expenses of handling
Property or other similar items relating to its duties under this
Agreement, provided that all such payments shall be accounted for
to the Fund;
(b) receive and collect all income and principal with respect to
Securities and to credit cash receipts to the Accounts;
(c) exchange Securities when the exchange is purely ministerial
(including, without limitation, the exchange of interim receipts
or temporary securities for securities in definitive form and the
exchange of warrants, or other documents of entitlement to
securities, for the securities themselves);
(d) surrender Securities at maturity or when called for
redemption upon receiving payment therefor;
(e) execute in the Fund's name such ownership and other
certificates as may be required to obtain the payment of income
from Securities;
(f) pay or cause to be paid, from the Accounts, any and all
taxes and levies in the nature of taxes imposed on Property by an
governmental authority in connection with custody of and
transactions in such Property;
(g) endorse for collection, in the name for the Fund, checks,
drafts and other negotiable instruments;
(h) take non-discretionary action on mandatory corporate
actions; and
(i) in general, attend to all nondiscretionary details in
connection with the custody, sale, purchase, transfer and other
dealings with the Property.
10. Authorized Instructions; Authorized Persons. (a)
Except as otherwise provided in Sections 6 through 9, 13 and 17,
all payments of monies, all transfers, exchanges or deliveries of
Property and all responses to corporate actions shall be made or
taken only upon receipt by the Bank of Authorized Instructions;
provided that such Authorized Instructions are timely received by
the Bank. "Authorized Instructions" of the Fund means
instructions from an Authorized person received by telecopy,
tested telex, electronic link or other electronic means or by such
other means as may be agreed in writing between the Fund and the
Bank.
(b) "Authorized Person" means each of the persons or
entitles identified on Appendix 3 as amended from time to time by
written notice for the Fund to the Bank. The Fund represents and
warrants to the Bank that each Authorized Person listed in
Appendix 3, as amended from time to time, is authorized to issue
Authorized Instructions on behalf of the Fund. Prior to the
delivery of the Property to the Bank, the Bank shall provide a
list of designated system user ID numbers and passwords that the
Fund shall be responsible for assigning to Authorized Persons.
The Bank shall assume that an electronic transmission received and
identified by a system user ID number and password was sent by an
Authorized Person. The Bank agrees to provide additional
designated system issuer ID numbers and passwords as needed by the
Fund. The Fund authorizes the Bank to issue new system user ID
numbers upon the request of a previously existing Authorized
Person. Upon the issuance of additional system user ID numbers by
the Bank to the Fund, Appendix 3 shall be deemed automatically
amended accordingly. The Fund authorizes the Bank to receive, act
and rely upon may Authorized Instructions received by the Bank
which have been issued, or purport to have been issued, by an
Authorized Person.
(c) Any Authorized Person may cancel/correct or otherwise
amend any Authorized Instruction received by the Bank, but the
Fund agrees to indemnify the Bank for any liability, loss or
expense incurred by the Bank and its Subcustodians as a result of
their having relied upon or acted on any prior Authorized
Instruction. An amendment or cancellation of an Authorized
Instruction to deliver or receive any security or funds in
connection with a trade will not be processed once the trade has
settled.
11. Registration of Securities. (a) In the absence of
Authorized Instructions to the contrary, Securities which must be
held in registered form shall be registered in the name of the
Bank or the Bank's nominee or, in the case of Securities in the
custody of an entity other than the Bank, in the name of the Bank,
its Subcustodian or any such entity's nominee. The Bank may,
without notice to the Fund, cause any Securities to be registered
or re-registered in the name of the Fund.
(b) Where the Bank has been instructed by the Fund to bold
any Securities in the name of any person or entity other than the
Bank, its Subcustodian or any such entity's nominee, the Bank
shall not be responsible for any failure to collect such dividends
or other income or participate in any such corporate action with
respect to such Securities.
12. Deposit Accounts. All cash received by the Bank for
the Accounts shall be held by the Bank as a short-term credit
balance in favor for the Fund and, if the Bank and the Fund have
agreed in writing in advance that such credit balances shall bear
interest, the Fund shall earn interest at the rates and times as
agreed between the Bank and the Fund. The Fund acknowledges that
any such credit balances shall not be accompanied by the benefit
of any governmental insurance.
13. Short-Term Credit Exceptions. (a) From time to time,
the Bank may extend or arrange short-term credit for Investment
Portfolios of the Fund which is (i) necessary in connection with
payment and clearance of securities and foreign exchange
transactions or (ii) pursuant to an agreed schedule, as and if set
forth in the Client Services Guide, of credits for dividends and
interest payments on Securities. All such extensions of credit
shall be repayable by such Investment Portfolios on demand.
(b) The Bank shall be entitled to charge such Investment
Portfolio of the Fund interest for any such credit extension at
rates to be agreed upon from time to time or, if such credit is
arranged by the Bank with a third party on behalf of such
Investment Portfolio, such Investment Portfolio shall reimburse
the Bank for any interest charge. In addition to any other
remedies available, the Bank shall be entitled to a right of set-
off against the Property to satisfy the repayment of such credit
extensions and the payment of, or reimbursement for, accrued
interest thereon.
14. Representations and Warranties. (a) The Fund
represents and warrants that (i) the execution, delivery and
performance of this Agreement (including, without limitation, the
ability to obtain the short-term extensions of credit in
accordance with Section 13) are within the Fund's power and
authority and have been duly authorized by all requisite action
(corporate or otherwise) of the Fund and of the beneficial owner
of the Property, if other than the Fund, and (ii) this Agreement
(including, without each extension of short-term credit extended
to or arranged for the benefit of the Fund in accordance with
Section 13) shall at all times constitute a legal, valid and
binding obligation of the Fund enforceable against the Fund in
accordance with its terms, except, as may be limited by
bankruptcy, insolvency or other similar laws, affecting the
enforcement of creditors' rights in general and subject to the
effect of general principles of equity (regardless of whether
considered in a proceeding in equity or at law).
(b) The Custodian represents and warrants that (i) the
execution, delivery and performance of this Agreement are within
the Custodian's power and authority and have been duly authorized
by all requisite action (corporate or otherwise) of the Custodian
and (ii) this Agreement constitutes the legal, valid and binding
obligation of the Custodian enforceable against the Custodian in
accordance with its terms, except as may be limited by bankruptcy,
insolvency or other similar laws affecting the enforcement of
creditors' rights in general and subject to the effect of general
principles of equity (regardless of whether considered in a
proceeding in equity or at law).
(c) The Bank represents and warrants that (i) the
execution, delivery and performance of this Agreement are within
the Bank's power and authority and have been duly authorized by
all requisite action (corporate or otherwise) of the Bank and (ii)
this Agreement constitutes the legal, valid and binding obligation
of the Bank enforceable against the Banking accordance with its
terms, except as may be limited by bankruptcy, insolvency or other
similar laws affecting the enforcement of creditors' rights in
general subject to the effect of general principles of equity
(regardless of whether considered in a proceeding in equity or at
law).
15. Standard of Care; Indemnification. (a) The bank
shall be responsible for the performance of only such duties as
are set forth in this Agreement or contained in Authorized
Instructions given to the bank which are not contrary to the
provisions of any relevant law or regulation. The Bank shall be
liable to the Fund for any loss, liability or expense inured by
the Fund in connection with this Agreement to the extent that any
such loss, liability or expense results from the negligence or
willful misconduct of the Bank or any Subcustodian; provided,
however that neither the Bank nor any Subcustodian shall be liable
to the Fund for any indirect, special or consequential damages.
(b) The Fund acknowledges that the Property may be
physically held outside the United States. The Bank shall not be
liable for any loss, liability or expense resulting from events
beyond the reasonable control of the Bank, including, but not
limited to, force majeure.
(c) In addition, the Fund and the Custodian jointly and
severally, shall indemnify the Bank and Subcustodians and any
nominee for, and hold each of them harmless from, any liability,
loss or expenses (including attorneys' fees and disbursements)
incurred in connection with this Agreement, including without
limitation, (i) as a result of the Bank having acted or relied
upon any Authorized Instructions or (ii) arising out of any such
person acting as a nominee or holder of record of Securities.
16. Fees; Liens. The Fund shall pay to the Bank from time
to time such compensation for its services pursuant to this
Agreement as may be mutually agreed upon as well as the Bank's
out-of-pocket and incidental excess. The Fund shall hold the Bank
harmless from any liability or loss resulting from any taxes or
other governmental charges, and any expenses related thereto,
which may be imposed or assessed with respect to the Accounts or
any Property held therein. The Bank is, and any Subcustodians
are, authorized to charge the Accounts for such items. The Fund
shall grant the Bank a lien on the Property of an Investment
Portfolio to the extent necessary: (1) to cover any temporary
short-term credit extensions with respect to that Investment
Portfolio under Section 13 of this Agreement, and (2) to cover any
temporary borrowing in connection with fees payable hereunder for
safe custody or administration with respect to that Investment
Portfolio.
17. Termination. This Agreement may be terminated by the
Fund, the Custodian or the Bank by 60 days written notice to the
others, sent by registered mail. If notice of termination is
given, the Fund shall, within 30 days following the giving of such
notice, deliver to the Bank a statement in writing specifying the
successor custodian or other person to whom the Bank shall
transfer the Property. In either event, the Bank, subject to the
satisfaction of any lien it may have, shall transfer the Property
to the person so specified. If the Bank does not receive such
statement the Bank, at its election, may transfer the Property to
a bank or trust company established under the laws of the United
States or any state thereof to be held and disposed of pursuant to
the provisions of this Agreement or may continue to hold the
Property until such a statement is delivered to the Bank. In such
event the Bank shall be entitled to fair compensation for its
services during such period as the Bank remains in possessions of
any Property and the provisions of this Agreement relating to the
duties and obligations of the Bank shall remain in full force and
effect; provided, however, that the Bank shall have no obligation
to settle any transactions in Securities for the Accounts. The
provision of Section 15 and 16 shall survive termination of this
Agreement.
18. Investment Advice. The Bank shall not supervise,
recommend or advise the Fund relative to the investment, purchase,
sale, retention or other disposition of any Property held under
this Agreement.
19. Confidentiality. (a) The Bank, its agents and
employees shall maintain the confidentiality of information
covering the Property held in the Accounts of the Fund's
Investment Portfolios, including in dealings with affiliates of
the Bank. In the event the Bank or any Subcustodian is requested
or required to disclose any confidential information concerning
the Property, the Bank shall, to the extent practicable and
legally permissible, promptly notify the Fund of such request or
requirement so that the Fund may seek a protective order or waive
any objection to the Bank's or such Subcustodian's compliance with
this Section 19. In the absence of such a waiver, if the Bank or
such Subcustodian is compelled, in the opinion of its counsel, to
disclose any confidential information, the Bank or such
Subcustodian may disclose such information to such persons as, in
the opinion of counsel, is so required.
(b) The Fund and the Custodian shall maintain the
confidentiality of, and not provide to any third parties absent
the written permission of the Bank, any computer software,
hardware or communications facilities made available to the Fund
or the Custodian or their respective agents by the Bank.
20. Notices. Any notice or other communication to the
Bank, unless otherwise provided by this Agreement or the Client
Services Guide, shall be sent by certified or registered mail to
Morgan Stanley Trust Company, One Pierrepont Plaza, Brooklyn, New
York, 11201, Attention: President, and any notice to the Fund or
the Custodian is to be mailed postage prepaid, addressed to the
Fund or the Custodian, as the case may be, at the address
appearing below, or as it may hereafter be changed on the Bank's
records in accordance with written notice from the Fund or the
Custodian, as the case may be.
21. Assignment. This contract may not be assigned by any
party without the prior written approval of the others.
22. Miscellaneous. (a) This Agreement shall bind the
successors and assigns of the Fund, the Custodian and the Bank.
(b) This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York without
regard to its conflicts of law rules and to the extent not
preempted by federal law. The Fund, the Custodian and the Bank
hereby irrevocably submit to the exclusive jurisdiction of any New
York State court or any Untied States District Court located in
the State of New York in any action or preceeding arising out of
this Agreement and hereby irrevocably waive any objection to the
venue of any such action or proceeding brought in any such court
or any defense of an inconvenient forum.
(c) It is understood and expressly stipulated that neither
the holders of shares of the Fund nor any trustee, officer, agent
or employee of the Fund shall be personally liable hereunder, nor
shall any resort be had to other private property for the
satisfaction of any claim or obligation hereunder, but the Fund
only shall be liable.
In witness whereof, the parties hereto have set their hands
as of the date first above written.
[Insert Name of Fund]
By:
Name:
Title:
Address for record:
[Insert Name of Custodian]
By:
Name:
Title:
Address for record:
Accepted:
MORGAN STANLEY TRUST COMPANY
By:
Authorized Signature
APPENDIX 1
Account Documentation
REQUIRED DOCUMENTATION FOR CORE CUSTODIAL SERVICES (INCLUDING TAX
RECLAIMS):
CUSTODY AGREEMENT
CLIENT SERVICES GUIDE (INCLUDING APPENDICES)
FEE SCHEDULE/BILLING GUIDE
GENERAL ACCOUNT INFORMATION
US TAX AUTHORITY DOCUMENTATION
LOCAL TAX OFFICE LETTER/APPLICATION LETTER
(NON-UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
FORM 6166/REQUEST FOR FOREIGN CERTIFICATION FORM
(UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
CERTIFICATION OF BENEFICIAL OWNERSHIP, LEGAL NAME, LEGAL
RESIDENCY, TAX STATUS AND TAX IDS
TAX RECLAIM POWER FOR ATTORNEY
PREVIOUS TAX RECLAIM FILING INFORMATION
(PREVIOUS FILERS, ONLY)
UK TAX AUTHORITY DOCUMENTATION
SOPHISTICATED INVESTOR (ACCREDITED INVESTOR) LETTER
(UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
DOCUMENTATION THAT IS REQUIRED FROM AN ENTITY CLASSIFIED AS TAX-
EXEMPT BY ITS LOCAL TAX AUTHORITY:
UK FORM 4338
(EXEMPT NON-UNITED KINGDOM-RESIDENT BENEFICIAL OWNERS, ONLY)
UK FORM 309A
(EXEMPT UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
FOREIGN EXEMPTION LETTERS/APPLICATION FOR AUSTRALIAN EXEMPTION
LETTER
(EXEMPT BENEFICIAL OWNERS, ONLY)
DOCUMENTATION THAT IS REQUIRED ONLY IF YOU WILL USE THE PROXY
VOTING SERVICE:
VOTING POWER OF ATTORNEY
DOCUMENTATION THAT IS REQUIRED ONLY IF YOU WILL DEAL IN CERTAIN
SECURITIES:
JGB INDEMNIFICATION LETTER
KOREAN SECURITIES POWER OF ATTORNEY
NEW ZEALAND 'APPROVED ISSUER LEVY; LETTER
SPANISH POWER OF ATTORNEY WITH APOSTILE
APPENDIX 2
Client Accounts
Account Name Account Number Account Mnemonic
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
APPENDIX 3
Part I - Authorized Signatures
The Bank is directed to accept and act upon Authorized
Instructions received from any of the following persons or
entities:
Name Organization Title Telephone/
Authorized
Fax Signature
Authorized by:
*Part II - System User ID numbers
The Bank is directed to accept and act upon Authorized
Instructions transmitted electronically and identified with the
following mnemonics and system user ID numbers for the following
activities:
Work Station Account Workstation Sessions
User ID Mnemonic Number TE TCC SL FE CM
MA TD
Workstation Session Codes
TE Trade Entry
TCC Trade Cancel/Correct
SL Securities Lending
FE Foreign Exchange
CM Cash Movement
MA Mass Authorization
TD Time Deposit
EXHIBIT A
Subcustodians
16
shared/bankgrp/munder/parta/pea23/exh8f.doc
shared/bankgrp/munder/parta/pea23/exh8f.doc
EXHIBIT 8(g)
FORM OF NOTICE
TO CUSTODY AGREEMENT
Comerica Bank
One Detroit Center
500 Woodward Avenue
Detroit, Michigan 48226
Gentlemen:
Reference is made to the Custody Agreement between us dated
as of May 1, 1995 (the "Agreement").
Pursuant to the Agreement, this letter is to provide notice
of the creation of three additional investment portfolios of The
Munder Funds, Inc., namely the Munder All-Season Conservative
Fund, the Munder All-Season Moderate Fund and the Munder All-
Season Aggressive Fund (the "New Portfolios").
We request that you act as Custodian under the Agreement
with respect to the New Portfolios.
If the foregoing is in accordance with your understanding,
please so indicate by signing and returning to us the enclosed
copy hereof.
Very truly yours,
The Munder Funds, Inc.
By:
Accepted:
Comerica Bank
Date: By:
SHARED\BANKGRP\MUNDER\PARTA\PEA23\EXH8G.DOC
P:\SHARED\BANKGRP\MUNDER\AGREEMEN\CUSTODY\NOTICEAA.DOC
EXHIBIT 9(f)
FORM OF
AMENDMENT TO TRANSFER AGENCY AND REGISTRAR AGREEMENT
THIS AMENDMENT dated as of _________, 1997 (the "Amendment")
is made to the Transfer Agency and Registrar Agreement, dated as
of the 19th day of June, 1995 (the "Agreement") between THE MUNDER
FUNDS, INC. (the "Company") and FIRST DATA INVESTOR SERVICES
GROUP, INC. ("FDISG") (then known as The Shareholder Services
Group, Inc.).
The Company and FDISG agree that the Agreement shall, as of
the date first written above, be amended as follows:
1. Schedule A, "Fee Schedule," of the Agreement shall be
deleted in its entirety and the Schedule A attached hereto shall
be substituted in its place:
2. Exhibit 1 to the Agreement shall be deleted in its entirety
and Exhibit 1 attached hereto shall be substituted in its place.
In all other respects, the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers, as of
the day and year first written above.
THE MUNDER FUNDS INC.
By: _____________________________
Title:_____________________________
FIRST DATA INVESTOR SERVICES GROUP, INC.
By: _____________________________
Title:_____________________________
TRANSFER AGENT FEES
All Funds except the Munder All-Season Conservative Fund, Munder
All-Season Aggressive Fund and Munder All-Season Moderate Fund
1) Asset
Based Charge:
Based on the total net assets
of the companies (as defined
below*)
First $2.8 billion of net
assets @ 2.0 basis points
Next $2.2 billion of aggregate
net assets @ 1.5 basis points
Over $5 billion of aggregate
net assets @ 1.0 basis points
Other
Fees:
IRA accounts will be charged
$10.00 per annum
NSCC Transaction Charge is $.15
per financial transaction
2) System
Development:
Client defined system
enhancements will be agreed
upon by Transfer Agent and
Munder Capital and billed at a
rate of $100.00 per hour
* Companies shall include The Munder Funds Trust, The Munder
Funds, Inc. (other than the Munder All-Season Conservative Fund,
Munder All-Season Aggressive Fund and Munder All-Season Moderate
Fund) and the Liquidity Plus Money Market Fund of St. Clair Funds,
Inc.
Munder All-Season Conservative Fund, Munder All-Season
Aggressive Fund and Munder All-Season Moderate Fund
$36,000 per Fund, assuming no more than three classes of
shares per Fund for a total annual fee of $108,000.
Exhibit 1
LIST OF PORTFOLIOS
dated ___________, 1997
Munder Multi-Season Growth Fund
Munder Real Estate Equity Investment Fund
Munder Mid-Cap Growth Fund
Munder Value Fund
Munder Money Market Fund
NetNet Fund
Munder International Bond Fund
Munder Small Cap Value Fund
Munder Equity Selection Fund
Munder Micro-Cap Equity Fund
Munder Short Term Treasury Fund
Munder All-Season Conservative Fund
Munder All-Season Aggressive Fund
Munder All-Season Moderate Fund
shared/bankgrp/munder/parta/pea23/exh9f.doc
EXHIBIT 9(l)
FORM OF
AMENDMENT TO ADMINISTRATION AGREEMENT
THIS AMENDMENT dated as of _________, 1997 (the "Amendment")
is made to the Administration Agreement, dated as of the 1st day
of May, 1995 (the "Agreement") between THE MUNDER FUNDS, INC. (the
"Company") and FIRST DATA INVESTOR SERVICES GROUP, INC. ("FDISG")
(then known as The Shareholder Services Group, Inc.).
The Company and FDISG agree that the Agreement shall, as of
the date first written above, be amended as follows:
1. The Fee Schedule of the Agreement shall be deleted in its
entirety and the Fee Schedule attached hereto shall be substituted
in its place:
2. Schedule A to the Agreement shall be deleted in its entirety
and Schedule A attached hereto shall be substituted in its place.
In all other respects, the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers, as of
the day and year first written above.
THE MUNDER FUNDS, INC.
By: _____________________________
Title:_____________________________
FIRST DATA INVESTOR SERVICES GROUP, INC.
By: _____________________________
Title:_____________________________
FEE SCHEDULE FOR
ADMINISTRATION AND
FUND ACCOUNTING SERVICES
All Funds except the Munder All-Season Conservative Fund, Munder
All-Season Aggressive Fund and Munder All-Season Moderate Fund
A. FEES FOR ADMINISTRATION SERVICES -- (Fund
Administration and Fund Accounting)
The following annual Fund Administration fees apply:
.12% of the first $2.8 billion of the average daily net assets of
the Companies (as defined below); and
.105% of the next $2.2 billion of the Companies average daily net
assets; and
.10% of the Companies average daily net assets over $5 billion.
"Companies" shall include The Munder Funds Trust, the Liquidity
Plus Money Market Fund of St. Clair Funds, Inc., The Munder Funds,
Inc. (other than the Munder All-Season Conservative Fund, Munder
All-Season Aggressive Fund and Munder All-Season Moderate Fund)
and The Munder Framlington Funds Trust.
B. MINIMUM FEES
For Fund Administration Services, a minimum fee of $1.2
million per annum will apply in the aggregate for all funds of the
Companies.
Munder All-Season Conservative Fund, Munder All-Season
Aggressive Fund and Munder All-Season Moderate Fund
A. FEES FOR ADMINISTRATION SERVICES -- (Fund
Administration and Fund Accounting)
The following annual Fund Administration fees apply:
$30,000 per annum for each Fund
SCHEDULE A
FUNDS
Munder Multi-Season Growth Fund
Munder Real Estate Equity Investment Fund
Munder Mid-Cap Growth Fund
Munder Value Fund
Munder Money Market Fund
NetNet Fund
Munder International Bond Fund
Munder Small Cap Value Fund
Munder Equity Selection Fund
Munder Micro-Cap Equity Fund
Munder Short Term Treasury Fund
Munder All-Season Conservative Fund
Munder All-Season Aggressive Fund
Munder All-Season Moderate Fund
shared/bankgrp/munder/parta/pea23/exh9l.doc
EXHIBIT 11(e)
THE MUNDER FUNDS TRUST
POWER OF ATTORNEY
The undersigned, Charles W. Elliott, whose signature appears
below, does hereby constitute and appoint Lisa Anne Rosen, Julie
A. Tedesco, Teresa M.R. Hamlin and Paul F. Roye his true and
lawful attorneys and agents to execute in his name, place and
stead, in his capacity as trustee or officer, or both, of The
Munder Funds Trust (the "Trust"), the Registration Statement of
the Trust on Form N-1A, any amendments thereto, and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power of substitution and re-
substitution; and said attorneys shall have full power and
authority to do and perform in the name and on the behalf of the
undersigned trustee and/or officer of the Trust, in any and all
capacities, every act whatsoever requisite or necessary to be done
in the premises, as fully and to all intents and purposes as the
undersigned trustee and/or officer of the Trust might or could do
in person, said acts of said attorney being hereby ratified and
approved.
/s/ Charles W. Elliott
Charles W. Elliott
Dated: February 4, 1997
THE MUNDER FUNDS TRUST
POWER OF ATTORNEY
The undersigned, Joseph E. Champagne, whose signature
appears below, does hereby constitute and appoint Lisa Anne Rosen,
Julie A. Tedesco, Teresa M.R. Hamlin and Paul F. Roye his true and
lawful attorneys and agents to execute in his name, place and
stead, in his capacity as trustee or officer, or both, of The
Munder Funds Trust (the "Trust"), the Registration Statement of
the Trust on Form N-1A, any amendments thereto, and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power of substitution and re-
substitution; and said attorneys shall have full power and
authority to do and perform in the name and on the behalf of the
undersigned trustee and/or officer of the Trust, in any and all
capacities, every act whatsoever requisite or necessary to be done
in the premises, as fully and to all intents and purposes as the
undersigned trustee and/or officer of the Trust might or could do
in person, said acts of said attorney being hereby ratified and
approved.
/s/ Joseph E. Champagne
Joseph E. Champagne
Dated: February 4, 1997
THE MUNDER FUNDS TRUST
POWER OF ATTORNEY
The undersigned, Arthur D. Rodecker, whose signature appears
below, does hereby constitute and appoint Lisa Anne Rosen, Julie
A. Tedesco, Teresa M.R. Hamlin and Paul F. Roye his true and
lawful attorneys and agents to execute in his name, place and
stead, in his capacity as trustee or officer, or both, of The
Munder Funds Trust (the "Trust"), the Registration Statement of
the Trust on Form N-1A, any amendments thereto, and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power of substitution and re-
substitution; and said attorneys shall have full power and
authority to do and perform in the name and on the behalf of the
undersigned trustee and/or officer of the Trust, in any and all
capacities, every act whatsoever requisite or necessary to be done
in the premises, as fully and to all intents and purposes as the
undersigned trustee and/or officer of the Trust might or could do
in person, said acts of said attorney being hereby ratified and
approved.
/s/ Arthur D. Rodecker
Arthur D. Rodecker
Dated: February 4, 1997
THE MUNDER FUNDS TRUST
POWER OF ATTORNEY
The undersigned, Jack L. Otto, whose signature appears
below, does hereby constitute and appoint Lisa Anne Rosen, Julie
A. Tedesco, Teresa M.R. Hamlin and Paul F. Roye his true and
lawful attorneys and agents to execute in his name, place and
stead, in his capacity as trustee or officer, or both, of The
Munder Funds Trust (the "Trust"), the Registration Statement of
the Trust on Form N-1A, any amendments thereto, and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power of substitution and re-
substitution; and said attorneys shall have full power and
authority to do and perform in the name and on the behalf of the
undersigned trustee and/or officer of the Trust, in any and all
capacities, every act whatsoever requisite or necessary to be done
in the premises, as fully and to all intents and purposes as the
undersigned trustee and/or officer of the Trust might or could do
in person, said acts of said attorney being hereby ratified and
approved.
/s/ Jack L. Otto
Jack L. Otto
Dated: February 4, 1997
THE MUNDER FUNDS TRUST
POWER OF ATTORNEY
The undersigned, Thomas B. Bender, whose signature appears
below, does hereby constitute and appoint Lisa Anne Rosen, Julie
A. Tedesco, Teresa M.R. Hamlin and Paul F. Roye his true and
lawful attorneys and agents to execute in his name, place and
stead, in his capacity as trustee or officer, or both, of The
Munder Funds Trust (the "Trust"), the Registration Statement of
the Trust on Form N-1A, any amendments thereto, and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power of substitution and re-
substitution; and said attorneys shall have full power and
authority to do and perform in the name and on the behalf of the
undersigned trustee and/or officer of the Trust, in any and all
capacities, every act whatsoever requisite or necessary to be done
in the premises, as fully and to all intents and purposes as the
undersigned trustee and/or officer of the Trust might or could do
in person, said acts of said attorney being hereby ratified and
approved.
/s/ Thomas B. Bender
Thomas B. Bender
Dated: February 4, 1997
THE MUNDER FUNDS TRUST
POWER OF ATTORNEY
The undersigned, David J. Brophy, whose signature appears
below, does hereby constitute and appoint Lisa Anne Rosen, Julie
A. Tedesco, Teresa M.R. Hamlin and Paul F. Roye his true and
lawful attorneys and agents to execute in his name, place and
stead, in his capacity as trustee or officer, or both, of The
Munder Funds Trust (the "Trust"), the Registration Statement of
the Trust on Form N-1A, any amendments thereto, and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power of substitution and re-
substitution; and said attorneys shall have full power and
authority to do and perform in the name and on the behalf of the
undersigned trustee and/or officer of the Trust, in any and all
capacities, every act whatsoever requisite or necessary to be done
in the premises, as fully and to all intents and purposes as the
undersigned trustee and/or officer of the Trust might or could do
in person, said acts of said attorney being hereby ratified and
approved.
/s/ David J. Brophy
David J. Brophy
Dated: February 4, 1997
THE MUNDER FUNDS TRUST
POWER OF ATTORNEY
The undersigned, Thomas D. Eckert, whose signature appears
below, does hereby constitute and appoint Lisa Anne Rosen, Julie
A. Tedesco, Teresa M.R. Hamlin and Paul F. Roye his true and
lawful attorneys and agents to execute in his name, place and
stead, in his capacity as trustee or officer, or both, of The
Munder Funds Trust (the "Trust"), the Registration Statement of
the Trust on Form N-1A, any amendments thereto, and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power of substitution and re-
substitution; and said attorneys shall have full power and
authority to do and perform in the name and on the behalf of the
undersigned trustee and/or officer of the Trust, in any and all
capacities, every act whatsoever requisite or necessary to be done
in the premises, as fully and to all intents and purposes as the
undersigned trustee and/or officer of the Trust might or could do
in person, said acts of said attorney being hereby ratified and
approved.
/s/ Thomas D. Eckert
Thomas D. Eckert
Dated: February 4, 1997
THE MUNDER FUNDS TRUST
POWER OF ATTORNEY
The undersigned, Terry H. Gardner, whose signature appears
below, does hereby constitute and appoint Lisa Anne Rosen, Julie
A. Tedesco, Teresa M.R. Hamlin and Paul F. Roye his true and
lawful attorneys and agents to execute in his name, place and
stead, in his capacity as trustee or officer, or both, of The
Munder Funds Trust (the "Trust"), the Registration Statement of
the Trust on Form N-1A, any amendments thereto, and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power of substitution and re-
substitution; and said attorneys shall have full power and
authority to do and perform in the name and on the behalf of the
undersigned trustee and/or officer of the Trust, in any and all
capacities, every act whatsoever requisite or necessary to be done
in the premises, as fully and to all intents and purposes as the
undersigned trustee and/or officer of the Trust might or could do
in person, said acts of said attorney being hereby ratified and
approved.
/s/ Terry H. Gardner
Terry H. Gardner
Dated: February 4, 1997
THE MUNDER FUNDS TRUST
POWER OF ATTORNEY
The undersigned, Lee P. Munder, whose signature appears
below, does hereby constitute and appoint Lisa Anne Rosen, Julie
A. Tedesco, Teresa M.R. Hamlin and Paul F. Roye his true and
lawful attorneys and agents to execute in his name, place and
stead, in his capacity as trustee or officer, or both, of The
Munder Funds Trust (the "Trust"), the Registration Statement of
the Trust on Form N-1A, any amendments thereto, and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power of substitution and re-
substitution; and said attorneys shall have full power and
authority to do and perform in the name and on the behalf of the
undersigned trustee and/or officer of the Trust, in any and all
capacities, every act whatsoever requisite or necessary to be done
in the premises, as fully and to all intents and purposes as the
undersigned trustee and/or officer of the Trust might or could do
in person, said acts of said attorney being hereby ratified and
approved.
/s/ Lee P. Munder
Lee P. Munder
Dated: February 4, 1997
THE MUNDER FUNDS TRUST
POWER OF ATTORNEY
The undersigned, John Rakolta, Jr., whose signature appears
below, does hereby constitute and appoint Lisa Anne Rosen, Julie
A. Tedesco, Teresa M.R. Hamlin and Paul F. Roye his true and
lawful attorneys and agents to execute in his name, place and
stead, in his capacity as trustee or officer, or both, of The
Munder Funds Trust (the "Trust"), the Registration Statement of
the Trust on Form N-1A, any amendments thereto, and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power of substitution and re-
substitution; and said attorneys shall have full power and
authority to do and perform in the name and on the behalf of the
undersigned trustee and/or officer of the Trust, in any and all
capacities, every act whatsoever requisite or necessary to be done
in the premises, as fully and to all intents and purposes as the
undersigned trustee and/or officer of the Trust might or could do
in person, said acts of said attorney being hereby ratified and
approved.
/s/ John Rakolta, Jr.
John Rakolta, Jr.
Dated: February 4, 1997
shared/bankgrp/munder/parta/pea23/exh11e.doc
EXHIBIT 18
THE MUNDER FUNDS INC.
FORM OF
Amended and Restated Multi-Class Plan
Introduction
The purpose of this Plan is to specify the attributes of the
five classes of shares offered by The Munder Funds Inc. (the
"Company"), including the sales loads, expense allocations,
conversion features and exchange features of each class, as
required by Rule 18f-3 under the Investment Company Act of 1940,
as amended (the "1940 Act").
Each of the Company's investment portfolios (each, a
"Fund"), other than the Munder All-Season Conservative Fund, the
Munder All-Season Moderate Fund and the Munder All-Season
Aggressive Fund (together, the "Asset Allocation Funds") and Money
Market Fund, issues its shares of common stock in five classes:
"Class A" Shares, "Class B" Shares, "Class C" Shares, "Class K"
Shares and "Class Y" Shares. The Money Market Fund issues its
shares of common stock in four classes: "Class A" Shares, "Class
B" Shares, "Class C" Shares and "Class Y" Shares. Each of the
Asset Allocation Funds issues its shares of common stock in three
classes: "Class A" Shares, "Class B" Shares and "Class Y" Shares.
Shares of each Class of a Fund shall represent an equal pro rata
interest in such Fund, and generally, shall have identical voting,
dividend, liquidation and other rights, preferences, powers,
restrictions, limitations, qualifications, and terms and
conditions, except that: (a) each Class shall have a different
designation; (b) each Class may have a different sales charge
structure; (c) each Class of shares shall bear any Class Expenses,
as defined below; (d) each Class shall have exclusive voting
rights on any matter submitted to shareholders that relates solely
to its arrangement and each Class shall have separate voting
rights on any matter submitted to shareholders in which the
interests of one Class differ from the interests of any other
Class; and (e) each Class may have different exchange and/or
conversion features as described below.
Allocation of Expenses
To the extent practicable, certain expenses (other than
Class Expenses as defined below which shall be allocated more
specifically), shall be subtracted from the gross income allocated
to each Class of a Fund on the basis of net assets of each Class
of the Fund. These expenses include:
(1) Expenses incurred by the Company (for example, fees of
Directors, auditors, and legal counsel) not attributable to a
particular Fund or to a particular Class of shares of a Fund
("Company Level Expenses"); and
(2) Expenses incurred by a Fund not attributable to any
particular Class of the Fund's shares (for example, advisory fees,
custodial fees, or other expenses relating to the management of
the Fund's assets) ("Fund Expenses").
Expenses attributable to a particular Class ("Class
Expenses") shall be limited to: (i) payments made pursuant to a
Service Plan, Service and Distribution Plan or Shareholder
Servicing Plan; (ii) transfer agent fees attributable to a
specific Class; (iii) printing and postage expenses related to
preparing and distributing materials such as shareholder reports,
prospectuses and proxies to current shareholders of a specific
Class; (iv) Blue Sky fees incurred by a Class; (v) Securities and
Exchange Commission registration fees incurred by a Class; (vi)
the expense of administrative personnel and services to support
the shareholders of a specific Class; (vii) litigation or other
legal expenses relating solely to one Class; and (viii) Directors'
fees incurred as a result of issues relating solely to one Class.
Expenses in category (i) above must be allocated to the Class for
which such expenses are incurred. For all other "Class Expenses"
listed in categories (ii) - (viii) above, the President and Chief
Financial Officer shall determine, subject to Board approval or
ratification, which of such categories of expenses will be treated
as Class Expenses, consistent with applicable legal principles
under the Act and the Internal Revenue Code of 1986, as amended,
any private letter ruling with respect to the Company issued by
the Internal Revenue Service.
Therefore, expenses of a Fund shall be apportioned to each
Class of shares depending upon the nature of the expense item.
Company Level Expenses and Fund Expenses will be allocated among
the Classes of shares based on their relative net asset values.
Approved Class Expenses shall be allocated to the particular Class
to which they are attributable. In addition, certain expenses may
be allocated differently if their method of imposition changes.
Thus, if a Class Expense can no longer be attributed to a Class,
it shall be charged to a Fund for allocation among Classes, as may
be appropriate; however, any additional Class Expenses not
specifically identified above which are subsequently identified
and determined to be properly allocated to one Class of shares
shall not be so allocated until approved by the Board of Directors
of the Company in light of the requirements of the Act and the
Internal Revenue Code of 1986, as amended.
Class A Shares
Class A Shares of a Fund are offered at net asset value
plus, for Funds other than the Money Market Fund, an initial sales
charge as set forth in the then-current prospectus of the Fund.
The initial sales charge may be waived or reduced on certain types
of purchases as set forth in a Fund's then-current prospectus. A
contingent deferred sales charge may apply to certain redemptions
made within a specified period as set forth in the Fund's then-
current prospectus. Class A Shares of a Fund may be exchanged for
Class A Shares of another fund of the Company, The Munder
Framlington Funds Trust or The Munder Funds Trust subject to any
sales charge differentia.
Class A Shares of the Funds pay a Rule 12b-1 service fee of
up to 0.25% (annualized) of the average daily net assets of a
Fund's Class A Shares. Distribution and support services provided
by brokers, dealers and other institutions may include forwarding
sales literature and advertising materials provided by the
Company's distributor; processing purchase, exchange and
redemption requests from customers placing orders with the
Company's transfer agent; processing dividend and distribution
payments from the Funds of the Company on behalf of customers;
providing information periodically to customers showing their
positions in Class A Shares; providing sub-accounting with respect
to Class A Shares beneficially owned by customers or the
information necessary for sub-accounting; responding to inquiries
from customers concerning their investment in Class A Shares;
arranging for bank wires; and providing such other similar
services as may reasonably be requested.
Class B Shares
Class B Shares of the Funds are offered without an initial
sales charge but are subject to a contingent deferred sales charge
payable upon certain redemptions as set forth in the Fund's then-
current prospectus. Class B Shares of a Fund may be exchanged for
Class B Shares of another fund of the Company, The Munder
Framlington Funds Trust or The Munder Funds Trust subject to any
sales charge differential.
Class B Shares of a Fund will automatically convert to Class
A Shares of the Fund on the first business day of the month in
which the sixth anniversary of the issuance of the Class B Shares
occurs. The conversion will be effected at the relative net asset
values per share of the two classes.
Class B Shares pay a Rule 12b-1 service fee of up to 0.25%
(annualized) and a distribution fee of up to 0.75% (annualized) of
the average daily net assets of a Fund's Class B Shares. Brokers,
dealers and other institutions may maintain Class B shareholder
accounts and provide personal services to Class B shareholders.
Services relating to the sale of Class B Shares may include, but
not be limited to, preparation, printing and distribution of
prospectuses, sales literature and advertising materials by the
Company's distributor, or, as applicable, brokers, dealers or
other institutions; commissions, incentive compensation or other
compensation to, and expenses of, account executives or other
employees of the Company's distributor or brokers, dealers and
other institutions; overhead and other office expenses of the
Company's distributor attributable to distribution or sales
support activities; and opportunity costs related to the foregoing
(which may be calculated as a carrying charge on the Company's
distributor unreimbursed expenses) incurred in connection with
distribution or sales support activities. The overhead and other
office expenses referenced above may include, without limitation,
(a) the expenses of operating the Company's distributor's offices
in connection with the sale of the Class B Shares of the Funds,
including lease costs, the salaries and employee benefit costs of
administrative, operations and support personnel, utility costs,
communication costs and the costs of stationery and supplies, (b)
the costs of client sales seminars and travel related to
distribution and sales support activities, and (c) other expenses
relating to distribution and sales support activities.
Class C Shares
Class C Shares of the Funds are offered at net asset value.
A contingent deferred sales charge may apply to certain
redemptions made within the first year of investing as set forth
in the relevant Fund's then-current prospectus. Class C Shares of
a Fund may be exchanged for Class C Shares of another fund of the
Company, The Munder Framlington Funds Trust or The Munder Funds
Trust subject to any sales charge differential.
Class C Shares pay a Rule 12b-1 service fee of up to 0.25%
(annualized) and a distribution fee of up to 0.75% (annualized) of
the average daily net assets of a Fund's Class C Shares. Brokers,
dealers and other institutions may maintain Class C shareholder
accounts and provide personal services to Class C shareholders.
Services relating to the sale of Class C Shares may include, but
not be limited to, preparation, printing and distribution of
prospectuses, sales literature and advertising materials by the
Company's distributor, or, as applicable, brokers, dealers or
other institutions; commissions, incentive compensation or other
compensation to, and expenses of, account executives or other
employees of the Company's distributor or brokers, dealers and
other institutions; overhead and other office expenses of the
Company's distributor attributable to distribution or sales
support activities; and opportunity costs related to the foregoing
(which may be calculated as a carrying charge on the Company's
distributor unreimbursed expenses) incurred in connection with
distribution or sales support activities. The overhead and other
office expenses referenced above may include, without limitation,
(a) the expenses of operating the Company's distributor's offices
in connection with the sale of the Class C Shares of the Funds,
including lease costs, the salaries and employee benefit costs of
administrative, operations and support personnel, utility costs,
communication costs and the costs of stationery and supplies, (b)
the costs of client sales seminars and travel related to
distribution and sales support activities, and (c) other expenses
relating to distribution and sales support activities.
Class Y Shares
Class Y Shares of a Fund are offered at net asset value.
Class Y Shares of a Fund may be exchanged for Class Y Shares of
another fund of the Company, The Munder Framlington Funds Trust or
The Munder Funds Trust without the imposition of a sales charge.
Class K Shares
Class K Shares of a Fund are offered at net asset value.
Class K Shares of a Fund may be exchanged for Class K Shares of
another fund of the Company, The Munder Framlington Funds Trust or
The Munder Funds Trust without the imposition of a sales charge.
Class K Shares pay a service fee of up to 0.25% (annualized)
of the average daily net assets of a Fund's Class K Shares.
Services provided by brokers, dealers and other institutions for
such service fees include: processing purchase, exchange and
redemption requests from customers and placing orders with the
Company's transfer agent; processing dividend and distribution
payments from the Funds on behalf of customers; providing
information periodically to customers showing their positions in
Class K Shares; providing sub-accounting with respect to Class K
Shares beneficially owned by customers or the information
necessary for sub-accounting; responding to inquiries from
customers concerning their investment in Class K Shares; arranging
for bank wires; and providing such other similar services as may
reasonably be requested.
4
shared/bankgrp/munder/parta/pea23/exh18b.doc
shared/bankgrp/munder/parta/pea23/exh18b.doc
[ARTICLE] 6
[SERIES]
[NUMBER] 071
[NAME]NetNet Fund
<TABLE>
<S> <C>
[PERIOD-TYPE] 5-MOS
[FISCAL-YEAR-END] JUN-30-1997
[PERIOD-END] DEC-31-1996
[INVESTMENTS-AT-COST] 1,230,558
[INVESTMENTS-AT-VALUE] 1,303,875
[RECEIVABLES] 297
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 19,528
[TOTAL-ASSETS] 1,323,700
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 3,405
[TOTAL-LIABILITIES] 3,405
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 1,189,110
[SHARES-COMMON-STOCK] 104,428
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] (1,461)
[ACCUMULATED-NET-GAINS] 59,329
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 73,317
[NET-ASSETS] 1,320,295
[DIVIDEND-INCOME] 65
[INTEREST-INCOME] 3,461
[OTHER-INCOME] 0
[EXPENSES-NET] 4,987
[NET-INVESTMENT-INCOME] (1,461)
[REALIZED-GAINS-CURRENT] 89,712
[APPREC-INCREASE-CURRENT] 73,317
[NET-CHANGE-FROM-OPS] 161,568
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] (30,383)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 102,015
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 2,413
[NET-CHANGE-IN-ASSETS] 1,320,295
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 3,325
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 7,432
[AVERAGE-NET-ASSETS] 905,565
[PER-SHARE-NAV-BEGIN] 10.00
[PER-SHARE-NII] (0.01)
[PER-SHARE-GAIN-APPREC] 2.97
[PER-SHARE-DIVIDEND] 0.00
[PER-SHARE-DISTRIBUTIONS] (0.32)
[RETURNS-OF-CAPITAL] 0.00
[PER-SHARE-NAV-END] 12.64
[EXPENSE-RATIO] 1.50
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
