MUNDER FUNDS INC, N-14AE, 1998-03-24

MUNDER FUNDS INC
N-14AE, 1998-03-24

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<PAGE>

As filed with the Securities and Exchange Commission
on March 24, 1998. File No. 33-________________

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

/ / Pre-Effective Amendment No. / / Post-Effective Amendment No.

(Check appropriate box or boxes)

THE MUNDER FUNDS, INC.
--------------------------------------------------

(Exact Name of Registrant as Specified in Charter)

(248) 647-9201
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(Area Code and Telephone Number)

480 Pierce Street, Birmingham, MI 48009
------------------------------------------------------------------

(Address of Principal Executive Offices: Number,
Street, City, State, Zip Code)

(Name and Address of Agent for Service)

Cynthia Surprise
Vice President and Associate Counsel
State Street Bank and Trust Company
1776 Heritage Drive, AFB4
North Quincy, Massachusetts 02171

Lisa Anne Rosen, Esq. Paul Roye, Esq.
Munder Capital Management Dechert Price & Rhoads
480 Pierce Street 1775 Eye Street, N.W.
Birmingham, MI 48009 Washington, D.C. 20006

Approximate Date of Proposed Public Offering: As soon as practicable after this
Registration Statement becomes effective.

It is proposed that this Registration Statement become effective on April 23,
1998 pursuant to Rule 488.

No filing fee is due because an indefinite number of shares have been deemed to
be registered in reliance on Section 24(f) under the Investment Company Act of
1940, as amended.
<PAGE>

THE MUNDER FUNDS, INC.

Cross Reference Sheet
Pursuant to Rule 481(a) Under the Securities Act of 1933

Prospectus/Proxy
Form N-14 Item No. Statement Caption
- ------------------- -----------------

Part A
------
<S> <C> <C>
Item 1. Beginning of Registration Cover Page
Statement and Outside Front
Cover Page of Prospectus

Item 2. Beginning and Outside Back Cover Page
Cover Page of Prospectus

Item 3. Synopsis Information and Summary
Risk Factors

Item 4. Information About the Letter to Shareholders; Common
Transaction Questions and Answers About the
Proposed Reorganization;
Summary; Reasons for the
Reorganization; Information
About the Reorganization

Item 5. Information About the Letter to Shareholders; Common
Registrant Questions and Answers About the
Proposed Reorganization;
Summary; Comparison of
Investment Objectives and
Policies; Information about
Management of the Munder Growth
Fund and the Fund; Additional
Information About the Munder
Growth Fund and the Fund; see
also the Prospectus dated
October 29, 1997, previously
filed on EDGAR, Accession No.
0000927405-97-000431

Item 6. Information About the Summary; Comparison of
Company Being Acquired Investment Objectives and
Policies; Information about
Management of the Munder Growth
Fund and the Fund; Additional
Information About the Munder
Growth Fund and the Fund; see
also the Prospectus dated
October 29, 1997, previously
filed on EDGAR, Accession No.
0000927405-97-000431

Item 7. Voting Information Voting Information

ii
<PAGE>

Item 8. Interest of Certain Persons Financial Statements and
and Experts Experts

Item 9. Additional Information Not Applicable
Required for Reoffering
by Persons Deemed to be
Underwriters

iii
<PAGE>

Part B Statement of Additional
- ------ Information Caption
-------------------
<S> <C> <C>
Item 10. Cover Page Cover Page

Item 11. Table of Contents Not Applicable

Item 12. Additional Information Statement of Additional
About the Registrant Information of The Munder Funds
dated October 29, 19971

Item 13. Additional Information Statement of Additional
About the Company Being Information of The Munder Funds
Acquired dated October 29, 19971

Item 14. Financial Statements Annual Report of The Munder
Funds (Class A, B, C and Y) for
fiscal year ended June 30, 1997

Annual Report of The Munder
Funds (Class K) for fiscal year
ended June 30, 1997

Semi-Annual Report of The
Munder Funds (Class A, B, C,
and Y) for period ended
December 31, 1997

Semi-Annual Report of The
Munder Funds (Class K) for
period ended December 31, 1997

Pro Forma Financial Statements
as of December 31, 1997
</TABLE>

iv
<PAGE>

Part C
- ------

<S> <C>
Item 15. Indemnification

Item 16. Exhibits

Item 17. Undertakings
</TABLE>

- --------------
(1) Incorporated herein by reference to the Registration Statement of the
Registrant on Form N-1A dated October 29, 1997 (File No. 33-54748).

v
<PAGE>
- MUNDER ACCELERATING GROWTH FUND

480 PIERCE STREET
BIRMINGHAM, MICHIGAN 48009

April __, 1998

Dear Shareholder:

The Board of Trustees of The Munder Funds Trust has recently reviewed and
unanimously endorsed a proposal for the reorganization of the Munder
Accelerating Growth Fund (the "Fund") which they judge to be in the best
interests of the Fund's shareholders. This proposal calls for the acquisition
of the assets of the Fund by the Munder Multi-Season Growth Fund ("Munder Growth
Fund"), which has investment objectives and policies similar to those of the
Fund in exchange for shares of the Munder Growth Fund, followed by the complete
liquidation of the Fund.

We have therefore called a Special Meeting of Shareholders to be held at
480 Pierce Street, Birmingham, Michigan 48009 on May __, 1998 to consider this
transaction. WE STRONGLY INVITE YOUR PARTICIPATION BY ASKING YOU TO REVIEW,
COMPLETE AND RETURN YOUR PROXY AS SOON AS POSSIBLE.

As a result of this transaction, the Fund would be combined with Munder
Growth Fund and you would become a shareholder of Munder Growth Fund, receiving
shares of Munder Growth Fund having an aggregate net asset value equal to the
aggregate net asset value of your investment in the Fund. No sales charge will
be imposed in the transaction and the closing of the transaction will be
conditioned upon receiving an opinion of counsel to the effect that the proposed
transaction will qualify as a tax-free reorganization for federal income tax
purposes.

Munder Growth Fund, like the Fund, seeks long-term capital appreciation.
The Fund and Munder Growth Fund have a common investment adviser (Munder Capital
Management), a common administrator (State Street Bank and Trust Company) and a
common distributor (Funds Distributor, Inc.).

Detailed information about the proposed transaction and the reasons for it
are contained in the enclosed materials. Please exercise your right to vote by
completing, dating and signing the enclosed proxy card. A self-addressed,
postage-paid envelope has been enclosed for your convenience. IT IS VERY
IMPORTANT THAT YOU VOTE AND THAT YOUR VOTING INSTRUCTIONS BE RECEIVED NO LATER
THAN MAY __, 1998.

<PAGE>

NOTE: You may receive more than one proxy package if you hold Fund shares
in more than one account. You must return separate proxy cards for separate
holdings. We have provided postage-paid return envelopes for each, which
require no postage if mailed in the United States.

Sincerely,

Lee P. Munder
President

<PAGE>

THE MUNDER FUNDS TRUST

MUNDER ACCELERATING GROWTH FUND

480 PIERCE STREET
BIRMINGHAM, MICHIGAN 48009

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY __, 1998

To the shareholders of
Munder Accelerating Growth Fund
of The Munder Funds Trust:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of The Munder
Accelerating Growth Fund (the "Fund") of The Munder Funds Trust, will be held at
480 Pierce Street, Birmingham, Michigan 48009 [ON MAY __, 1998], for the
following purposes:

1. To consider and vote on approval of an Agreement and Plan of
Reorganization providing for the acquisition of all or substantially all of the
assets of the Fund by the Munder Multi-Season Growth Fund ("Munder Growth
Fund"), a series of The Munder Funds, Inc., in exchange for shares of Munder
Growth Fund and assumption of certain identified liabilities of the Fund by
Munder Growth Fund, and for the distribution of such shares to shareholders of
the Fund in liquidation of the Fund; and

2. To transact such other business as may properly come before the
meeting, or any adjournment or adjournments thereof.

The Board of Trustees has fixed the close of business on April __, 1998,
as the Record Date for determination of shareholders entitled to notice of,
and to vote at, the meeting.

EACH SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE MEETING IN PERSON IS
REQUESTED TO DATE, FILL IN, SIGN AND RETURN PROMPTLY THE ENCLOSED FORM OF
PROXY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES.

By Order of the Board of Trustees

Lisa A. Rosen
Secretary

<PAGE>

PROSPECTUS/PROXY STATEMENT DATED APRIL __, 1998

ACQUISITION OF THE ASSETS OF

THE MUNDER ACCELERATING GROWTH FUND

480 PIERCE STREET
BIRMINGHAM, MICHIGAN 48009
(800) 239-3334

BY AND IN EXCHANGE FOR
SHARES OF

THE MUNDER MULTI-SEASON GROWTH FUND

480 PIERCE STREET
BIRMINGHAM, MICHIGAN 48009
(800) 239-3334

This Prospectus/Proxy Statement is being furnished to shareholders of the
Munder Accelerating Growth Fund (the "Fund"), a series of The Munder Funds Trust
(the "Trust"), in connection with a proposed Agreement and Plan of
Reorganization (the "Plan"), which includes the termination of the Fund
following the transfer of all or substantially all of the assets of the Fund.
The Plan is being submitted to shareholders of the Fund for consideration at a
Special Meeting of Shareholders to be held at 480 Pierce Street, Birmingham,
Michigan 48009 on May __, 1998 (the "Meeting"). The Plan provides for the
acquisition of all or substantially all of the assets of the Fund by the Munder
Multi-Season Growth Fund ("Munder Growth Fund"), a series of The Munder Funds,
Inc., (the "Company") in exchange for shares of Munder Growth Fund and the
assumption by Munder Growth Fund of certain identified liabilities of the Fund.
Following this acquisition, the Fund will be terminated, all remaining
liabilities of the Fund will be satisfied (whether by payment or the
establishment of reasonable reserves for payment) and shares of Munder Growth
Fund will be distributed to shareholders of the Fund (these transactions
collectively referred to as the "Reorganization").

As a result of the proposed Reorganization, each shareholder of the Fund
will receive that number of shares of Munder Growth Fund having an aggregate net
asset value equal to the aggregate net asset value of such shareholder's shares
of the Fund. Holders of Class A shares in the Fund will receive Class A shares
of Munder Growth Fund, and no sales charge will be imposed on the Class A shares
of Munder Growth Fund received by Fund shareholders. Holders of Class B and
Class C Shares in the Fund will receive shares of the corresponding class of
Munder Growth Fund. Subsequent to the transaction, any contingent deferred
sales charge ("CDSC") which is applicable to a shareholder's investment in Class
B or Class C shares of the Fund will continue to apply, and, in calculating the
applicable CDSC, the period during which a Fund shareholder held Class B or
Class C shares of the Fund will be counted. Holders of Class

<PAGE>

K shares and Class Y shares of the Fund will receive shares of the corresponding
class of Munder Growth Fund without the imposition of any sales charge.

This transaction is being structured as a tax-free reorganization. See
"Information About the Reorganization - Federal Income Tax Consequences."
Shareholders should consult their tax advisers to determine the actual impact of
the Reorganization in light of their individual tax circumstances.

Munder Growth Fund is a diversified series of the Company, a registered
open-end management investment company. Munder Growth Fund's investment
objective is to provide shareholders with long-term capital appreciation. It
seeks to achieve this objective by investing primarily in a diversified
portfolio of equity securities of companies that have demonstrated superior,
long-term earnings growth, financial stability, attractive valuation, and
relative price momentum. The Fund is a diversified series of the Trust, a
registered open-end management investment company. The Fund's primary
investment objective is to provide long-term capital appreciation; income is a
secondary objective. The Fund seeks to achieve these objectives by investing
primarily in equity securities of companies that have demonstrated the potential
for accelerated earnings growth, the maintenance of a substantial competitive
advantage, a focused management team and a stable balance sheet. While the
investment objectives and policies of the Fund and Munder Growth Fund are
generally similar, there are certain differences in investment policies, which
are described under "Comparison of Investment Objectives and Policies" in this
Prospectus/Proxy Statement.

Munder Capital Management serves as investment adviser for the Munder
Growth Fund and the Fund. Munder Capital Management is described in more detail
under "Information About Management of Munder Growth Fund and the Fund."

This Prospectus/Proxy Statement, which should be retained for future
reference, sets forth concisely the information about Munder Growth Fund that a
prospective investor should know before investing. A Statement of Additional
Information dated April __, 1998, relating to this Prospectus/Proxy Statement
and the Reorganization, has been filed with the Securities and Exchange
Commission ("SEC") and is incorporated by reference into this Prospectus/Proxy
Statement. A copy of the Statement of Additional Information is available upon
request and without charge by calling or writing to the Fund at the telephone
number or address listed for the Fund on the cover page of this Prospectus/Proxy
Statement. The Annual Report for Munder Growth Fund accompanies this
Prospectus/Proxy Statement. In addition, the following documents have been
filed with the SEC and are incorporated herein by reference: (i) the Prospectus
of Munder Growth Fund and the Fund (Class A, Class B, and Class C shares) dated
October 29, 1997, the Prospectus for the Munder Growth Fund and the Fund (Class
K Shares) dated October 29, 1997, and the Prospectus for the Munder Growth Fund
and the Fund (Class Y Shares) dated October 29, 1997.

Also accompanying this Prospectus/Proxy Statement as Exhibit A is a copy of
the Agreement and Plan of Reorganization pertaining to the transaction.

-2-
<PAGE>

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

-3-
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Common Questions and Answers About the Proposed
Reorganization. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Reasons for the Reorganization . . . . . . . . . . . . . . . . . . . . . . 20
Information About the Reorganization . . . . . . . . . . . . . . . . . . . 21
Comparison of Investment Objectives and Policies . . . . . . . . . . . . . 25
Comparative Information on Shareholders' Rights. . . . . . . . . . . . . . 30
Information About Management of the Munder
Growth Fund and the Fund. . . . . . . . . . . . . . . . . . . . . . . 32
Additional Information About the Munder Growth
Fund and the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Voting Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Financial Statements and Experts . . . . . . . . . . . . . . . . . . . . . 38
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Exhibit A: Agreement and Plan of Reorganization . . . . . . . . . . . . . A-1
</TABLE>

-4-
<PAGE>

COMMON QUESTIONS AND ANSWERS
ABOUT THE PROPOSED REORGANIZATION

Q. HOW WILL THE REORGANIZATION AFFECT ME?

A. The assets of the Fund will be combined with those of Munder Growth Fund
and you will become a shareholder of Munder Growth Fund. You will receive
shares of Munder Growth Fund equal in value at the time of issuance to the
shares of the Fund that you hold immediately prior to the Reorganization.
(Shareholders of Class A shares, Class B shares, Class C shares, Class K
shares, and Class Y shares of the Fund will receive Class A shares, Class B
shares, Class C shares, Class K shares, and Class Y shares, respectively,
of Munder Growth Fund.)

Q. WHY IS THE REORGANIZATION BEING RECOMMENDED?

A. The primary purposes of the proposed Reorganization are to seek to achieve
future economies of scale and eliminate certain costs associated with
operating the Fund and Munder Growth Fund separately. These two funds have
similar investment objectives and policies, as described in detail below.
The Reorganization will result in combining the assets of the funds and
consolidating their operations.

Combining the assets of the funds is intended to provide various benefits
to shareholders of the Fund who become shareholders of Munder Growth Fund
(as well as to existing and future investors of Munder Growth Fund). For
example, higher asset levels should enable Munder Growth Fund to spread
fixed and relatively fixed costs, such as accounting, legal, and printing
expenses, over a larger asset base, thereby reducing per-share expense
levels. (See also next question regarding operating expenses of the funds.)
Higher asset levels also should benefit portfolio management by permitting
larger individual portfolio investments that may result in reduced
transaction costs and/or more favorable pricing and by providing the
opportunity for greater portfolio diversity.

Q. HOW WILL THE FEES PAID BY MUNDER GROWTH FUND COMPARE TO THOSE PAYABLE BY
THE FUND?

A. The total per share operating expenses of the Munder Growth Fund are higher
than those of the Fund. However, Munder Capital Management has agreed to
waive its fees and/or reimburse the Munder Growth Fund for expenses until
at least June 30, 1999 so that the expense ratio of Munder Growth Fund will
not exceed that of the Fund as of its most recent fiscal year ended June
30, 1997. In addition, Munder Capital Management anticipates that the
aggregate fees and expenses of Munder Growth Fund will, over time, be
reduced due to increased economies of scale resulting from the larger
aggregate net asset base of the combined entity.

-5-
<PAGE>

Q. WILL I HAVE TO PAY ANY SALES LOAD, COMMISSION OR OTHER TRANSACTIONAL FEE IN
CONNECTION WITH THE REORGANIZATION?

A. No. The full value of your shares of the Fund will be exchanged for shares
of the indicated class of Munder Growth Fund without any sales load,
commission or other transactional fee being imposed. Each of the Funds
will bear its own expenses in connection with the reorganization.

Q. WHO WILL SERVE AS INVESTMENT ADVISER AND PROVIDE OTHER SERVICES TO MUNDER
GROWTH FUND?

A. Munder Growth Fund has the same adviser (Munder Capital Management) and the
same distributor (Funds Distributor, Inc.) as the Fund. State Street Bank
and Trust Company currently serves as administrator to both the Fund and
Munder Growth Fund.

Q. WILL I HAVE TO PAY ANY FEDERAL INCOME TAXES AS A RESULT OF THE
REORGANIZATION?

A. The transaction is intended to qualify as a tax-free reorganization for
federal income tax purposes. Assuming the Reorganization qualifies for
such treatment; shareholders would not recognize taxable gain or loss as
a result of the Reorganization. As a condition to the closing of the
Reorganization, the Fund will receive an opinion of counsel to the effect
that the Reorganization will qualify as a tax-free reorganization for
federal income tax purposes. You should separately consider any state,
local and other tax consequences in consultation with your tax adviser.
Opinions of counsel are not binding on the IRS or the courts.

Q. WOULD I CONTINUE TO BE ABLE TO EXCHANGE MY SHARES FOR SHARES OF OTHER FUNDS
OF THE MUNDER FAMILY OF MUTUAL FUNDS?

A. Yes. Holders of Class A, Class B, Class C, Class K and Class Y shares of
the Munder Growth Fund can exchange their shares for shares of the same
class of other funds of the Company, the Trust and The Munder Framlington
Funds Trust, subject to certain restrictions described in the prospectus of
each fund. Before requesting any such exchange, shareholders should
carefully review the applicable prospectus for the other fund to ensure
that the fund meets their investment objectives and needs.

SUMMARY

This summary is qualified in its entirety by reference to the additional
information contained elsewhere in this Prospectus/Proxy Statement, the
Prospectus of Munder Growth Fund and the Fund (Class A, B, and C shares) dated
October 29, 1997, the Prospectus of Munder Growth Fund and the Fund (Class K
shares) dated October 29, 1997, the Prospectus of Munder Growth Fund and the
Fund (Class Y shares) dated October 29, 1997 (copies of which accompany this
Prospectus/Proxy Statement), the Statement of Additional Information of the Fund
and Munder Growth Fund, and the Agreement and Plan of Reorganization, a copy of
which is attached to this Prospectus/Proxy Statement as Exhibit A.

-6-
<PAGE>

PROPOSED REORGANIZATION

The Plan provides for the transfer of all or substantially all of the
assets of the Fund in exchange for shares of Munder Growth Fund and the
assumption by Munder Growth Fund of certain identified liabilities of the Fund
(as reflected on a balance sheet of the Fund prior to the Closing Date). The
Plan also calls for the termination of the Fund and the distribution of shares
of Munder Growth Fund to shareholders of the Fund. (The foregoing proposed
transaction is referred to in this Prospectus/Proxy Statement as the
"Reorganization.") As a result of the Reorganization, each shareholder of the
Fund will become the owner of that number of full and fractional shares of
Munder Growth Fund having an aggregate net asset value equal to the aggregate
net asset value of the shareholder's shares of the Fund as of the close of
business on the date that the Fund's assets are exchanged for shares of Munder
Growth Fund. (Shareholders of Class A Shares, Class B Shares, Class C Shares,
Class K Shares, and Class Y Shares of the Fund will receive Class A shares,
Class B shares, Class C shares, Class K shares, and Class Y shares,
respectively, of Munder Growth Fund.) See "Information About the
Reorganization."

For the reasons set forth below under "Reasons for the Reorganization," the
Trustees of The Trust, including all of the Trustees who are not "interested
persons", as that term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), have concluded that the Reorganization would be in the
best interests of the shareholders of the Fund and that the interests of the
Fund's existing shareholders would not be diluted as a result of the
Reorganization, and therefore have submitted the Plan for approval to the Fund's
shareholders. The Trustees of the Trust recommend approval of the Plan
effecting the Reorganization. The Board of Directors of the Company has also
approved the Reorganization on behalf of Munder Growth Fund.

Approval of the Reorganization will require the affirmative vote of the
holders of a majority of the outstanding shares of the Fund with all classes
voting together and not by class. See "Voting Information."

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

The Fund and Munder Growth Fund have generally similar investment
objectives, policies and restrictions. The primary investment objective of the
Fund is to provide long-term capital appreciation; income is a secondary
objective. The Fund seeks to achieve these objectives by investing primarily in
equity securities of companies that have demonstrated the potential for
accelerated earnings growth, the maintenance of a substantial competitive
advantage, a focused management team and a stable balance sheet. The investment
objective of Munder Growth Fund is to provide long-term capital appreciation.
It seeks to achieve this objective by investing primarily in a diversified
portfolio of equity securities of companies that have demonstrated superior,
long-term earnings growth, financial stability, attractive valuation, and
relative price momentum.

Although the respective investment objectives of the Fund and Munder Growth
Fund are generally similar, shareholders of the Fund should consider certain
differences in the investment

-7-
<PAGE>

policies of, and portfolio securities held by, each fund. See "Comparison of
Investment Objectives and Policies."

SUMMARY COMPARISON OF FEES AND EXPENSES

The following tables compare the fees and expenses of the Fund and the
Munder Growth Fund and show the estimated fees and expenses on a pro forma
basis, giving effect to the proposed Reorganization. Additional information
regarding the performance of the funds is contained in the Annual Report for
Class A, Class B, Class C, and Class Y shares of the Fund and Munder Growth Fund
for the fiscal year ended June 30, 1997, and the Annual Report for Class K
shares of the Fund and Munder Growth Fund for the fiscal year ended June 30,
1997 (previously provided to Fund Shareholders), which are incorporated by
reference into this Prospectus/Proxy Statement.

CLASS A SHARES

MUNDER GROWTH FUND FUND PRO FORMA
------------------ ---- ---------
<S> <C> <C> <C>
Shareholder Transaction Expenses:
Maximum Initial Sales Charge (as a
percentage of offering price). . . . . . . . 5.50% 5.50% 5.50%
Maximum contingent deferred sales charge
(as a percentage of redemption proceeds) . . None(1) None(1) None(1)
Exchange Fee . . . . . . . . . . . . . . . . . . None None None
Annual Fund Operating Expenses:
(as a percentage of average net assets)
Advisory fee . . . . . . . . . . . . . . . . 0.75%(2) 0.75% 0.75%(3)
12b-1 fees . . . . . . . . . . . . . . . . . 0.25% 0.25% 0.25%
Other expenses (after expense reimbursement) 0.25% 0.20% 0.20%(3)
Total Fund Operating Expenses (after expense
reimbursement). . . . . . . . . . . . . . . 1.25%(2) 1.20% 1.20%(3)

CLASS B SHARES

MUNDER GROWTH FUND FUND PRO FORMA
------------------ ---- ---------
<S> <C> <C> <C>
Shareholder Transaction Expenses:
Maximum Initial Sales Charge (as a
percentage of offering price). . . . . . . . None None None
Maximum contingent deferred sales charge (as a
percentage of redemption proceeds) . . . . . 5.00% 5.00% 5.00%
Exchange Fee . . . . . . . . . . . . . . . . . . None None None
Annual Fund Operating Expenses:
(as a percentage of average net assets)
Advisory fee . . . . . . . . . . . . . . . . 0.75%(2) 0.75% 0.75%(3)
12b-1 fees . . . . . . . . . . . . . . . . . 1.00% 1.00% 1.00%
Other expenses (after expense reimbursement) 0.25% 0.20% 0.20%(3)
Total Fund Operating Expenses (after expense
reimbursement) . . . . . . . . . . . . . . 2.00%(2) 1.95% 1.95%(3)

</TABLE>

-8-
<PAGE>

CLASS C SHARES

MUNDER GROWTH FUND FUND PRO FORMA
------------------ ---- ---------
<S> <C> <C> <C>
Shareholder Transaction Expenses:
Maximum Initial Sales Charge (as a
percentage of offering price). . . . . . . . None None None
Maximum contingent deferred sales charge
(as a percentage of redemption proceeds) . . 1.00%(4) 1.00%(4) 1.00%(4)
Exchange Fee . . . . . . . . . . . . . . . . . . None None None
Annual Fund Operating Expenses:
(as a percentage of average net assets)
Advisory fee . . . . . . . . . . . . . . . . 0.75%(2) 0.75% 0.75%(3)
12b-1 fees . . . . . . . . . . . . . . . . . 1.00% 1.00% 1.00%
Other expenses (after expense reimbursement) 0.25% 0.20% 0.20%(3)
Total Fund Operating Expenses (after expense
reimbursement). . . . . . . . . . . . . . . 2.00%(2) 1.95% 1.95%(3)

CLASS K SHARES

MUNDER GROWTH FUND FUND PRO FORMA
------------------ ---- ---------
<S> <C> <C> <C>
Shareholder Transaction Expenses:
Maximum Initial Sales Charge (as a
percentage of offering price). . . . . . . . None None None
Maximum contingent deferred sales charge
(as a percentage of redemption proceeds) . . None None None
Exchange Fee . . . . . . . . . . . . . . . . . . None None None
Annual Fund Operating Expenses:
(as a percentage of average net assets)
Advisory fee . . . . . . . . . . . . . . . . 0.75%(2) 0.75% 0.75%(3)
12b-1 fees . . . . . . . . . . . . . . . . . None None None
Shareholder servicing fee. . . . . . . . . . 0.25% 0.25% 0.25%
Other expenses (after expense reimbursement) 0.25% 0.20% 0.20%(3)
Total Fund Operating Expenses (after expense
reimbursement). . . . . . . . . . . . . . . 1.25%(2) 1.20% 1.20%(3)

CLASS Y SHARES

12b-1 Fees . . . . . . . . . . . . . . . . . . . None None None
Other expenses (after expense
reimbursement) . . . . . . . . . . . . . . . 0.25% 0.20% 0.20%(3)
Total Fund Operating Expenses
(after expense reimbursement). . . . . . . . 1.00%(2) 0.95% 0.95%(3)

</TABLE>

-9-
<PAGE>

- ----------------
(1) Investments of $1 million or more in Class A shares of the Fund or Munder
Growth Fund are not subject to an initial sales charge; however, a CDSC of
1% is imposed in the event of certain redemption transactions within one
year following such investments. A CDSC on Class A shares of Munder Growth
Fund acquired by holders of Class A Shares of the Fund pursuant to the
Reorganization will only be imposed on redemptions on which a CDSC would
have applied to the Class A Shares of the Fund.

(2) Munder Capital Management expects to voluntarily waive a portion of its
advisory fee for the current fiscal year. Without waivers, the ratio of
advisory fees to average net assets would be 1.00% and total fund operating
expenses would be 1.50% for Class A, 2.25% for Class B, 2.25% for Class C,
1.50% for Class K and 1.25% for Class Y.

(3) After the Reorganization, Munder Capital Management has agreed to waive its
advisory fee and/or reimburse Munder Growth Fund for expenses until at
least June 30, 1999 so that the expense ratios of each class of Munder
Growth Fund will not exceed the expense ratios of the corresponding classes
of the Fund as of the Fund's most recent fiscal year ended June 30, 1997.
In the absence of this waiver, the advisory fee would be 1.00% for each
class; and, based on the pro forma combined assets of the Fund and the
Munder Growth Fund as of December 31, 1997, pro forma total fund operating
expenses would be 1.37% for Class A shares, 2.13% for Class B shares, 2.13%
for Class C shares, 1.37% for Class K shares, and 1.12% for Class Y shares.

(4) If redeemed within one year of purchase.

PURCHASE AND REDEMPTION PROCEDURES

The following discussion describes differences in the minimum investment
requirements, charges, and waivers of charges applicable to the various classes
of the Fund and the Munder Growth Fund. For details on how to purchase or
redeem shares of either fund, see the Prospectus. Both Munder Growth Fund and
the Fund reserve the right to involuntarily redeem an investor's Class A, Class
B or Class C shares if the net asset value of such shares is less than $500 by
reason of redemption.

CLASS A SHARES. The minimum initial investment for Class A shares of
Munder Growth Fund and the Fund is $250 ($50 for shares purchased through an
Automatic Investment Plan) and subsequent investments must be at least $50.

Class A shares of Munder Growth Fund and the Fund are sold to investors at
net asset value plus an initial sales charge at a maximum rate of 5.5% of the
offering price. No initial sales charge will be imposed on the Class A shares
of Munder Growth Fund received by holders of the Fund's Class A Shares in the
Reorganization.

The following table shows the initial sales charge schedule for Class A
shares of Munder Growth Fund and Class A Shares of the Fund.

-10-
<PAGE>

Sales Charge as a Percentage of
-------------------------------
Offering Net Amount Invested Dealers as a Percentage
Amount of Purchase Price (Net Asset Value) of Offering Price
------------------ -------- ------------------- -----------------------
<S> <C> <C> <C>
Less than $25,000 5.50% 5.82% 5.00%
$25,000 but less than $50,000 5.25% 5.54% 4.75%

$50,000 but less than $100,000 4.50% 4.71% 4.00%

$100,000 but less than $250,000 3.50% 3.63% 3.25%

$250,000 but less than $500,000 2.50% 2.56% 2.25%

$500,000 but less than $1,000,000 1.50% 1.52% 1.25%

$1,000,000 or more None* None* (see below)**

</TABLE>

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

* No initial sales charge applies on investments of $1 million or more, but a
contingent deferred sales charge of 1% is imposed on certain redemptions
within one year of purchase.

** A 1% commission will be paid by the distributor to dealers who initiate and
are responsible for purchases of $1 million or more.

Purchases of Class A shares of any non-money market fund of the Company,
the Trust and The Munder Framlington Funds Trust will be aggregated in
determining the initial sales charge, which may result in a reduced initial
sales charge.

The initial sales charge on Class A shares of Munder Growth Fund and the Fund is
currently waived on shares that are acquired through the exchange of Class A
shares of other funds of the Company, the Trust or the Munder Framlington Funds
Trust. The initial sales charge is also currently waived on sales of Class A
shares to the following types of purchasers:

(1) individuals with an investment account or relationship with Munder
Capital Management;

(2) full-time employees and retired employees of Munder Capital
Management, employees of the funds' service providers and immediate
family members of such persons;

(3) registered broker-dealers that have entered into selling agreements
with Funds Distributor, Inc. (the "Distributor"), for their own
accounts or for retirement plans for their employees or sold to
registered representatives for full-time employees (and their
families) that certify to the Distributor at the time of purchase that
such purchase is for their own account (or for the benefit of their
families);

(4) certain qualified employee benefit plans as described in the
Prospectus;

-11-
<PAGE>

(5) individuals who reinvest a distribution from a qualified retirement
plan for which Munder Capital Management serves as investment advisor;

(6) individuals who reinvest the proceeds of redemptions from Class Y
Shares of the Funds of the Trust, the Company or the Munder
Framlington Funds Trust, within 60 days of redemption;

(7) banks and other financial institutions that have entered into
agreements with the Trust, the Company or the Munder Framlington Funds
Trust to provide shareholder services for customers ("Customers")
(including Customers of such banks and other financial institutions,
and the immediate family members of such Customers);

(8) fee-based financial planners or employee benefit plan consultants
acting for the accounts of their clients;

(9) employer sponsored retirement plans which are administered by
Universal Pensions, Inc. ("UPI Plans"); and

(10) employer sponsored 401(k) plans that are administered by Merrill Lynch
Group Employee Services ("Merrill Lynch Plans") which meet certain
criteria described in the Prospectus."

The sales charges on Class A shares of Munder Growth Fund and the Fund may
be reduced through a letter of intent, quantity discounts and the right of
accumulation, as described in the Prospectus.

Both Class A Shares of the Fund and Class A shares of Munder Growth Fund
may be redeemed without the imposition of a contingent deferred sales charge
("CDSC"), except where such shares were purchased without an initial sales load
and redeemed under the following circumstances: a CDSC of 1% applies to certain
redemptions of Class A shares of Munder Growth Fund or the Fund that were
purchased without a sales charge by reason of a purchase of $1 million or more,
if such redemptions are made within the first year after investing. For
purposes of determining whether a CDSC applies, the holding period of Class A
shares of Munder Growth Fund acquired by holders of Class A Shares of the Fund
through the Reorganization will be calculated from the date that the Class A
Shares of the Fund were initially acquired. A CDSC on Class A shares of Munder
Growth Fund acquired by holders of Class A Shares of the Fund pursuant to the
Reorganization will only be imposed on redemptions on which a CDSC would have
applied to the Class A Shares of the Fund. The CDSC applicable to Class A
shares is waived for certain redemptions, as described in the Prospectus.

CLASS B SHARES. The minimum initial investment for Class B shares of the
Fund and Munder Growth Fund is $250 ($50 for shares purchased through an
Automatic Investment Plan) and subsequent investments must be at least $50.

-12-
<PAGE>

Class B shares of Munder Growth Fund and the Fund are sold without an
initial sales charge, but are subject to a CDSC upon certain redemptions and are
subject to higher ongoing expenses than Class A shares. Class B shares
automatically convert to Class A shares approximately six years after issuance
subject to receipt of certain tax rulings or opinions.

Class B shares of Munder Growth Fund and the Fund that are redeemed within
six years of purchase will be subject to a CDSC calculated by multiplying the
lesser of the original purchase price or the net asset value of such shares at
the time of redemption by the applicable percentage shown in the table below:

CONTINGENT DEFERRED
SALES CHARGE AS
A PERCENTAGE OF
YEAR SINCE DOLLAR AMOUNT
PURCHASE SUBJECT TO CHARGE
-------- -----------------
<S> <C> <C>
First 5%
Second 4%
Third 3%
Fourth 3%
Fifth 2%
Sixth 1%
Seventh and 0%
Thereafter
</TABLE>

The holding period of Class B shares of Munder Growth Fund acquired through
the Reorganization by holders of Class B Shares of the Fund will be calculated
from the date that the Class B Shares of the Fund were initially acquired.

The CDSC is waived on the following types of redemptions: (1) redemptions
made within one year after the death of a shareholder or registered joint owner;
(2) minimum required distributions made from an IRA or other retirement plan
account after you reach age 70 1/2; and (3) involuntary redemptions made by the
Fund. Additional CDSC waivers are described in the prospectus.

CLASS C SHARES. The minimum investment for Class C shares of the Fund and
Munder Growth Fund is $250 ($50 for shares purchased through an Automatic
Investment Plan) and subsequent investments must be at least $50. Class C
shares are sold without an initial or a contingent deferred sales charge, except
for a CDSC of 1% for redemptions made within the first year after investing.
The CDSC applicable to Class C Shares is waived for certain redemptions, as
described in the Prospectus.

CLASS K SHARES. Class K Shares of Munder Growth Fund and the Fund are sold
without a sales load to customers of banks and other institutions that have
entered into agreements with the funds providing for shareholder services for
their customers. Customers may include

-13-
<PAGE>

individuals, trusts, partnerships and corporations. No CDSC is imposed upon
redemption of Class K shares.

CLASS Y SHARES. Class Y shares of the Fund and Munder Growth Fund are sold
without a sales load to: (1) fiduciary and discretionary accounts of
institutions; (2) institutional investors (including banks, savings
institutions, credit unions and other financial institutions, pension, profit
sharing and employee benefit plans and trusts, insurance companies, investment
companies, investment advisors and broker-dealers acting either for their own
accounts or for the accounts of institutional investors); (3) directors,
trustees, officers and employees of the Trust, the Company, The Munder
Framlington Funds Trust, Munder Capital Management and the Distributor; (4)
investment advisory clients, and (5) family members of employees of the Munder
Capital Management.

The minimum initial investment by fiduciary and discretionary accounts of
institutions and institutional investors for Class Y shares of the Fund and
Munder Growth Fund is $500,000. Other types of investors are not subject to any
minimum required investment.

EXCHANGE PRIVILEGES

Shareholders of Munder Growth Fund may exchange shares of each class for
shares of the same class in other funds of the Company, the Trust and the Munder
Framlington Funds Trust to the extent the class exists and shares are offered
for sale in the shareholder's state of residence and subject to any applicable
sales charge. No exchange fee will be imposed on any of these exchange
privileges. Any exchange will be a taxable event for which a shareholder may
have to recognize a gain or loss under Federal income tax law. Munder Growth
Fund reserves the right to amend or terminate the exchange privilege after
providing notice to shareholders. See "Exchanges" in the accompanying
Prospectuses of Munder Growth Fund.

DIVIDENDS

Munder Growth Fund intends to distribute at least annually substantially
all of its investment income to shareholders. Net realized capital gains, if
any, will be distributed at least annually to shareholders. All dividends and
distributions will be reinvested automatically in additional shares of Munder
Growth Fund at net asset value, without a sales charge or CDSC, unless the
shareholder elects to be paid in cash. Fund shareholders that have elected to
receive distributions in cash will continue to receive distributions in such
manner from Munder Growth Fund. See "Dividends and Distributions" in the
accompanying Prospectus of Munder Growth Fund.

The Fund declares and pays dividends from net investment income, if any,
quarterly, and distributes net realized capital gains, if any, at least
annually. Distributions are paid in additional shares of the same class of the
Fund, unless a shareholder requests to be paid in cash. As described in more
detail in the Prospectus and Statement of Additional Information, such
dividends are generally subject to Federal income tax.

-14-
<PAGE>

TAX CONSEQUENCES

Prior to completion of the Reorganization, the Fund will have received from
counsel an opinion to the effect that the Reorganization will qualify as a
tax-free reorganization for Federal income tax purposes. See "Information about
the Reorganization - Federal Income Tax Consequences."

SHAREHOLDER VOTING RIGHTS

Neither Munder Growth Fund, a series of a Maryland corporation, nor the
Fund, a series of a Massachusetts business trust, holds annual shareholder
meetings. The 1940 Act requires that a shareholder meeting be called for the
purpose of electing Directors/Trustees at such time as fewer than a majority of
Directors/Trustees holding office have been elected by shareholders. Either
fund will hold a shareholder meeting upon the written request of shareholders
holding at least 10% of that fund's outstanding shares. See "Comparative
Information on Shareholders' Rights - Voting Rights."

APPRAISAL RIGHTS

Under the laws of the State of Maryland, shareholders of Munder Growth Fund
do not have appraisal rights in connection with a combination or acquisition of
the assets of another fund. Under the laws of the Commonwealth of Massachusetts
and the Trust's Declaration of Trust, shareholders of the Fund do not have
appraisal rights in connection with a combination or acquisition of the assets
of the Fund by another entity.

RISK FACTORS

Because Munder Growth Fund and the Fund have generally similar investment
objectives and investment policies, they are subject to similar investment
risks. These risks include those that are generally associated with investing
in equity securities. See "Comparison of Investment Objectives and Policies"
herein and "Fund Choices - Multi-Season Growth Fund" in the accompanying
Prospectus of Munder Growth Fund.

REASONS FOR THE REORGANIZATION

Currently, the Fund and Munder Growth Fund are investment portfolios of
separate mutual fund companies. Although the funds have substantially similar
investment objectives, policies and restrictions, each must separately bear the
costs of its operations. Consolidating their separate operations should
generally benefit the shareholders of the funds by promoting more efficient
operations on a more cost-effective basis. Also, combining assets of the funds
should create future economies of scale resulting from the larger asset base of
the combined fund after the Reorganization. However, there can be no assurance
that the combination of the funds will produce more efficient operations on a
cost-effective basis or that economies of scale will be realized. Because of
the similarities between the funds, the considerations and risks involved with
an investment in Munder Growth Fund are expected to be comparable to those
associated with an investment in the Fund.

-15-
<PAGE>

In addition, the funds now have a common investment adviser, Munder Capital
Management, a common distributor, Funds Distributor, Inc. and a common
administrator, State Street Bank and Trust Company. Munder Capital Management
became the investment adviser to the Fund and Munder Growth Fund upon the
consolidation of the investment advisory businesses of Woodbridge Capital
Management, Inc. (a subsidiary of Comerica Bank, and the Fund's former
investment adviser), Munder Capital Management, Inc. (Munder Growth Fund's
former investment adviser), and another investment advisory subsidiary of
Comerica Bank. In addition, in connection with that transaction, the
Distributor, which already served as the Fund's distributor, became the
distributor for Munder Growth Fund. Since the two funds have similar investment
objectives, Munder Capital Management also asserted that it would be useful to
combine the assets of the two funds in an effort to better coordinate their
marketing efforts. Munder Capital Management also indicated that certain
investment management efficiencies and other benefits could be realized through
the combination of the funds.

The Reorganization, therefore, would permit each fund's shareholders to
pursue substantially the same investment goals in a larger fund. A larger fund
should enhance the ability of Munder Capital Management to effect portfolio
transactions on more favorable terms and give Munder Capital Management greater
investment flexibility and the ability to select a larger number of portfolio
securities with the attendant benefits of increased diversification. A larger
fund should not be as significantly affected by high levels of shareholder
redemptions. In addition, the larger aggregate net assets should enable the
combined entity to obtain the benefits of economies of scale, permitting the
reduction of certain costs and expenses which may result in lower overall
expense ratios through the spreading of fixed costs of operations over a larger
asset base. As a general rule, economies of scale can be expected to be
realized with respect to fixed expenses, such as costs of printing and fees for
professional services, although expenses that are based on the value of assets
or the number of shareholder accounts, such as custody fees, would be largely
unaffected by the Reorganization. Moreover, there can be no assurance that
economies of scale can be realized. Since the total per share operating
expenses of Munder Growth Fund before fee waivers and reimbursements are higher
than those of the Fund, Munder Capital Management has agreed to waive its fees
and/or reimburse Munder Growth Fund for expenses until at least June 30, 1999,
so that the expense ratio of Munder Growth Fund will not exceed that of the Fund
as of its most recent fiscal year ended June 30, 1997.

In light of the foregoing considerations, the Trustees of the Trust
unanimously concluded that the Reorganization is in the best interests of the
Fund and its shareholders and that the Reorganization would not result in a
dilution of shareholders' interests.

Upon consideration of the factors described above, the Board of Directors
of the Company also approved the Reorganization and determined that it is in the
best interests of Munder Growth Fund and its shareholders to acquire the assets
of the Fund, and that the interests of Munder Growth Fund's shareholders would
not be diluted as a result of the Reorganization.

INFORMATION ABOUT THE REORGANIZATION

PLAN OF REORGANIZATION

-16-
<PAGE>

The following summary of the Plan is qualified in its entirety by reference
to the Plan which is attached as Exhibit A hereto. The Plan provides that (1)
Munder Growth Fund will acquire all or substantially all of the assets of the
Fund in exchange for shares of Munder Growth Fund, (2) Munder Growth Fund will
assume certain identified liabilities of the Fund on May __, 1998 or such later
date as may be agreed upon by the parties (the "Closing Date"), (3) the Fund
will be terminated in accordance with the terms of the Agreement and Declaration
of Trust of the Trust, (4) all remaining liabilities of the Fund will be
satisfied whether by payment or the making of reasonable provision for payment
thereof, (5) Munder Growth Fund shares will be distributed to shareholders of
the Fund. Prior to the Closing Date, the Fund will endeavor to discharge all of
its known liabilities and obligations. Munder Growth Fund will not assume any
liabilities or obligations of the Fund other than those reflected in an
unaudited statement of assets and liabilities of the Fund prepared as of the
close of regular trading on the New York Stock Exchange, Inc. (the "NYSE"),
currently 4:00 p.m. New York time, on the Closing Date. The number of full and
fractional Class A shares, Class B shares, Class C shares, Class K, and Class Y
shares of Munder Growth Fund to be issued to the Fund shareholders will be
determined on the basis of the relative net asset values of each class of shares
of Munder Growth Fund and the Fund, computed as of the close of regular trading
on the NYSE on the Closing Date. The net asset value per share for each class
will be determined by dividing assets attributable to the class, less
liabilities, by the total number of outstanding shares of the class.

Both the Fund and Munder Growth Fund will utilize State Street Bank and
Trust Company as agent to determine the value of their respective portfolio
securities. The Fund and Munder Growth Fund also will use the same independent
pricing services to determine the value of each security so that State Street
Bank and Trust Company, as agent, can determine the aggregate value of each
fund's portfolio. The method of valuation employed will be as set forth in the
funds' Prospectuses which is consistent with Rule 22c-1 under the 1940 Act and
with the interpretations of such rule by the SEC's Division of Investment
Management.

As soon after the Closing Date as conveniently practicable, the Fund will
liquidate and will distribute pro rata to shareholders of record as of the close
of business on the Closing Date the full and fractional shares of Munder Growth
Fund received by the Fund. Such distribution will be accomplished by the
establishment of accounts in the names of the Fund's shareholders on the share
records of Munder Growth Fund's transfer agent. Each account will represent the
respective pro rata number of full and fractional shares of Munder Growth Fund
due to the Fund's respective shareholders. After such distribution and the
winding up of its affairs, the Fund will be terminated.

The consummation of the Reorganization is subject to the conditions set
forth in the Plan. Notwithstanding approval of the Fund's shareholders, the
Plan may be terminated at any time at or prior to the Closing Date by (1) mutual
agreement of the Fund and Munder Growth Fund or (2) either party to the Plan
upon a material breach by the other party of any representation, warranty or
agreement contained therein or the failure to meet closing conditions.

-17-
<PAGE>

The Fund and Munder Growth Fund shall each be liable for its respective
expenses incurred in connection with entering into and carrying out the Plan,
whether or not the Reorganization is consummated.

Approval of the Plan will require the affirmative vote of a majority of the
outstanding shares of the Fund with all classes voting together and not by
class. If the Reorganization is not approved by shareholders of the Fund,
Munder Capital Management may recommend to the Trustees of the Trust other
possible courses of action for their consideration.

DESCRIPTION OF MUNDER GROWTH FUND'S SHARES

Full and fractional shares of the respective class of shares of common
stock of Munder Growth Fund will be issued to the Fund's shareholders in
accordance with the procedures detailed in the Plan and as described in Munder
Growth Fund's Prospectus. Generally, Munder Growth Fund does not issue share
certificates to shareholders unless a specific request is submitted to Munder
Growth Fund's transfer agent. The shares of Munder Growth Fund to be issued to
Fund shareholders and registered on the shareholder records of the transfer
agent will have no pre-exemptive or conversion rights. However, six years after
the date of purchase, Class B shares of Munder Growth Fund will convert
automatically to Class A shares, based on the relative net asset values of
shares of each class, and will no longer be subject to a distribution fee.
Holders of Class B Shares of the Fund who receive Class B shares of Munder
Growth Fund pursuant to the Reorganization will convert to Class A shares of the
Munder Growth Fund at the end of six years after the original date of purchase
of the Class B shares of the Fund, based on the relative net asset values of
Class A and Class B shares of Munder Growth Fund. See "Comparative Information
on Shareholders' Rights" and Munder Growth Fund's Prospectus for additional
information with respect to the shares of Munder Growth Fund.

FEDERAL INCOME TAX CONSEQUENCES

The Reorganization is intended to qualify for federal income tax purposes
as a tax-free reorganization described in Section 368(a) of the Internal Revenue
Code of 1986, as amended ("Code"), with no gain or loss recognized as a
consequence of the Reorganization by Munder Growth Fund, the Fund, or the
shareholders of the Fund. As a condition to the closing of the Reorganization,
Munder Growth Fund and the Fund will receive an opinion from the law firm of
Dechert Price & Rhoads to that effect. That opinion will be based upon certain
assumptions and representations made by the Fund and Munder Growth Fund.

Shareholders of the Fund should consult their tax advisers regarding the
effect, if any, of the proposed Reorganization in light of their individual
circumstances. Since the foregoing discussion only relates to the federal
income tax consequences of the Reorganization, shareholders of the Fund should
also consult their tax advisers as to state and other local tax consequences, if
any, of the Reorganization.

-18-
<PAGE>

CAPITALIZATION

The following table shows the capitalization of Munder Growth Fund and the
Fund as of December 31, 1997, and on a pro forma basis as of that date, giving
effect to the proposed acquisition of assets at net asset value.

AS OF DECEMBER 31, 1997
----------------------------------------------
MUNDER GROWTH PRO FORMA FOR
CLASS A SHARES THE FUND FUND REORGANIZATION
-------------- -------- ---- --------------
<S> <C> <C> <C>
Net Assets $8,852,525 $19,970,627 $28,823,152
Net asset value per share $11.30 $19.15 $19.15
Shares outstanding 783,609 1,042,953 1,505,226

AS OF DECEMBER 31, 1997
----------------------------------------------
MUNDER GROWTH PRO FORMA FOR
CLASS B SHARES THE FUND FUND REORGANIZATION
-------------- -------- ---- --------------
<S> <C> <C> <C>
Net Assets $787,703 $92,316,843 $93,104,546
Net asset value per share $10.84 $18.55 $18.55
Shares outstanding 72,656 4,975,982 5,018,446

AS OF DECEMBER 31, 1997
----------------------------------------------
MUNDER GROWTH PRO FORMA FOR
CLASS C SHARES THE FUND FUND REORGANIZATION
-------------- -------- ---- --------------
<S> <C> <C> <C>
Net Assets $187,409 $10,887,401 $11,074,810
Net asset value per share $11.01 $18.57 $18.57
Shares outstanding 17,028 586,279 596,371

-19-
<PAGE>

AS OF DECEMBER 31, 1997
----------------------------------------------
MUNDER GROWTH PRO FORMA FOR
CLASS K SHARES THE FUND FUND REORGANIZATION
-------------- -------- ---- --------------
<S> <C> <C> <C>
Net Assets $67,888,180 $255,542,859 $323,431,039
Net asset value per share $11.31 $19.13 $19.13
Shares outstanding 6,002,742 13,359,204 16,907,985

AS OF DECEMBER 31, 1997
----------------------------------------------
MUNDER GROWTH PRO FORMA FOR
CLASS Y SHARES THE FUND FUND REORGANIZATION
-------------- -------- ---- --------------
<S> <C> <C> <C>
Net Assets $106,612,730 $293,902,933 $400,515,723
Net asset value per share $11.48 $19.32 $19.32
Shares outstanding 9,286,349 15,209,481 20,727,738
</TABLE>

COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES

The following discussion comparing investment objectives, policies and
restrictions of the Fund and Munder Growth Fund is based upon and qualified in
its entirety by the respective investment objectives, policies and restrictions
sections of the Prospectuses of the Fund and Munder Growth Fund. For a more
detailed discussion of the investment objectives, policies and restrictions of
the Fund and Munder Growth Fund, refer to the Prospectuses, under the caption
"Fund Choices," and to the Statement of Additional Information for the Fund and
Munder Growth Fund under the captions "Fund Investments" and "Investment
Limitations."

INVESTMENT OBJECTIVES

The primary investment objective of the Fund is to provide long-term
capital appreciation; income is a secondary objective. The investment objective
of Munder Growth Fund is to provide long-term capital appreciation. The Fund's
investment objectives may be changed by the Trust's Board of Trustees without
shareholder approval; however, shareholders are notified of any such change.
Munder Growth Fund's investment objective is a fundamental policy and may not be
changed without the authorization of the holders of a majority of the
outstanding voting securities (as defined in the 1940 Act) of Munder Growth
Fund.

-20-
<PAGE>

PRIMARY INVESTMENTS

The Fund primarily invests in a diversified portfolio of equity securities
of companies that have demonstrated the potential for accelerated earnings
growth, the maintenance of substantial competitive advantage, a focused
management team and a stable balance sheet.

Munder Growth Fund primarily invests in a diversified portfolio of equity
securities of companies that have demonstrated superior long-term earnings
growth, financial stability, attractive valuation and relative price momentum.
Income is not a primary consideration in the selection of investments. This
style, which incorporates both growth investing and value constraints, has been
recognized in the investment management community as GARP (Growth at a
Reasonable Price) and seeks to produce attractive returns during various market
environments.

Under normal market conditions, at least 65% of each fund's total assets
will be invested in equity securities. Equity securities include common and
preferred stocks and securities convertible into or exchangeable for common
stocks, such as convertible preferred stocks, convertible debentures or
warrants. No more than 25% of the total assets of either fund may be invested
in securities of issuers in the same industry. Neither fund may purchase more
than 10% of the outstanding voting securities of any issuer, except that up to
25% of a fund's total assets may be invested without regard to this limitation.

PORTFOLIO INSTRUMENTS AND PRACTICES

BORROWING. Under certain circumstances, each fund may borrow money in an
amount up to 5% of the value of its total assets for temporary purposes and in
an amount equal to one-third of its assets to meet redemptions. This is a
fundamental policy which can only be changed by shareholders. Whenever
borrowings exceed 5% of either fund's total assets, that fund will not make any
additional investments.

LENDING. Each fund may lend securities in its portfolio representing up to
25% of total assets, taken at market value, to securities firms and financial
institutions, provided that each loan is secured continuously by collateral in
the form of cash or liquid securities with market value at least equal (on a
daily mark-to-market basis) to the current market value of the securities
loaned.

FOREIGN SECURITIES. Each fund may invest up to 25% of its total assets in
the equity securities of foreign issuers, including companies domiciled in
developing countries. Munder Growth Fund typically will only purchase foreign
securities that are represented by American Depositary Receipts ("ADRs") listed
on a domestic securities exchange or included in the NASDAQ National Market
System, or foreign securities listed directly on a domestic securities exchange
or included in the NASDAQ National Market System.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. Each fund may enter into
forward foreign currency exchange contracts. A fund may enter into these
contracts in order to protect against uncertainty in the level of future
exchange rates between a particular foreign currency and

-21-
<PAGE>

the U.S. dollar or between two foreign currencies in which portfolio securities
are or may be denominated.

FUTURES CONTRACTS AND OPTIONS. Each fund may purchase and sell futures
contracts on securities, currencies and indices. Neither fund will commit more
than 5% of its total assets to initial margin deposits on futures contracts. In
addition, each fund may write covered call options, purchase put options,
purchase call options and write secured put options on securities, currencies,
indices and futures contracts. The Fund will write call options only if they
are "covered," as described in the Statement of Additional Information; Munder
Growth Fund may write uncovered call options for cross-hedging purposes, as
described in the Statement of Additional Information. Munder Growth Fund will
limit its investment in uncovered put and call options to 5% of its total
assets, and will not purchase put or call options if aggregate premiums paid for
such options would exceed 20% of its total assets.

REPURCHASE AGREEMENTS, REVERSE REPURCHASE AGREEMENT, AND WHEN-ISSUED
TRANSACTIONS. Each fund may enter into repurchase agreements with banks and
broker-dealers that have been approved by the directors of the Company and the
trustees of the Trust. Each fund considers repurchase agreements that mature in
more than seven days to be illiquid. Neither fund may invest more than 15% of
its net assets in illiquid securities.

In order to borrow funds for temporary purposes, each fund may also engage
in reverse repurchase agreements, i.e., selling portfolio securities to
financial institutions such as banks and broker/dealers and agreeing to
repurchase them at a mutually specified date and price. In addition, in order
to secure prices deemed advantageous at the time, each fund may purchase
securities on a when-issued or a delayed-delivery basis. A fund will not enter
into a when-issued or delayed-delivery transaction for speculative purposes but
only in furtherance of its investment objective. Each fund's when-issued or
delayed-delivery purchase transactions will not exceed 25% of the value of the
fund's total assets absent unusual market conditions.

LIQUIDITY MANAGEMENT. In connection with the management of its daily cash
position, each fund may invest in shares of money market funds. Pending
investment, to meet anticipated redemption requests, or as a temporary defensive
measure if Munder Capital Management determines that market conditions warrant,
either fund may also invest without limitation in high-quality, short-term money
market instruments including, among other things, commercial paper, bankers'
acceptances and negotiable certificates of deposit of banks or savings and loan
associations, short-term corporate obligations and short-term securities issued
by, or guaranteed by, the U.S. Government and its agencies or instrumentalities.

RESTRICTED SECURITIES. Each fund may invest in restricted securities.
Restricted securities are securities subject to legal or contractual
restrictions on their resale.

PORTFOLIO TURNOVER RATE. Munder Growth Fund intends to purchase and hold
securities for long-term capital appreciation and does not expect to trade for
short-term gain. Accordingly, it is anticipated that Munder Growth Fund's
annual portfolio turnover rate normally will not

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<PAGE>

exceed 50%. The Fund's portfolio turnover rate for the fiscal year ended June
30, 1997 was 88%. Munder Growth Fund's portfolio turnover rate for the same
period was 33%.

ADDITIONAL INVESTMENT RESTRICTIONS. In addition to the restrictions
described above, each fund has adopted certain fundamental investment
restrictions that may be changed only with the approval of a majority of the
outstanding securities (as defined in the 1940 Act) of that fund. These
restrictions are set forth in the Statement of Additional Information for the
funds.

COMPARATIVE INFORMATION ON SHAREHOLDERS' RIGHTS

GENERAL

Munder Growth Fund is a diversified series of the Company, a management
investment company registered under the 1940 Act, which continuously offers
shares of its series. The Company is a Maryland corporation and is governed by
its Articles of Incorporation, By-laws and Board of Directors.

The Fund is a diversified series of the Trust, an open-end management
investment company registered under the 1940 Act, which continuously offers
shares of its series The Trust is a Massachusetts business trust and is
governed by its Declaration of Trust, Code of Regulations, and Board of
Trustees. Both the Fund and Munder Growth Fund are also governed by applicable
state and Federal law. Certain differences and similarities between the two
funds are summarized below.

SHAREHOLDER LIABILITY

The Munder Growth Fund is organized as a series of a Maryland corporation,
and its shareholders generally have no personal liability for its acts or
obligations.

The Fund is organized as a series of a Massachusetts business trust. Under
Massachusetts law, shareholders of a Massachusetts business trust could, under
certain circumstances, be held personally liable for the obligations of the
trust. However, the Trust's Declaration of Trust states that shareholders shall
not be subject to any personal liability in connection with the assets of the
Trust for the acts or obligations of the Trust. The Declaration of Trust
provides for indemnification out of the assets belonging to the series of the
Trust with respect to which such shareholder's shares are issued, for all losses
and expenses of any shareholder held personally liable for the obligations of
the Trust solely by reason of his or her being or having been a shareholder.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is considered remote since it is limited to circumstances
in which a disclaimer is inoperative and the Fund itself would be unable to meet
its obligations.

VOTING RIGHTS

Neither the Fund nor Munder Growth Fund holds annual meetings of
shareholders, although each may hold special meetings for purposes of voting on
certain matters as required under the 1940 Act. Special meetings of
shareholders of either fund may be called upon the

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<PAGE>

written request of holders of not less than 10% of that fund's then outstanding
voting securities. On each matter submitted to a vote of the shareholders of
Munder Growth Fund or the Fund, each shareholder is entitled to one vote for
each whole share owned and a proportionate fractional vote for any fractional
share outstanding in the shareholder's name on the fund's books. Shareholders
of all classes of each fund vote together as a fund, and not by class, except as
otherwise required by applicable law or by that fund's charter documents, or
when the matter affects only the interests of a particular class.

LIQUIDATION OR DISSOLUTION

In the event of the liquidation or dissolution of either the Fund or Munder
Growth Fund, the shareholders of that fund are entitled to receive, when and as
declared by the Trustees or Directors, the excess of the assets over the
liabilities belonging to the fund. The assets so distributed to shareholders of
a fund would be distributed among the shareholders in proportion to the number
of shares of that fund held by them and recorded on the books of the fund.

LIABILITY OF DIRECTORS/TRUSTEES

The By-laws of the Company provide that the Company will indemnify
Directors and officers of the Company to the fullest extent permitted by
Maryland law and the 1940 Act. The Declaration of Trust of the Trust provides
for similar indemnification of Trustees and officers of the Trust. However,
neither the Declaration of Trust of the Trust nor the By-laws of the Company
purport to protect or indemnify a director/trustee or officer against any
liability to which such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such person's office.

RIGHTS OF INSPECTION

Except as required by Maryland law, shareholders of the Munder Growth Fund
have only such right to inspect the records, documents, accounts and books of
Munder Growth Fund as may be granted by the Directors of the Company. Maryland
corporate law provides that one or more persons who together have owned at least
5% of the outstanding shares of Munder Growth Fund for at least 6 months may, on
written request, inspect during usual business hours the books of account and
stock ledger of Munder Growth Fund.

Shareholders of the Fund generally have the same rights to inspect the
records, accounts and books of the Trust as are permitted shareholders of a
Massachusetts corporation under Massachusetts corporation law. Currently, each
shareholder of a Massachusetts corporation is permitted to inspect the records,
accounts and books of a corporation for any legitimate business purpose relative
to the affairs of the corporation.

The foregoing is only a summary of certain characteristics of the
operations of Munder Growth Fund and the Fund, the Articles of Incorporation and
By-laws of the Company, the Declaration of Trust of the Trust, and Maryland and
Massachusetts law. The foregoing is not a

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<PAGE>

complete description of the documents cited. Shareholders should refer to the
provisions of such documents and state laws governing each fund for a more
thorough description.

INFORMATION ABOUT MANAGEMENT OF MUNDER
GROWTH FUND AND THE FUND

INVESTMENT ADVISER

The current investment adviser of both the Fund and Munder Growth Fund is
Munder Capital Management. Munder Capital Management is a Delaware general
partnership with principal offices at 480 Pierce Street, Birmingham, Michigan
48009. Munder Capital Management became the investment adviser to the Fund and
Munder Growth Fund upon the consolidation of the investment advisory businesses
of Woodbridge Capital Management, Inc. (a subsidiary of Comerica Bank, and the
Fund's former investment adviser) and Munder Capital Management, Inc. (Munder
Growth Fund's former investment adviser). The principal partners of Munder
Capital Management are Old MCM, Inc. ("Munder, Inc."), Munder Group LLC and WAM
Holdings, Inc. As of the date of this Prospectus/Proxy Statement, Mr. Lee P.
Munder, Munder Capital Management's chairman, indirectly owns or controls
approximately 45% and Comerica Bank owns or controls approximately 44% of the
partnership interests in Munder Capital Management.]

As of June 30, 1997, Munder Capital Management and its affiliates managed
over $41 billion of assets for various institutional clients, including
investment companies, pension and profit sharing funds, foundations and
insurance companies, as well as for high net worth individuals. Of this amount,
approximately $22 billion was invested in equity securities.

Munder Growth Fund pays Munder Capital Management a monthly advisory fee
computed at an annual rate of 1.0% of Munder Growth Fund's average daily net
assets up to $500 million, reduced to .75% of Munder Growth Fund's average daily
net assets in excess of $500 million. However, Munder Capital Management
currently waives a portion of its advisory fees so that Munder Growth Fund pays
at an annual rate of 0.75% of average daily net assets.

The Fund pays Munder Capital Management a monthly advisory fee computed at
an annual rate of 0.75% of the Fund's daily net assets.

PORTFOLIO MANAGERS

Lee P. Munder and Leonard Barr II serve as portfolio managers to Munder
Growth Fund. Lee P. Munder, CFA, began his investment career in 1969 as Chief
Trust Investment Officer for Security Bank and Trust of Southgate, Michigan.
From 1973 to 1985 he served as portfolio manager at Loomis Sayles & Co., Inc.,
serving in later years as Vice President and Senior Partner. In 1985, Mr.
Munder left Loomis Sayles & Co., Inc. and founded Munder, Inc. Mr. Munder
served as President and C.E.O. of Munder Capital Management or Munder, Inc. from
Munder Inc.'s inception until February 1998. Since that time he has served as
chairman of Munder Capital Management.

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<PAGE>

Leonard Barr II, CFA, began his investment career in 1968 at Manufacturers
National Bank of Detroit. He left Manufacturers in 1985 as First Vice President
and Senior Trust Investment Officer serving as Director of Research for Trust
Investments. Mr. Barr joined Munder, Inc. in 1986 and has been a Director and
Senior Vice President of Munder Capital Management or Munder, Inc. since 1988.
He serves as Munder Capital Management's Director of Research. As Director of
Research, Mr. Barr currently approves all equity investments made on behalf of
clients of Munder Capital Management, including Munder Growth Fund.

The Fund is managed by a committee of professional portfolio managers
employed by Munder Capital Management.

ADMINISTRATOR

State Street Bank and Trust Company ("State Street") currently serves as
administrator to both the Fund and Munder Growth Fund.

State Street generally assists the Company, the Trust and the Munder
Framlington Funds Trust in all aspects of their administration and operations
including the maintenance of financial records and fund accounting. As
compensation for its services, State Street is entitled to receive fees, based
on the aggregate daily net assets of the various series of the Company, the
Trust and the Munder Framlington Funds Trust and certain other investment
portfolios that are advised by Munder Capital Management for which it provides
services, computed daily and payable monthly at the annual rate of .113% of the
first $2.8 billion of net assets, plus 0.103% of the next $2.2 billion of net
assets, plus .101% of the next $2.5 billion of net assets, plus .095% on the
next $2.5 billion of net assets, plus .080% on the next $2.5 billion of net
assets plus .070% of net assets over $12.5 billion.

State Street has entered into a Sub-Administration Agreement with the
Distributor under which the Distributor provides certain administrative services
with respect to the Fund and Munder Growth Fund. State Street pays the
Distributor a fee for these services out of its own resources at no cost to the
funds.

ADDITIONAL INFORMATION ABOUT
MUNDER GROWTH FUND AND THE FUND

FUND

Information about the Fund and Munder Growth Fund is included in the
current Prospectus for the Fund and Munder Growth Fund (Class A, B and C shares)
dated October 29, 1997, Prospectus (Class K shares) dated October 29, 1997,
Prospectus (Class Y shares) dated October 29, 1997, and Statement of Additional
Information dated October 29, 1997, each of which is available upon request, and
which have been filed with the SEC and are incorporated herein by reference.
Copies of the Prospectuses and the Statement of Additional Information are
available upon request and without charge by writing or calling the Fund or
Munder Growth

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<PAGE>

Fund at the address or toll-free number listed on the cover page of this
Prospectus/Proxy Statement.

Both the Fund and Munder Growth Fund are subject to the informational
requirements of the Securities Exchange Act of 1934 and in accordance therewith
file reports and other information including proxy material, reports and charter
documents with the SEC. These reports and other information can be inspected
and copied at the public reference facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Midwest Regional Office of the
SEC, 500 West Madison Street, Suite 1400, Chicago, IL 60661. Copies of such
material can also be obtained from the Public Reference Branch, Office of
Consumer Affairs and Information Services, SEC, Washington, D.C. 20549 at
prescribed rates.

OTHER BUSINESS

The Trustees of the Trust do not intend to present any other business at
the Meeting. If, however, any other matters are properly brought before the
Meeting, the persons named in the accompanying form of proxy will vote thereon
in accordance with their judgment.

VOTING INFORMATION

This Prospectus/Proxy Statement is furnished in connection with a
solicitation of proxies by the Trustees of the Trust to be used at the Meeting.
This Prospectus/Proxy Statement, along with a Notice of the Meeting and a proxy
card, is first being mailed to shareholders of the Fund on or about April __,
1998. Only shareholders of record as of the close of business on the Record
Date, April __, 1998, will be entitled to notice of, and to vote at, the
Meeting. The holders of a majority of the shares of the Fund outstanding at the
close of business on the Record Date present in person or represented by proxy
will constitute a quorum for the Meeting. If the enclosed form of proxy is
properly executed and returned in time to be voted at the Meeting, the proxies
named therein will vote the shares represented by the proxy in accordance with
the instructions marked thereon. Unmarked proxies will be voted FOR the
proposed Reorganization and FOR any other matters deemed appropriate. For
purposes of determining the presence of a quorum for transacting business at the
Meeting, abstentions and broker "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted. A
proxy may be revoked at any time on or before the Meeting by written notice to
the Secretary of the Trust or by attending and voting at the Meeting. Unless
revoked, all valid proxies will be voted in accordance with the specifications
thereon or, in the absence of such specifications, for approval of the Plan and
the Reorganization contemplated thereby.

[As of the Record Date, Comerica Bank, located at One Detroit Center, 500
Woodward Ave., Detroit, Michigan 48226, held of record substantially all of the
outstanding shares of the Fund as agent, custodian or trustee for its customers.
As of that date, there were no other persons known to the Trust to be beneficial
owners of 5% or more of the outstanding shares of the Fund.]

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<PAGE>

In addition, as of the Record Date, Comerica Bank possessed sole or shared
voting or investment power for its customer accounts with respect to _____% of
the Fund's outstanding shares.

The Trust has been advised by Comerica Bank that it intends to vote the
shares of the Fund over which it has voting power FOR and AGAINST each Proposal
at the Meeting in the same proportions as the total votes that are cast FOR and
AGAINST that Proposal by other shareholders of the Fund. Comerica Bank does not
have any economic interest in such shares, which are held solely for the benefit
of its customers.

The chart below lists the number of shares of each class of the Fund that
were outstanding as of the close of business on the Record Date:

CLASS SHARES OUTSTANDING
----- ------------------
<S> <C>
Class A
Class B
Class C
Class K
Class Y
</TABLE>

[As of the Record Date, the Directors and officers of The Munder Funds,
Inc., as a group, owned _____ Class C shares of the Munder Growth Fund, which
represented __% of the outstanding Class C shares of that fund. Lee P. Munder
and Terry H. Gardner are administrators of a pension plan for employees of
Munder Capital Management, which as of the record date owned ______ Class C
shares of Munder Growth Fund, which represented __% of the outstanding Class C
shares of the Fund. Munder Capital Management and affiliates of Munder Capital
Management, through common ownership, owned beneficially _____ Class C shares of
Munder Growth Fund, which represented __% of the outstanding Class C shares of
that fund.]

[As of the Record Date, the following persons or "groups" (as that term is
used in Section 13(d) of the Securities Exchange Act of 1934, as amended the
"Exchange Act") owned beneficially or of record five percent or more of the
outstanding shares of a class of Munder Growth
Fund:_________________________________________________________________, on its
own behalf and on behalf of its clients, owned __ Class A shares (__% of the
outstanding Class A shares, _____ Class B shares (__% of the outstanding Class B
shares), ____ Class C shares (_% of the outstanding Class C shares) and _____
Class Y shares (__% of the outstanding Class Y shares);
__________________________________________ owned _____ _____ Class A shares (__%
of the outstanding Class A shares) __ and Munder Capital Management on its own
behalf and on behalf of its clients owned ____ Class C shares (__% of the
outstanding Class C shares).]

As of the Record Date, the officers and Trustees of the Trust beneficially owned
as a group less than 1% of the outstanding shares of the Fund.

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<PAGE>

Approval of the Plan will require the affirmative vote of a majority of the
outstanding shares of the Fund with all classes voting together and not by
class. Shareholders of the Fund are entitled to one vote for each share.
Fractional shares are entitled to proportional voting rights.

Proxies are solicited by mail. Additional solicitations may be made by
telephone, telegraph or personal contact by officers or employees of Munder
Capital Management and its affiliates or by proxy soliciting firms retained by
Munder Capital Management. [Munder Capital Management has retained Proxy
Advantage to provide proxy solicitation services in connection with the Meeting
at an estimated cost of $ 39, 000. The cost of the solicitation will be borne
by the Fund and Munder Growth Fund.

In the event that sufficient votes to approve the Reorganization are not
received by 10:00 a.m. on May __, 1998, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies. In determining whether to adjourn the Meeting, the following factors
may be considered: the percentage of votes actually cast, the percentage of
negative votes actually cast, the nature of any further solicitation and the
information to be provided to shareholders with respect to the reasons for the
solicitation. Any such adjournment will require an affirmative vote by the
holders of a majority of the shares present in person or by proxy and entitled
to vote at the Meeting. The persons named as proxies will vote upon such
adjournment after consideration of the best interests of all shareholders of the
Fund.

The votes of the shareholders of Munder Growth Fund are not being
solicited, since their approval or consent is not necessary for the
Reorganization to take place.

FINANCIAL STATEMENTS AND EXPERTS

The audited financial statements of the Fund as of June 30, 1997 and the
audited financial statements for Munder Growth Fund as of June 30, 1997 have
been incorporated by reference into this Prospectus/Proxy Statement in reliance
on the reports of Ernst & Young LLP, independent auditors and independent
accountants for the Fund and Munder Growth Fund, given on the authority of such
firm as expert in accounting and auditing. The unaudited financial statements
of the Fund and of Munder Growth Fund as of December 31, 1997 have also been
incorporated by reference into the Prospectus/Proxy Statement.

LEGAL MATTERS

Certain legal matters concerning the issuance of shares of Munder Growth
Fund will be passed upon by Dechert Price & Rhoads, 1775 Eye Street, N.W.,
Washington, D.C. 20006.

THE TRUSTEES OF THE TRUST, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND
APPROVAL OF THE PLAN INCLUDING THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE
ASSETS OF THE FUND TO MUNDER GROWTH FUND, THE TERMINATION OF THE FUND AND THE
DISTRIBUTION OF SHARES OF MUNDER GROWTH FUND TO SHAREHOLDERS OF THE FUND,

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<PAGE>

AND ANY UNMARKED PROXIES WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE VOTED IN
FAVOR OF APPROVAL OF THE PLAN.

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<PAGE>

EXHIBIT A

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this 24th day of February, 1998, by and between The Munder Funds, Inc. (the
"Company"), a Maryland corporation, on behalf of The Munder Multi-Season Growth
Fund (the "Acquiring Fund"), a separate investment series of the Company, and
Munder Funds Trust (the "Trust"), a Massachusetts business trust, on behalf of
the Munder Accelerating Growth Fund (the "Acquired Fund") a separate investment
series of the Trust.

This Agreement is intended to be and is adopted as a plan of reorganization
and liquidation within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the
"Reorganization") will consist of the transfer of all or substantially all of
the assets of the Acquired Fund in exchange solely for Class A, Class B, Class
C, Class K and Class Y shares of common stock (the "Shares") of the Acquiring
Fund, the assumption by the Acquiring Fund of certain identified liabilities of
the Acquired Fund, and the distribution of the Acquiring Fund Shares to the
shareholders of the Acquired Fund in liquidation of the Acquired Fund as
provided herein, all upon the terms and conditions hereinafter set forth in this
Agreement.

WHEREAS, the Company and the Trust are each registered investment companies
of the management type and the Acquired Fund owns securities that generally are
assets of the character in which the Acquiring Fund is permitted to invest; and

WHEREAS, the Company is authorized to issue its shares of common stock in
separate series, including the Acquiring Fund, each of which maintains a
separate and distinct portfolio of assets; and

WHEREAS, the Trust is authorized to issue its shares of beneficial interest
in separate series, including the Acquired Fund, each of which maintains a
separate and distinct portfolio of assets; and

WHEREAS, the Board of Trustees of the Trust on behalf of the Acquired Fund
has determined that the exchange of all or substantially all of the assets of
the Acquired Fund for Acquiring Fund Shares and the assumption of certain
identified liabilities of the Acquired Fund by the Acquiring Fund is in the best
interests of the Acquired Fund and its shareholders and that the interests of
the existing shareholders of the Acquired Fund would not be diluted as a result
of this transaction; and

WHEREAS, the Board of Directors of the Company on behalf of the Acquiring
Fund has determined that the exchange of all or substantially all of the assets
of the Acquired Fund for Acquiring Fund Shares and the assumption of certain
identified liabilities of the Acquired Fund by the Acquiring Fund is in the best
interests of the Acquiring Fund and its shareholders and that the interests of
the existing shareholders of the Acquiring Fund would not be diluted as a result
of this transaction.

NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:

<PAGE>

1. TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE ACQUIRED FUND IN
EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF CERTAIN IDENTIFIED
ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND

1.1 Subject to the terms and conditions herein set forth and on the basis
of the representations and warranties contained herein, the Acquired Fund agrees
to transfer all or substantially all of the Acquired Fund's assets as set forth
in paragraph 1.2 to the Acquiring Fund, and the Acquiring Fund agrees in
exchange therefor: (i) to deliver to the Acquired Fund the number of Class A
Acquiring Fund Shares, including fractional Class A Acquiring Fund Shares,
determined by dividing the value of the Acquired Fund's net assets attributable
to its Class A shares, computed in the manner and as of the time and date set
forth in paragraph 2.1, by the net asset value of one Acquiring Fund Class A
Share computed in the manner and as of the time and date set forth in paragraph
2.2; (ii) to deliver to the Acquired Fund the number of Class B Acquiring Fund
Shares, including fractional Class B Acquiring Fund Shares, determined by
dividing the value of the Acquired Fund's net assets attributable to its Class B
Shares, computed in the manner and as of the time and date set forth in
paragraph 2.1, by the net asset value of one Acquiring Fund Class B Share,
computed in the manner and as of the time and date set forth in paragraph 2.2;
(iii) to deliver to the Acquired Fund the number of Class C Acquiring Fund
Shares, including fractional Class C Acquiring Fund Shares, determined by
dividing the value of the Acquired Fund's net assets attributable to its Class C
Shares, computed in the manner and as of the time and date set forth in
paragraph 2.1, by the net asset value of one Acquiring Fund Class C Share,
computed in the manner and as of the time and date set forth in paragraph 2.2;
(iv) to deliver to the Acquired Fund the number of Class K Acquiring Fund
shares, including fractional Class K Acquiring Fund shares, determined by
dividing the value of the Acquired Fund's net assets attributable to its Class K
shares, computed in the manner and as of the time and date set forth in
paragraph 2.1, by the net asset value of one Acquiring Fund Class K share,
computed in the manner and as of the time and date set forth in paragraph 2.2;
(v) to deliver to the Acquired Fund the number of Class Y Acquiring Fund shares,
including fractional Class Y Acquiring Fund Shares, determined by dividing the
value of the Acquired Fund's net assets attributable to its Class Y Shares,
computed in the manner and as of the time and date set forth in paragraph 2.1,
by the net asset value of one Acquiring Fund class Y Share, computed in the
manner and as of the time and date set forth in paragraph 2.2; and (vi) to
assume certain liabilities of the Acquired Fund, as set forth in paragraph 1.3.
Such transactions shall take place at the closing provided for in paragraph 3.1
(the "Closing").

1.2 (a) The assets of the Acquired Fund to be acquired by the Acquiring
Fund shall consist of all or substantially all of the property including,
without limitation, such cash, securities, and dividend or interest receivables
which are owned by the Acquired Fund and any deferred or prepaid expenses shown
as an asset on the books of the Acquired Fund on the closing date provided in
paragraph 3.1 (the "Closing Date").

(b) The Acquired Fund has provided the Acquiring Fund with a list of
all of the Acquired Fund's assets as of the date of execution of this Agreement.
The Acquired Fund reserves the right to sell any of these securities but will
not, without the prior approval of the Acquiring Fund,

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<PAGE>

acquire any additional securities other than securities of the type in which
the Acquiring Fund is permitted to invest; PROVIDED, HOWEVER, that any sale
that might call into question the Reorganization as a tax-free reorganization
shall not be permitted. The Acquiring Fund will, within a reasonable time
prior to the Closing Date, furnish the Acquired Fund with a statement of the
Acquiring Fund's investment objectives, policies and restrictions and a list
of the securities, if any, on the Acquired Fund's list referred to in the
first sentence of this paragraph which do not conform to the Acquiring Fund's
investment objectives, policies and restrictions. In the event that the
Acquired Fund holds any investments which the Acquiring Fund may not hold,
the Acquired Fund will dispose of such securities prior to the Closing Date.
In addition, if it is determined that the portfolios of the Acquired Fund and
the Acquiring Fund, when aggregated, would contain investments exceeding
certain percentage limitations imposed upon the Acquiring Fund with respect
to such investments, the Acquired Fund, if requested by the Acquiring Fund,
will dispose of and/or reinvest a sufficient amount of such investments as
may be necessary to avoid violating such limitations as of the Closing Date.

1.3 The Acquired Fund will endeavor to discharge all the Acquired Fund's
known liabilities and obligations prior to the Closing Date. The Acquiring Fund
shall assume all liabilities, expenses, costs, charges and reserves reflected on
an unaudited statement of assets and liabilities of the Acquired Fund prepared
by State Street Bank and Trust Company, as administrator of the Acquiring Fund
and the Acquired Fund, as of the Valuation Date (as defined in paragraph 2.1),
in accordance with generally accepted accounting principles consistently applied
from the prior audited period. The Acquiring Fund shall assume only those
liabilities of the Acquired Fund reflected in that unaudited statement of assets
and liabilities and shall not assume any other liabilities not reflected
thereon.

1.4 As provided in paragraph 3.4, as soon after the Closing Date as is
conveniently practicable (the "Liquidation Date"), the Acquired Fund will
liquidate and distribute pro rata to the Acquired Fund's shareholders of record
determined as of the close of business on the Closing Date (the "Acquired Fund
Shareholders") the Acquiring Fund Shares it receives pursuant to paragraph 1.1.
Such liquidation and distribution will be accomplished by the transfer of the
Acquiring Fund Shares then credited to the account of the Acquired Fund on the
books of the Acquiring Fund to open accounts on the share records of the
Acquiring Fund in the name of the Acquired Fund's shareholders and representing
the respective pro rata number of the Acquiring Fund Shares due such
shareholders. All issued and outstanding shares of the Acquired Fund will
simultaneously be canceled on the books of the Acquired Fund. The Acquiring
Fund shall not issue certificates representing the Acquiring Fund Shares in
connection with such exchange.

1.5 Ownership of Acquiring Fund Shares will be shown on the books of the
Acquiring Fund's transfer agent. Shares of the Acquiring Fund will be issued in
the manner described in the Acquiring Fund's current prospectus and statement of
additional information.

1.6 Any reporting responsibility of the Acquired Fund is and shall remain
the responsibility of the Acquired Fund up to and including the Closing Date and
such later dates on which the Acquired Fund is terminated.

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<PAGE>

2. VALUATION

2.1 The value of the Acquired Fund's assets to be acquired by the
Acquiring Fund hereunder shall be the value of such assets computed as of the
close of regular trading on the New York Stock Exchange, Inc. (the "NYSE") on
the Closing Date (such time and date being hereinafter called the "Valuation
Date"), using the valuation procedures set forth in the Acquiring Fund's then
current prospectus or statement of additional information.

2.2 The net asset value of an Acquiring Fund Share shall be the net asset
value per share computed as of the close of regular trading on the NYSE on the
Valuation Date, using the valuation procedures set forth in the Acquiring Fund's
then current prospectus or statement of additional information.

2.3 The number of the Acquiring Fund Shares to be issued (including
fractional shares, if any) in exchange for the Acquired Fund's net assets shall
be determined by dividing the value of the net assets of the Acquired Fund
determined using the same valuation procedures referred to in paragraph 2.1 by
the net asset value per share of an Acquiring Fund share determined in
accordance with paragraph 2.2.

2.4 All computations of value shall be made by Munder Capital Management
or the administrator in accordance with their regular practice as pricing agents
for the Acquiring Fund.

2.5 In carrying out the valuations and calculations required in this
section, Class A shares of the Acquiring Fund shall be issued only to the extent
of the value of the assets of the Acquired Fund representing the pro rata
interest of Class A shares of the Acquired Fund. Class B shares of the
Acquiring Fund shall be issued only to the extent of the value of the assets of
the Acquired Fund representing the pro rata interest of Class B shares of the
Acquired Fund. Class C shares of the Acquiring Fund shall be issued only to the
extent of the value of the assets of the Acquired Fund representing the pro rata
interest of Class C shares of the Acquired Fund. Class K shares of the
Acquiring Fund shall be issued only to the extent of the value of the assets of
the Acquired Fund representing the pro rata interest of Class K shares of the
Acquired Fund. Class Y shares of the Acquiring Fund shall be issued only to the
extent of the value of the assets of the Acquired Fund representing the pro rata
interest of Class Y shares of the Acquired Fund.

3. CLOSING AND CLOSING DATE

3.1 The Closing Date shall be May _, 1998, or such later date as the
parties may agree to in writing. All acts taking place at the Closing shall be
deemed to take place simultaneously as of the close of business on the Closing
Date unless otherwise provided. The Closing shall be held as of 5:00 p.m., at
the offices of Munder Capital Management, 480 Pierce Street, Birmingham,
Michigan 48009, or at such other time and/or place as the parties may agree.

3.2 State Street Bank and Trust, as sub-custodian for the Acquiring Fund
(the "Custodian"), shall deliver at the Closing a certificate of an authorized
officer stating that the Acquired

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<PAGE>

Fund's portfolio securities, cash and any other assets shall have been delivered
in proper form to the Acquiring Fund within two business days prior to or on the
Closing Date.

3.3 In the event that on the Valuation Date (a) the NYSE or another
primary trading market for portfolio securities of the Acquiring Fund or the
Acquired Fund shall be closed to trading or trading thereon shall be restricted
or (b) trading or the reporting of trading on the NYSE or elsewhere shall be
disrupted so that accurate appraisal of the value of the net assets of the
Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be
postponed until the first business day after the day when trading shall have
been fully resumed and reporting shall have been restored.

3.4 The Acquired Fund shall deliver at the Closing a list of the names and
addresses of the Acquired Fund's shareholders and the number and percentage
ownership of outstanding Shares owned by each such shareholder immediately prior
to the Closing, certified on behalf of the Company by its President. The
Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring
Fund Shares to be credited on the Closing Date to the Secretary of the Acquired
Fund or provide evidence satisfactory to the Acquired Fund that such Acquiring
Fund Shares have been credited to the Acquired Fund's account on the books of
the Acquiring Fund. At the Closing, each party shall deliver to the other such
bills of sale, checks, assignments, share certificates, if any, receipts or
other documents as such other party or its counsel may reasonably request.

4. REPRESENTATIONS AND WARRANTIES

4.1 The Trust and the Acquired Fund represent and warrant to the Company
and the Acquiring Fund as follows:

(a) The Trust is a Massachusetts business trust, duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Massachusetts;

(b) The Trust is a registered investment company classified as a
management company of the open-end type and its registration with the Securities
and Exchange Commission (the "Commission") as an investment company under the
Investment Company Act of 1940 (the "1940 Act") is in full force and effect;

(c) The Trust is not, and the execution, delivery and performance of
this Agreement will not result, in a material violation of its Declaration of
Trust or Code of Regulations or of any agreement, indenture, instrument,
contract, lease or other undertaking to which the Trust or the Acquired Fund is
a party or by which it is bound;

(d) The Trust and the Acquired Fund have no material contracts or
other commitments (other than this Agreement) which will be terminated with
liability prior to the Closing Date;

(e) Except as otherwise disclosed in writing to and accepted by the
Company and the Acquiring Fund, no litigation or administrative proceeding or
investigation of or before any

-5-
<PAGE>

court or governmental body is presently pending or to its knowledge threatened
against the Trust, the Acquired Fund or any of their properties or assets (other
than that previously disclosed to the other party to the Agreement) which, if
adversely determined, would materially and adversely affect their financial
condition or the conduct of their business. The Trust and the Acquired Fund
know of no facts which might form the basis for the institution of such
proceedings and are not parties to or subject to the provisions of any order,
decree or judgment of any court or governmental body which materially and
adversely affects their business or their ability to consummate the transactions
herein contemplated;

(f) The statements of assets and liabilities of the Acquired Fund for
the period ended February 28, 1993, for the fiscal years ended February 28, 1994
and 1995, for the period ended June 30, 1995, and for the fiscal years ended
June 30, 1996 and 1997, have been audited by Ernst & Young LLP, certified public
accountants, and are in accordance with generally accepted accounting principles
consistently applied, and such statements (copies of which have been furnished
to the Acquiring Fund) fairly reflect the financial condition of the Acquired
Fund as of such dates, and there are no known contingent liabilities of the
Acquired Fund as of such dates not disclosed therein;

(g) Since June 30, 1997, there has not been any material adverse
change in the Acquired Fund's financial condition, assets, liabilities or
business other than changes occurring in the ordinary course of business, or any
incurrence by the Acquired Fund of indebtedness maturing more than one year from
the date that such indebtedness was incurred, except as otherwise disclosed to
and accepted by the Acquiring Fund. For the purposes of this subparagraph (g),
a decline in net asset value per share of the Acquired Fund Shares shall not
constitute a material adverse change;

(h) At the Closing Date, all federal and other tax returns and
reports of the Acquired Fund required by law to have been filed by such date
shall have been filed, and all federal and other taxes shall have been paid so
far as due, or provision shall have been made for the payment thereof and, to
the best of the Acquired Fund's knowledge, no such return or report is currently
under audit and no assessment has been asserted with respect to such returns or
reports;

(i) For each taxable year of its operation, the Acquired Fund has met
the requirements of Subchapter M of the Code for qualification and treatment as
a regulated investment company and has elected to be treated as such;

(j) All issued and outstanding Shares of the Acquired Fund are, and
at the Closing Date will be, duly and validly issued and outstanding, fully paid
and non-assessable. All of the issued and outstanding Shares of the Acquired
Fund will, at the time of Closing, be held by the persons and in the amounts set
forth in the records of the transfer agent as provided in paragraph 3.4. The
Acquired Fund does not have outstanding any options, warrants or other rights to
subscribe for or purchase any of the Acquired Fund's Shares, nor is there
outstanding any security other than Class B Shares, convertible into any of the
Acquired Fund's Shares;

-6-
<PAGE>

(k) At the Closing Date, the Acquired Fund will have good and
marketable title to its assets to be transferred to the Acquiring Fund pursuant
to paragraph 1.2 and full right, power and authority to sell, assign, transfer
and deliver such assets hereunder and, upon delivery and payment for such
assets, the Acquiring Fund will acquire good and marketable title thereto,
subject to no restrictions on the full transfer thereof, including such
restrictions as might arise under the Securities Act of 1933, as amended (the
"1933 Act"), other than as disclosed to the Acquiring Fund;

(l) The execution, delivery and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary actions on
the part of the Trust's Board of Trustees, and subject to the approval of the
Acquired Fund's shareholders, this Agreement will constitute a valid and binding
obligation of the Trust and the Acquired Fund, enforceable in accordance with
its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization,
moratorium and other laws relating to or affecting creditors' rights and to
general equity principles;

(m) The information to be furnished by the Trust and the Acquired
Fund for use in no-action letters, applications for exemptive orders,
registration statements, proxy materials and other documents which may be
necessary in connection with the transactions contemplated hereby shall be
accurate and complete in all material respects and shall comply in all material
respects with federal securities and other laws and regulations thereunder
applicable thereto;

(n) The proxy statement of the Acquired Fund (the "Proxy Statement")
to be included in the registration statement (the "Registration Statement")
referred to in paragraph 5.7 (other than information therein that relates to the
Acquiring Fund) will, on the effective date of the Registration Statement and on
the Closing Date, not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which such statements
were made, not materially misleading.

4.2 The Company and the Acquiring Fund represent and warrant to the Trust
and the Acquired Fund as follows:

(a) The Company is a Maryland corporation, duly organized, validly
existing and in good standing under the laws of the State of Maryland;

(b) The Company is a registered investment company classified as a
management company of the open-end type and its registration with the Commission
as an investment company under the 1940 Act is in full force and effect;

(c) The current prospectus and statement of additional information of
the Acquiring Fund conform in all material respects to the applicable
requirements of the 1933 Act and the 1940 Act and the rules and regulations of
the Commission thereunder and do not

-7-
<PAGE>

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 were made, not materially
misleading;

(d) At the Closing Date, the Acquiring Fund will have good and
marketable title to the Acquiring Fund's assets;

(e) The Company is not, and the execution, delivery and performance
of this Agreement will not result, in a material violation of its Articles of
Incorporation or By-Laws or of any agreement, indenture, instrument, contract,
lease or other undertaking to which the Company or the Acquiring Fund is a party
or by which it is bound;

(f) No material litigation or administrative proceeding or
investigation of or before any court or governmental body is presently pending
or threatened against the Company or the Acquiring Fund or any of its properties
or assets, except as previously disclosed in writing to the Acquired Fund. The
Company and the Acquiring Fund know of no facts which might form the basis for
the institution of such proceedings and neither is a party to or subject to the
provisions of any order, decree or judgment of any court or governmental body
which materially and adversely affects its business or its ability to consummate
the transactions contemplated herein;

(g) The statement of assets and liabilities of the Acquiring Fund for
the fiscal year ended December 31, 1993 and 1994 have been audited by Arthur
Andersen & Co. LLP, certified public accountants. The statement of assets and
liabilities of the Acquiring Fund for the period ended June 30, 1995 and for the
fiscal years ended June 30, 1996 and 1997 have been audited by Ernst & Young
LLP, certified public accountants. All such statements are in accordance with
generally accepted accounting principles, and such statements (copies of which
have been furnished to the Acquired Fund) fairly reflect the financial condition
of the Acquiring Fund as of such date, and there are no known contingent
liabilities of the Acquiring Fund as of such dates not disclosed therein;

(h) Since June 30, 1997, there has not been any material adverse
change in the Acquiring Fund's financial condition, assets, liabilities or
business other than changes occurring in the ordinary course of business, or any
incurrence by the Acquiring Fund of indebtedness maturing more than one year
from the date that such indebtedness was incurred. For the purposes of this
subparagraph (h), a decline in net asset value per share of the Acquiring Fund
Shares shall not constitute a material adverse change;

(i) At the Closing Date, all federal and other tax returns and
reports of the Acquiring Fund required by law to have been filed by such date
shall have been filed, and all federal and other taxes shall have been paid so
far as due, or provision shall have been made for the payment thereof and, to
the best of the Acquiring Fund's knowledge, no such return or report is
currently under audit and no assessment has been asserted with respect to such
returns or reports;

-8-
<PAGE>

(j) For each taxable year of its operation, the Acquiring Fund has
met the requirements of Subchapter M of the Code for qualification and treatment
as a regulated investment company and has elected to be treated as such and the
Acquiring Fund intends to do so in the future;

(k) At the date hereof, all issued and outstanding Acquiring Fund
Shares are, and at the Closing Date will be, duly and validly issued and
outstanding, fully paid and non-assessable, with no personal liability attaching
to the ownership thereof. The Acquiring Fund does not have outstanding any
options, warrants or other rights to subscribe for or purchase any Acquiring
Fund Shares, nor is there outstanding any security other than Class B shares,
convertible into any Acquiring Fund Shares;

(l) The execution, delivery and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary actions, if
any, on the part of the Company's Board of Directors, and this Agreement will
constitute a valid and binding obligation of the Company and the Acquiring Fund
enforceable in accordance with its terms, subject as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium and other laws relating to or
affecting creditors' rights and to general equity principles;

(m) The Acquiring Fund Shares to be issued and delivered to the
Acquired Fund, for the account of the Acquired Fund's shareholders, pursuant to
the terms of this Agreement, will at the Closing Date have been duly authorized
and, when so issued and delivered, will be duly and validly issued Acquiring
Fund Shares, and will be fully paid and nonassessable with no personal liability
attaching to the ownership thereof;

(n) The information to be furnished by the Acquiring Fund for use in
no-action letters, applications for exemptive orders, registration statements,
proxy materials and other documents which may be necessary in connection with
the transactions contemplated hereby shall be accurate and complete in all
material respects and shall comply in all material respects with federal
securities and other laws and regulations applicable thereto;

(o) The Proxy Statement to be included in the Registration Statement
(only insofar as it relates to the Acquiring Fund) will, on the effective date
of the Registration Statement and on the Closing Date, not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which such statements were made, not materially misleading;
and

(p) The Acquiring Fund agrees to use all reasonable efforts to obtain
the approvals and authorizations required by the 1933 Act, the 1940 Act and such
of the state Blue Sky or securities laws as it may deem appropriate in order to
continue its operations after the Closing Date.

-9-
<PAGE>

5. COVENANTS OF THE ACQUIRING FUND, THE COMPANY, THE ACQUIRED FUND AND THE
TRUST

5.1 The Acquiring Fund and the Acquired Fund each will operate its
business in the ordinary course between the date hereof and the Closing Date.
It is understood that such ordinary course of business will include the
declaration and payment of customary dividends and distributions and any other
dividends and distributions deemed advisable.

5.2 The Trust will call a meeting of the Acquired Fund's shareholders to
consider and act upon this Agreement and to take all other actions necessary to
obtain approval of the transactions contemplated herein.

5.3 The Acquired Fund covenants that the Acquiring Fund Shares to be
issued hereunder are not being acquired for the purpose of making any
distribution thereof other than in accordance with the terms of this Agreement.

5.4 The Trust and the Acquired Fund will assist the Acquiring Fund in
obtaining such information as the Acquiring Fund reasonably requests concerning
the beneficial ownership of the Acquired Fund's Shares.

5.5 Subject to the provisions of this Agreement, the Company, the
Acquiring Fund, the Trust and the Acquired Fund each will take, or cause to be
taken, all action, and do or cause to be done, all things reasonably necessary,
proper or advisable to consummate and make effective the transactions
contemplated by this Agreement.

5.6 As promptly as practicable, but in any case within sixty days after
the Closing Date, the Acquired Fund shall furnish the Acquiring Fund, in such
form as is reasonably satisfactory to the Acquiring Fund, a statement of the
earnings and profits of the Acquired Fund for federal income tax purposes which
will be carried over to the Acquiring Fund as a result of Section 381 of the
Code, and which will be certified by the Trust's President or Vice President and
its Treasurer.

5.7 The Acquired Fund will provide the Acquiring Fund with information
reasonably necessary for the preparation of a prospectus (the "Prospectus")
which will include the Proxy Statement referred to in paragraph 4.l(n), all to
be included in a registration statement on Form N-14 of the Acquiring Fund (the
"Registration Statement"), in compliance with the 1933 Act, the Securities
Exchange Act of 1934 (the "1934 Act") and the 1940 Act in connection with the
meeting of the Acquired Fund's shareholders to consider approval of this
Agreement and the transactions contemplated herein.

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST AND THE ACQUIRED FUND

The obligations of the Trust and the Acquired Fund to consummate the
transactions provided for herein shall be subject, at its election, to the
performance by the Company and the Acquiring Fund

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<PAGE>

of all of the obligations to be performed by them hereunder on or before the
Closing Date and, in addition thereto, the following further conditions:

6.1 All representations and warranties of the Company and the Acquiring
Fund contained in this Agreement shall be true and correct in all material
respects as of the date hereof and, except as they may be affected by the
transactions contemplated by this Agreement, as of the Closing Date with the
same force and effect as if made on and as of the Closing Date;

6.2 The Company shall have delivered to the Acquired Fund a certificate
executed in its name by its President or Vice President and its Treasurer or
Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund and
dated as of the Closing Date, to the effect that the representations and
warranties of the Company and the Acquiring Fund made in this Agreement are true
and correct at and as of the Closing Date, except as they may be affected by the
transactions contemplated by this Agreement and as to such other matters as the
Acquired Fund shall reasonably request; and

6.3 The Trust shall have received on the Closing Date a favorable opinion
from Dechert Price & Rhoads, counsel to the Company and the Acquiring Fund,
dated as of the Closing Date, covering the following points:

That (a) the Acquiring Fund is a series of the Company which is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Maryland and has the corporate power to own all of its
properties and assets and to carry on its business as presently conducted;
(b) the Agreement has been duly authorized, executed and delivered by the
Company on behalf of the Acquiring Fund and, assuming that the Prospectus,
Registration Statement and Proxy Statement comply with the 1933 Act, the
1934 Act and the 1940 Act and the rules and regulations thereunder and,
assuming due authorization, execution and delivery of the Agreement by the
Company on behalf of the Acquiring Fund, is a valid and binding obligation
of the Company enforceable against the Company and the Acquiring Fund in
accordance with its terms, subject as to enforcement, to bankruptcy,
insolvency, reorganization, moratorium and other laws relating to or
affecting creditors' rights gen erally and to general equity principles;
(c) the Acquiring Fund Shares to be issued to the Acquired Fund's
shareholders as provided by this Agreement are duly authorized and
upon such delivery will be validly issued and outstanding and are fully
paid and non-assessable, and no shareholder of the Acquiring Fund has any
preemptive rights to subscription or purchase in respect thereof; (d) the
execution and delivery of this Agreement did not, and the consummation of
the transactions contemplated hereby will not, result in a material
violation of the Company's Articles of Incorporation or By-Laws or any
provision of any agreement (known to such counsel) to which the Company or
the Acquiring Fund is a party or by which it is bound or, to the knowledge
of such counsel, result in the acceleration of any obligation or the
imposition of any penalty, under any agreement, judgment or decree to which
the Acquiring Fund is a party or by which it is bound; (e) to the knowledge
of such counsel, no consent, approval, authorization or order of any court
or governmental authority of the United States, the State of Maryland or
Commonwealth of Massachusetts is required for the consummation by the
Company and the

-11-
<PAGE>

Acquiring Fund of the transactions contemplated herein,
except such as have been obtained under the 1933 Act, the 1934 Act and the
1940 Act, and such as may be required under state securities law; (f) only
insofar as they relate to the Acquiring Fund, the descriptions in the Proxy
Statement of statutes, legal and governmental proceedings and contracts and
other documents, if any, are accurate and fairly present the information
required to be shown; (g) such counsel does not know of any legal or
governmental proceedings, only insofar as they relate to the Acquiring
Fund, existing on or before the effective date of the Registration
Statement or the Closing Date required to be described in the Registration
Statement or to be filed as exhibits to the Registration Statement which
are not described or filed as required; (h) the Company is registered as an
investment company under the 1940 Act and its registration with the
Commission as an investment company under the 1940 Act is in full force and
effect; and (i) to the best knowledge of such counsel, no litigation or
administrative proceeding or investigation of or before any court or
governmental body is presently pending or threatened as to the Company or
the Acquiring Fund or any of their properties or assets and neither the
Company nor the Acquiring Fund is a party to or subject to the provisions
of any order, decree or judgment of any court or governmental body, which
materially and adversely affects its business, other than as previously
disclosed in the Registration Statement. In addition, such counsel also
shall state that they have participated in conferences with officers and
other representatives of the Company and the Acquiring Fund at which the
contents of the Proxy Statement and related matters were discussed and,
although they are not passing upon and do not assume any responsibility for
the accuracy, completeness or fairness of the statements contained in the
Proxy Statement (except to the extent indicated in paragraph (f) of their
above opinion), on the basis of the foregoing (relying as to materiality to
a large extent upon the opinions of officers and other representatives of
the Company and the Acquiring Fund), no facts have come to their attention
that lead them to believe that the Proxy Statement as of its date, as of
the date of the Acquired Fund shareholders' meeting and as of the Closing
Date, contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein regarding the Acquiring Fund
or necessary to make the statements therein regarding the Acquiring Fund,
in light of the circumstances under which they were made, not misleading.
Such opinion may state that such counsel does not express any opinion or
belief as to the financial statements or other financial data or as to the
information relating to the Trust and the Acquired Fund, contained in the
Proxy Statement or Registration Statement, and that such opinion is solely
for the benefit of the Trust, the Acquired Fund, its Trustees and its
officers. (Such counsel may rely as to matters governed by the laws of the
State of Maryland on an opinion of Maryland counsel.) Such opinion also
shall include such other matters incident to the transaction contemplated
hereby as the Acquired Fund may reasonably request. Finally, such opinion
need not opine with respect to the applicability of Section 17(a) under the
1940 Act and Rule 17a-8 thereunder.

In this paragraph 6.3, references to the Proxy Statement include and relate
only to the text of such Proxy Statement and not to any exhibits or attachments
thereto or to any documents incorporated by reference therein.

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<PAGE>

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE ACQUIRING FUND

The obligations of the Company and the Acquiring Fund to complete the
transactions provided for herein shall be subject, at their election, to the
performance by the Trust and the Acquired Fund of all the obligations to be
performed by them hereunder on or before the Closing Date and, in addition
thereto, the following conditions:

7.1 All representations and warranties of the Trust and the Acquired Fund
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date with the same force and
effect as if made on and as of the Closing Date;

7.2 The Acquired Fund shall have delivered to the Acquiring Fund a
statement of the Acquired Fund's assets and liabilities, together with a list of
the Acquired Fund's portfolio securities showing the tax costs of such
securities by lot and the holding periods of such securities, as of the Closing
Date, certified by the Treasurer or Assistant Treasurer of the Trust;

7.3 The Trust shall have delivered to the Acquiring Fund on the Closing
Date a certificate executed in its name and on behalf of the Acquired Fund by
its President or Executive Vice President and its Treasurer or Assistant
Treasurer, in form and substance satisfactory to the Company and the Acquiring
Fund and dated as of the Closing Date, to the effect that the representations
and warranties of the Trust and the Acquired Fund made in this Agreement are
true and correct at and as of the Closing Date, except as they may be affected
by the transactions contemplated by this Agreement, and as to such other matters
as the Acquiring Fund shall reasonably request; and

7.4 The Company shall have received on the Closing Date a favorable
opinion of Dechert Price & Rhoads, counsel to the Acquired Fund, covering the
following points:

That (a) the Acquired Fund is a series of the Trust which is a
Massachusetts business trust, validly existing and in good standing under
the laws of the Commonwealth of Massachusetts and has the statutory power
to own all of its properties and assets and to carry on its business as
presently conducted; (b) the Agreement has been duly authorized, executed
and delivered by the Trust on behalf of the Acquired Fund and, assuming
that the Prospectus, the Registration Statement and the Proxy Statement
comply with the 1933 Act, the 1934 Act and the 1940 Act and the rules and
regulations thereunder and, assuming due authorization, execution and
delivery of the Agreement by the Trust, is a valid and binding obligation
of the Trust and the Acquired Fund enforceable against the Trust and the
Acquired Fund in accordance with its terms, subject as to enforcement to
bankruptcy, insolvency, reorganization, moratorium and other laws relating
to or affecting creditors' rights generally and to general equity
principles; (c) the execution and delivery of the Agreement did not, and
the consummation of the transactions contemplated hereby will not, result
in a material violation of the Trust's Declaration of Trust or Code of
Regulations or any provision of any agreement (known to such counsel) to
which the Trust or the Acquired Fund is a party or by which it is bound or,
to the knowledge of such

-13-
<PAGE>

counsel, result in the acceleration of any obligation or the imposition of
any penalty, under any agreement, judgment or decree to which the Trust or
the Acquired Fund is a party or by which it is bound; (d) to the knowledge
of such counsel, no consent, approval, authorization or order of any court
or governmental authority of the United States or the Commonwealth of
Massachusetts or State of Maryland is required for the consummation by the
Trust and the Acquired Fund of the transactions contemplated herein, except
such as have been obtained under the 1933 Act, the 1934 Act and the 1940
Act, and such as may be required under state securities laws; (e) only
insofar as they relate to the Trust and the Acquired Fund, the descriptions
in the Proxy Statement of statutes, legal and governmental proceedings and
contracts and other documents, if any, are accurate and fairly present the
information required to be shown; (f) such counsel does not know of any
legal or governmental proceedings, only insofar as they relate to the Trust
and the Acquired Fund existing on or before the effective date of the
Registration Statement or the Closing Date, required to be described in the
Proxy Statement or to be filed as exhibits to the Registration Statement
which are not described and filed as required; (g) the Trust is registered
as an investment company under the 1940 Act and its registration with the
Commission as an investment company under the 1940 Act is in full force and
effect; and (h) to the best knowledge of such counsel, no litigation or
administrative proceeding or investigation of or before any court or
governmental body is presently pending or threatened as to the Trust or the
Acquired Fund or any of its respective properties or assets and neither the
Trust nor the Acquired Fund is a party to or subject to the provisions of
any order, decree or judgment of any court or governmental body, which
materially and adversely affects its business other than as previously
disclosed in the Proxy Statement. Such counsel also shall state that they
have participated in conferences with officers and other representatives of
the Trust and the Acquired Fund at which the contents of the Proxy
Statement and related matters were discussed and, although they are not
passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Proxy Statement
(except to the extent indicated in paragraph (e) of their above opinion),
on the basis of the foregoing (relying as to materiality to a large extent
upon the opinions of officers and other representatives of the Trust and
the Acquired Fund), no facts have come to their attention that lead them to
believe that the Proxy Statement as of its date, as of the date of the
Acquired Fund's shareholder meeting, and as of the Closing Date, contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein regarding the Trust or the Acquired Fund or
necessary in the light of the circumstances under which they were made, to
make the statements therein regarding the Trust or the Acquired Fund not
misleading. Such counsel may rely as to matters governed by the
Commonwealth of Massachusetts, on an opinion of Massachusetts counsel.
Such opinion may state that such counsel does not express any opinion or
belief as to the financial statements or other financial data, or as to the
information relating to the Acquiring Fund, contained in the Proxy
Statement or Registration Statement, and that such opinion is solely for
the benefit of the Company, its Directors and its officers. Such opinion
also shall include such other matters incident to the transaction
contemplated hereby as the Company or the Acquiring Fund may reasonably
request. Finally, the opinion need not opine upon any issues arising from
the applicability of Section 17(a) under the 1940 Act and Rule 17a-8
thereunder.

-14-
<PAGE>

In this paragraph 7.4, references to the Proxy Statement include and relate
to only the text of such Proxy Statement and not to any exhibits or attachments
thereto or to any documents incorporated by reference therein.

Immediately prior to the Closing Date, the Acquired Fund shall have
declared and paid a dividend or dividends which together with all previous
dividends shall have the effect of distributing to its stockholders all of
its net capital gain for the taxable year that ends on the Closing Date.

8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY, THE ACQUIRING
FUND, THE TRUST AND THE ACQUIRED FUND

If any of the conditions set forth below do not exist on or before the
Closing Date with respect to the Acquired Fund or the Acquiring Fund, the other
party to this Agreement shall, at its option, not be required to consummate the
transactions contemplated by this Agreement:

8.1 The Agreement and the transactions contemplated herein shall have been
approved by the requisite vote of the holders of the outstanding Shares of the
Acquired Fund in accordance with the provisions of the Trust's Declaration of
Trust and Code of Regulations and certified copies of the votes evidencing such
approval shall have been delivered to the Company and the Acquiring Fund.
Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor
the Acquired Fund may waive the conditions set forth in this paragraph 8.1;

8.2 On the Closing Date, no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with, this
Agreement or the transactions contemplated herein;

8.3 All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities (including those of
the Commission and of state Blue Sky and securities authorities, including "no-
action" positions of and exemptive orders from such federal and state
authorities) deemed necessary by the Acquiring Fund or the Acquired Fund to
permit consummation, in all material respects, of the transactions contemplated
hereby shall have been obtained, except where failure to obtain any such
consent, order or permit would not involve a risk of a material adverse effect
on the assets or properties of the Acquiring Fund or the Acquired Fund, provided
that either party hereto may for itself waive any of such conditions.

8.4 The Registration Statement shall have become effective under the 1933
Act and no stop orders suspending the effectiveness thereof shall have been
issued and, to the best knowledge of the parties hereto, no investigation or
proceeding for that purpose shall have been instituted or be pending, threatened
or contemplated under the 1933 Act;

8.5 The Acquired Fund and the Acquiring Fund shall have declared a
dividend or dividends which, together with all previous such dividends, shall
have the effect of distributing to the Acquired Fund and the Acquiring Fund's
shareholders all of each of the fund's investment company taxable income for all
taxable years ending on or prior to the Closing Date (computed without regard to
any deduction for dividends paid) and all of its net capital gain realized in
all taxable years ending on or prior to the Closing Date (after reduction for
any capital loss carryforward);

-15-
<PAGE>

8.6 The parties shall have received an opinion of Dechert Price & Rhoads,
addressed to the Company and the Trust, substantially to the effect that the
transaction contemplated by this Agreement constitutes a tax-free reorganization
for federal income tax purposes. The delivery of such opinion is conditioned
upon receipt by Dechert Price & Rhoads of representations it shall request of
the Company and the Trust. Notwithstanding anything herein to the contrary,
neither the Acquiring Fund nor the Acquired Fund may waive the conditions set
forth in this paragraph 8.6.

9. BROKERAGE FEES AND EXPENSES

9.1 The Acquiring Fund and the Acquired Fund each represents and warrants
to the other that there are no brokers or finders entitled to receive any
payments in connection with the transactions provided for herein.

9.2 (a) Except as may be otherwise provided herein, the Acquired Fund and
the Acquiring Fund shall each be liable for its expenses incurred in connection
with entering into and carrying out the provisions of this Agreement, whether or
not the transactions contemplated hereby are consummated. The expenses payable
by the Acquired Fund hereunder shall include the expenses of: (i) its counsel
and independent accountants associated with Reorganization; (ii) printing and
mailing the Prospectus/Proxy Statement and soliciting proxies in connection with
the meeting of shareholders of the Acquired Fund referred to in paragraph 5.2
hereof; (iii) all fees and expenses related to the liquidation of the Acquired
Fund; (iv) fees and expenses of the Acquired Fund's custodian and transfer agent
incurred in connection with the Reorganization; and (v) any special pricing fees
associated with the valuation of the Acquired Fund's portfolio on the Closing
Date. The expenses payable by the Acquiring Fund hereunder shall include: (i)
fees and expenses of its counsel and independent accountants associated with the
Reorganization; (ii) expenses associated with preparing this Agreement and
preparing and filing the Registration Statement under the 1933 Act covering the
Acquiring Fund Shares to be issued in the Reorganization; (iii) registration or
qualification fees and expenses of preparing and filing such forms, if any,
necessary under applicable state securities laws to qualify the Acquiring Fund
Shares to be issued in connection with the Reorganization; (iv) any fees and
expenses of the Acquiring Fund's custodian and transfer agent incurred in
connection with the Reorganization; and (v) any special pricing fees associated
with the valuation of the Acquiring Fund's portfolio on the Closing Date.

(b) Consistent with the provisions of paragraph 1.3, the Acquired Fund,
prior to the Closing, shall pay for or include in the unaudited statement of
assets and liabilities prepared pursuant to paragraph 1.3 all of its known and
reasonably estimated expenses associated with the transactions contemplated by
this Agreement.

10. ENTIRE AGREEMENT, SURVIVAL OF WARRANTIES

10.1 The Company, the Acquiring Fund, the Trust and the Acquired Fund agree
that no party has made any representation, warranty or covenant not set forth
herein and that this Agreement constitutes the entire agreement between the
parties.

-16-
<PAGE>

10.2 The representations, warranties and covenants contained in this
Agreement or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder.

11. TERMINATION

11.1 This Agreement may be terminated at any time at or prior to the
Closing Date: (1) by mutual agreement of the Acquired Fund and the Acquiring
Fund; (2) by the Acquired Fund in the event the Acquiring Fund or the Company
shall, or by the Acquiring Fund in the event the Acquired Fund or the Trust
shall, materially breach any representation, warranty or agreement contained
herein to be performed at or prior to the Closing Date; or (3) if a condition
herein expressed to be precedent to the obligations of the terminating party has
not been met and it reasonably appears that it will not or cannot be met.

11.2 In the event of any such termination, there shall be no liability for
damages on the part of either the Trust or the Company, or their respective
Trustees or Directors, or officers, to the other party, but each shall bear the
expenses incurred by it incidental to the preparation and carrying out of this
Agreement as provided in paragraph 9.

12. AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officers of the Company
and the Trust; provided, however, that following the meeting of the Acquired
Fund's shareholders called by the Trust pursuant to paragraph 5.2 of this
Agreement, no such amendment may have the effect of changing the provisions for
determining the number of the Acquiring Fund Shares to be issued to the Acquired
Fund's shareholders under this Agreement to the detriment of such shareholders
without their further approval.

13. NOTICES

Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the Acquiring Fund, 480
Pierce Street, Birmingham, Michigan 48009, Attention: Lisa A. Rosen; or to the
Acquired Fund, 480 Pierce Street, Birmingham, Michigan 48009, Attention: Lisa
A. Rosen.

14. HEADINGS; COUNTERPARTS; GOVERNING LAW, ASSIGNMENT, LIMITATION OF LIABILITY

14.1 The article and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

-17-
<PAGE>

14.2 This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.

14.3 This Agreement shall be governed by and construed in accordance with
the laws of the State of Maryland.

14.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other parties. Nothing herein
expressed or implied is intended or shall be construed to confer upon or give
any person, firm or corporation, other than the parties hereto and their
respective successors and assigns, any rights or remedies under or by reason of
this Agreement.

14.5 The name of the Munder Funds Trust and the Trustees of the Munder
Funds Trust refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to time under a
Declaration of Trust dated August 30, 1989, as amended, which is hereby referred
to and a copy of which is on file at the office of the State Secretary of The
Commonwealth of Massachusetts and at the principal office of the Trust. The
obligations of the Trust entered into in the name or on behalf thereof by any of
the Trustees, officers, representatives or agents are made not individually, but
in such capacities, and are not binding upon any of the Trustees, shareholders,
officers, representatives or agents of the Trust personally, but bind only the
Trust Property (as defined in the Trust's Declaration of Trust), and all persons
dealing with any class of shares of the Trust must look solely to the Trust
Property belonging to such class for the enforcement of any claims against the
Trust.

-18-
<PAGE>

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by its Chairman of the Board, President or Vice President and its
seal to be affixed hereto and attested by its Secretary.

THE MUNDER FUNDS, INC.
on behalf of Munder
Multi-Season Growth Fund

Attest: By:___________________________

Name:_________________________
______________________________
Lisa A. Rosen Title:________________________
Secretary

MUNDER FUNDS TRUST
on behalf of Munder
Accelerating Growth Fund

Attest: By:___________________________

Name:_________________________
______________________________
Lisa A. Rosen Title:________________________
Secretary

-19-

<PAGE>

THE MUNDER FUNDS, INC.

PART B

STATEMENT OF ADDITIONAL INFORMATION

April , 1998

Acquisition of the Assets of

MUNDER ACCELERATING GROWTH FUND

By and in Exchange for Shares of

MUNDER MULTI-SEASON GROWTH FUND

480 Pierce Street
Birmingham, MI 48009
(248) 647-9201

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the Prospectus/Proxy
Statement dated April , 1998, relating specifically to the proposed transfer of
all or substantially all of the assets and liabilities of the Munder
Accelerating Growth Fund of The Munder Funds Trust in exchange for shares of the
Munder Multi-Season Growth Fund of The Munder Funds, Inc. To obtain a copy of
the Prospectus/Proxy, please write to The Munder Funds, Inc., 480 Pierce Street,
Birmingham, MI 48009 or call (248) 647-9201. The transfer is to occur pursuant
to an Agreement and Plan of Reorganization. This Statement of Additional
Information incorporates by reference the following described documents, each of
which accompanies this Statement of Additional Information:

1. The Statement of Additional Information dated October 29, 1997;

2. Annual Report of The Munder Funds (Class A, B, C and Y) for the fiscal
year ended June 30, 1997 (previously filed on EDGAR, Accession No:
0000927405-97-000319);

3. Annual Report of the Munder Funds (Class K) for the fiscal year ended
June 30, 1997 (previously filed on EDGAR, Accession No.:
0000927405-97-000319);

4. Semi-Annual Report of The Munder Funds (Class A, B, C and Y) for the
period ended December 31, 1997 (previously filed on EDGAR, Accession No.:
0000894192-98-000001);

5. Semi-Annual Report of The Munder Funds (Class K) for the period ended
December 31, 1997 (previously filed on EDGAR, Accession No.:
0000894192-98-000001);

6. Pro forma financial statements of the Munder Multi-Season Growth Fund
and the Munder Accelerating Growth Fund giving effect to the proposed
Reorganization described in the Prospectus/Proxy as of December 31, 1997.

B-1
<PAGE>

The Munder Funds, Inc.
Munder Multi-Season Growth Fund
Pro Forma Combining Statement of Assets and Liabilities
December 31, 1997
(Unaudited)

MUNDER MUNDER
MULTI-SEASON ACCELERATING PRO FORMA
GROWTH FUND GROWTH FUND ADJUSTMENTS COMBINED (NOTE 1)
------------ ------------- ----------- ----------------
<S> <C> <C> <C> <C>
ASSETS
Investments, at value
See accompanying schedules:
Securities $660,401,294 $137,408,920 $ 797,810,214
Repurchase Agreements 12,986,000 48,088,000 61,074,000
------------ ------------- ----------- ----------------
Total Investments 673,387,294 185,496,920 858,884,214
Cash 1,714 251 1,965
Interest Receivable 2,164 8,570 10,734
Dividends Receivable 603,148 108,443 711,591
Receivable for Fund shares sold 672,807 109,236 782,043
Unamortized organization costs 24,454 - 24,454
Prepaid expenses 32,857 36,395 69,252
------------ ------------- ----------- ----------------
Total Assets 674,724,438 185,759,815 860,484,253

LIABILITIES
Payable for Fund shares redeemed 1,183,475 1,177,273 2,360,748
Investment advisory fee payable 432,598 120,305 552,903
Administration fee payable 60,826 17,483 78,309
Shareholder servicing fees payable 53,531 15,744 69,275
Distribution fees payable 153,613 2,980 156,593
Transfer agent fee payable 8,000 1,589 9,589
Custodian fees payable 67,662 30,024 97,686
Accrued Trustees'/Directors' fees and expenses 1,638 160 1,798
Accrued expenses and other payables 142,372 65,710 208,082
------------ ------------- ----------- ----------------
Total Liabilities 2,103,715 1,431,268 3,534,983

NET ASSETS $672,620,723 $184,328,547 $ 856,949,270
------------ ------------- ----------- ----------------
------------ ------------- ----------- ----------------
Investments, at cost $476,206,257 $157,368,552 $ 633,574,809
------------ ------------- ----------- ----------------
------------ ------------- ----------- ----------------

NET ASSETS CONSIST OF:
Capital shares $456,131,362 $145,546,633 $ 601,677,995
Accumulated net investment income 68,337 108,889 177,226
Accumulated net realized gain 19,239,987 10,544,657 29,784,644
Net unrealized appreciation 197,181,037 28,128,368 225,309,405
------------ ------------- ----------- ----------------
$672,620,723 $184,328,547 $ 856,949,270
------------ ------------- ----------- ----------------
</TABLE>

See notes to pro forma financial statements.

<PAGE>

The Munder Funds, Inc.
Munder Multi-Season Growth Fund
Pro Forma Combining Statement of Assets and Liabilities (Cont'd)
December 31, 1997
(Unaudited)

MUNDER MUNDER
MULTI-SEASON ACCELERATING PRO FORMA
GROWTH FUND GROWTH FUND ADJUSTMENTS COMBINED (NOTE 1)
------------ ------------- ----------- ----------------
<S> <C> <C> <C> <C>
NET ASSETS:
Class A Shares $ 19,970,627 $ 8,852,525 $ 28,823,152
------------ ------------- ---------- ----------------
------------ ------------- ---------- ----------------

Class B Shares $ 92,316,843 $ 787,703 $ 93,104,546
------------ ------------- ---------- ----------------
------------ ------------- ---------- ----------------

Class C Shares $ 10,887,401 $ 187,409 $ 11,074,810
------------ ------------- ---------- ----------------
------------ ------------- ---------- ----------------

Class K Shares $255,542,859 $ 67,888,180 $323,431,039
------------ ------------- ---------- ----------------
------------ ------------- ---------- ----------------

Class Y Shares $293,902,993 $106,612,730 $400,515,723
------------ ------------- ---------- ----------------
------------ ------------- ---------- ----------------

SHARES OUTSTANDING:
Class A Shares 1,042,953 783,609 (321,336)(a) 1,505,226
------------ ------------- ---------- ----------------
------------ ------------- ---------- ----------------

Class B Shares 4,975,982 72,656 (30,192)(a) 5,018,446
------------ ------------- ---------- ----------------
------------ ------------- ---------- ----------------

Class C Shares 586,279 17,028 (6,936)(a) 596,371
------------ ------------- ---------- ----------------
------------ ------------- ---------- ----------------

Class K Shares 13,359,204 6,002,742 (2,453,961)(a) 16,907,985
------------ ------------- ---------- ----------------
------------ ------------- ---------- ----------------

Class Y Shares 15,209,481 9,286,349 (3,768,092)(a) 20,727,738
------------ ------------- ---------- ----------------
------------ ------------- ---------- ----------------

CLASS A SHARES:
Net asset value and redemption price per share $ 19.15 $ 11.30 $ - $ 19.15
------------ ------------- ---------- ----------------
------------ ------------- ---------- ----------------
Maximum sales charge 5.50% 5.50% 5.50%
Maximum offering price per share $ 20.26 $ 11.96 $ - $ 20.26
------------ ------------- ---------- ----------------
------------ ------------- ---------- ----------------

CLASS B SHARES:
Net asset value and offering price per share* $ 18.55 $ 10.84 $ - $ 18.55
------------ ------------- ---------- ----------------
------------ ------------- ---------- ----------------

CLASS C SHARES:
Net asset value and offering price per share* $ 18.57 $ 11.01 $ - $ 18.57
------------ ------------- ---------- ----------------
------------ ------------- ---------- ----------------

CLASS K SHARES:
Net asset value, offering price and redemption
price per share $ 19.13 $ 11.31 $ - $ 19.13
------------ ------------- ---------- ----------------
------------ ------------- ---------- ----------------

CLASS Y SHARES:
Net asset value, offering price and redemption
price per share $ 19.32 $ 11.48 $ - $ 19.32
------------ ------------- ---------- ----------------
------------ ------------- ---------- ----------------
</TABLE>
* - Redemption price per share is equal to Net Asset Value less any
applicable contingent deferred sales charge.
(a) - Adjustment to reflect the issuance of Munder Multi-Season Growth Fund
shares in exchange for shares of Munder Accelerating Growth Fund in
connection with the proposed reorganization.

See notes to pro forma financial statements.

<PAGE>

The Munder Funds, Inc.
Munder Multi-Season Growth Fund
Pro Forma Combining Statement of Operations
For the Six Month Period Ended December 31, 1997
(Unaudited)

<TABLE>
<CAPTION>
MUNDER MUNDER
MULTI-SEASON ACCELERATING PRO FORMA
GROWTH FUND GROWTH FUND ADJUSTMENTS COMBINED (NOTE 1)
------------ ------------- ----------- ----------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest $ 1,152,079 $ 943,073 $ 2,095,152
Dividends (net of withholding tax of $4,944) 2,784,974 553,279 3,338,253
------------ ------------- ----------- ----------------
Total investment income 3,937,053 1,496,352 - 5,433,405
------------ ------------- ----------- ----------------
EXPENSES:
Distribution and shareholder servicing fees
Class A Shares 23,975 12,226 36,201
Class B Shares 451,030 2,745 453,775
Class C Shares 51,208 1,017 52,225
Shareholder servicing fees
Class K 315,130 111,476 426,606
Investment advisory fee 2,866,503 833,035 3,699,538
Administration fee 322,207 119,855 442,062
Transfer agent fee 58,164 21,551 (2,000)(a) 77,715
Custodian fee 75,689 32,642 (2,000)(a) 106,331
Legal and audit fees 24,637 9,765 (6,000)(a) 28,402
Trustees'/Directors' fees and expenses 8,832 3,264 12,096
Amortization of organization costs 24,865 - 24,865
Registration and filing fees 23,987 19,233 (9,000)(a) 34,220
Other 118,201 16,199 (15,000)(a) 119,400
------------ ------------- ----------- ----------------
Total expenses 4,364,428 1,183,008 (34,000) 5,513,436

Fees waived an/or expenses reimbursed by investment
advisor (627,047) - (65,485)(b) (692,532)
------------ ------------- ----------- ----------------
Net expenses 3,737,381 1,183,008 (99,485) 4,820,904
------------ ------------- ----------- ----------------

NET INVESTMENT INCOME 199,672 313,344 (99,485) 612,501
------------ ------------- ----------- ----------------

NET REALIZED AND UNREALIZED
GAIN/(LOSS) ON INVESTMENTS:
Net realized gain from:
Securities transactions 24,431,703 42,305,627 66,737,330
Forward contracts - 184,528 184,528
Net change in unrealized appreciation/(depreciation)
of securities 39,940,770 (25,265,235) 14,675,535
------------ ------------- ----------- ----------------
Net realized and unrealized gain/(loss)
on investments 64,372,473 17,224,920 - 81,597,393
------------ ------------- ----------- ----------------

NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $64,572,145 $17,538,264 $ (99,485) $82,209,894
------------ ------------- ----------- ----------------
------------ ------------- ----------- ----------------
</TABLE>
(a) - Adjustment to reflect expected savings due to economies of scale.
(b) - Adjustment to limit expenses at the pro forma Total Fund Operating Expense
ratios.

See notes to pro forma financial statements.

<PAGE>

The Munder Funds, Inc.
Munder Multi-Season Growth Fund

Pro Forma Combining Schedule of Investments

December 31, 1997
(Unaudited)

<TABLE>
<CAPTION>
SHARES MARKET VALUE
- ------------------------------------------------ -----------------------------------------
MUNDER MUNDER
MULTI- MUNDER PRO MULTI- MUNDER PRO
SEASON ACCELERATING FORMA SEASON ACCELERATING FORMA
GROWTH GROWTH COMBINED GROWTH GROWTH COMBINED
FUND FUND (NOTE 1) DESCRIPTION FUND FUND (NOTE 1)
------------- --------------- ----------- ---------------------------------------- ------------- ------------ -------------
<C> <C> <C> <S> <C> <C> <C>
COMMON STOCK - 93.1%

ADVERTISING --1.9%

393,600 - 393,600 Omnicom, Inc. $ 16,678,800 $ - $ 16,678,800
------------ ------------ ------------
AEROSPACE -- 1.2%

98,075 - 98,075 Sundstrand Corporation 4,940,528 - 4,940,528
77,450 - 77,450 United Technologies Corporation 5,639,328 - 5,639,328
------------ ------------ ------------
10,579,856 - 10,579,856
------------ ------------ ------------

AUTOMOBILE PARTS & EQUIPMENT -- 3.1%

279,750 - 279,750 Johnson Controls, Inc. 13,358,063 - 13,358,063
276,653 - 276,653 Mark IV Industries, Inc. 6,051,784 - 6,051,784
- 37,800 37,800 Lear Corporation * - 1,795,500 1,795,500
- 195,200 195,200 Miller Industries, Inc. * - 2,098,400 2,098,400
- 83,380 83,380 Tower Automotive, Inc. * - 3,507,171 3,507,171
------------ ------------ ------------
19,409,847 7,401,071 26,810,918
------------ ------------ ------------

BANKING AND FINANCIAL SERVICES -- 12.4%

226,000 - 226,000 Associates First Capital Corporation 16,074,250 - 16,074,250
82,375 67,400 149,775 BankAmerica Corporation 6,013,375 4,920,200 10,933,575
111,117 79,620 190,737 Charter One Financial, Inc. 7,014,261 5,026,013 12,040,274
117,125 21,400 138,525 Chase Manhattan Corporation 12,825,187 2,343,300 15,168,487
- 112,300 112,300 Finova Group, Inc. - 5,579,906 5,579,906
323,825 52,500 376,325 Green Tree Financial Corporation 8,480,167 1,374,844 9,855,011
- 31,700 31,700 GreenPoint Financial Corporation - 2,300,231 2,300,231
126,775 - 126,775 MGIC Investment Corporation 8,430,538 - 8,430,538
316,000 - 316,000 Norwest Corporation 12,205,500 - 12,205,500
132,000 - 132,000 Summit Bancorp 7,029,000 - 7,029,000
61,875 - 61,875 U.S. Bancorp 6,926,133 - 6,926,133
------------ ------------ ------------
84,998,411 21,544,494 106,542,905
------------ ------------ ------------
BUILDING MATERIALS -- 1.2%

363,275 - 363,275 Sherwin-Williams Company 10,080,881 - 10,080,881
------------ ------------ ------------

See notes to pro forma financial statements
</TABLE>

<PAGE>

The Munder Funds, Inc.
Munder Multi-Season Growth Fund

Pro Forma Combining Schedule of Investments

December 31, 1997
(Unaudited)

BUSINESS EQUIPMENT AND SUPPLIES -- 1.9%

275,300 - 275,300 Avery Dennison Corporation 12,319,675 - 12,319,675
Pitney Bowes, Inc. - 4,397,944 4,397,944
------------ ------------ ------------
12,319,675 4,397,944 16,717,619
------------ ------------ ------------

BUSINESS SERVICES -- 4.1%

249,700 - 249,700 Automatic Data Processing, Inc. 15,325,337 - 15,325,337
212,175 - 212,175 Equifax, Inc. 7,518,952 - 7,518,952
430,188 - 430,188 First Data Corporation 12,582,999 - 12,582,999
------------ ------------ ------------
35,427,288 - 35,427,288
------------ ------------ ------------

COMMERCIAL SERVICES -- 3.8%

- 47,800 47,800 ABR Information Services, Inc. * - 1,141,225 1,141,225
636,687 206,773 843,460 Cendant Corporation* 21,886,116 7,107,822 28,993,938
- 112,500 112,500 Equity Corporation International * - 2,601,563 2,601,563
------------ ------------ ------------
21,886,116 10,850,610 32,736,726
------------ ------------ ------------

COMMUNICATION EQUIPMENT -- 0.4%

- 60,300 60,300 Tellabs, Inc. * - 3,188,363 3,188,363
------------ ------------ ------------

COMPUTER HARDWARE, SOFTWARE OR SERVICES -- 9.1%

130,975 69,000 199,975 Adaptec, Inc.* 4,862,447 2,561,625 7,424,072
124,425 - 124,425 BMC Software, Inc. * 8,165,391 - 8,165,391
372,600 - 372,600 Cabletron Systems, Inc.* 5,589,000 - 5,589,000
235,800 - 235,800 CISCO Systems, Inc. * 13,145,850 - 13,145,850
- 105,500 105,500 Fiserv, Inc.* - 5,182,688 5,182,688
204,525 - 204,525 Hewlett-Packard Company 12,782,812 - 12,782,812
74,750 - 74,750 Intel Corporation 5,251,187 - 5,251,187
- 277,000 277,000 Iomega Corporation * - 3,445,188 3,445,188
185,768 - 185,768 Oracle Systems Corporation * 4,144,949 - 4,144,949
132,350 45,150 177,500 Parametric Technology Corporation * 6,270,081 2,138,981 8,409,062
- 106,000 106,000 Saville Systems, ADR* - 4,399,000 4,399,000
------------ ------------ ------------
60,211,717 17,727,482 77,939,199
------------ ------------ ------------

See notes to pro forma financial statements
</TABLE>
<PAGE>

The Munder Funds, Inc.
Munder Multi-Season Growth Fund

Pro Forma Combining Schedule of Investments

December 31, 1997
(Unaudited)

<TABLE>
<CAPTION>
SHARES MARKET VALUE
- -------------------------------------------- ---------------------------------------
MUNDER MUNDER
MULTI- MUNDER PRO MULTI- MUNDER PRO
SEASON ACCELERATING FORMA SEASON ACCELERATING FORMA
GROWTH GROWTH COMBINED GROWTH GROWTH COMBINED
FUND FUND (NOTE 1) DESCRIPTION FUND FUND (NOTE 1)
- ----------- ------------ ------------ ------------------------------------- ---------- ----------- ------------
<C> <C> <C> <S> <C> <C> <C>
COMMON STOCK - (CONT'D)

CONSUMER NON-DURABLES -- 0.6%

118,325 - 118,325 Newell Company 5,028,813 - 5,028,813
----------- ---------- ----------

DIVERSIFIED -- 9.1%

230,000 - 230,000 AlliedSignal Corporation 8,955,625 - 8,955,625
- 107,600 107,600 Corrections Corporation of
America * - 3,987,925 3,987,925
220,200 46,600 266,800 Textron, Inc. 13,762,500 - 13,762,500
478,050 - 478,050 Thermo Electron Corporation * 21,273,225 2,912,500 24,185,725
456,500 152,300 608,800 Tyco International Ltd. 20,571,031 6,863,019 27,434,050
----------- ---------- ----------
64,562,381 13,763,444 78,325,825
----------- ---------- ----------
DRUGS -- 5.9%

202,400 - 202,400 Amgen, Inc.* 10,954,900 - 10,954,900
131,875 - 131,875 Merck & Co., Inc. 14,011,719 - 14,011,719
117,600 - 117,600 Pfizer, Inc. 8,768,550 - 8,768,550
232,500 - 232,500 Schering-Plough Corporation 14,444,062 - 14,444,062
- 17,400 17,400 Warner-Lambert Company - 2,157,600 2,157,600
----------- ---------- ----------
48,179,231 2,157,600 50,336,831
----------- ---------- ----------

ELECTRICAL EQUIPMENT -- 3.4%

220,975 - 220,975 Emerson Electric Company 12,471,277 - 12,471,277
221,300 - 221,300 General Electric Company 16,237,887 - 16,237,887
----------- ---------- ----------
28,709,164 - 28,709,164
----------- ---------- ----------

FOOD AND BEVERAGES -- 2.0%

240,250 73,400 313,650 Sara Lee Corporation 13,529,078 4,133,338 17,662,416
----------- ---------- ----------

HOME FURNISHINGS -- 0.7%

142,050 - 142,050 Leggett & Platt, Inc. 5,948,344 - 5,948,344
----------- ---------- ----------

HOUSEHOLD PRODUCTS -- 0.7%

116,141 - 116,141 Lancaster Colony Corporation 6,547,449 - 6,547,449
----------- ---------- ----------
</TABLE>
See notes to pro forma financial statements

<PAGE>

The Munder Funds, Inc.
Munder Multi-Season Growth Fund

Pro Forma Combining Schedule of Investments

December 31, 1997
(Unaudited)

INSURANCE -- 2.9%

101,762 - 101,762 American International Group, Inc. 11,066,617 - 11,066,617
202,400 - 202,400 MBIA, Inc. 13,522,850 - 13,522,850
----------- ---------- ----------
24,589,467 - 24,589,467
----------- ---------- ----------

LODGING -- 0.3%

- 71,600 71,600 CapStar Hotel Company* - 2,456,775 2,456,775
----------- ---------- ----------

MACHINERY -- 0.3%

50,000 - 50,000 Donaldson Company, Inc. 2,253,125 - 2,253,125
----------- ---------- ----------

MANUFACTURED HOUSING -- 1.4%

667,143 - 667,143 Clayton Homes, Inc. 12,008,574 - 12,008,574
----------- ---------- ----------

MEDICAL INSTRUMENTS, SERVICES, AND
SUPPLIES -- 4.0%

- 38,100 38,100 Elan Corporation Plc, ADR * - 1,950,244 1,950,244
- 84,000 84,000 HBO & Company - 4,032,000 4,032,000
512,500 201,500 714,000 HEALTHSOUTH Corporation * 14,221,875 5,591,625 19,813,500
110,000 - 110,000 Johnson & Johnson Company 7,246,250 - 7,246,250
- 51,021 51,021 Total Renal Care Holdings, Inc. * - 1,403,078 1,403,078
----------- ---------- ----------
21,468,125 12,976,947 34,445,072
----------- ---------- ----------

OIL EQUIPMENT AND SERVICES -- 4.4%

- 82,600 82,600 Diamond Offshore Drilling, Inc. - 3,975,125 3,975,125
- 80,000 80,000 Precision Drilling Corp * - 1,950,000 1,950,000
202,700 - 202,700 Reading & Bates Corporation * 8,488,062 - 8,488,062
74,150 - 74,150 Schlumberger Ltd. 5,969,075 - 5,969,075
293,300 - 293,300 Transocean Offshore, Inc. 14,133,394 - 14,133,394
- 79,900 79,900 Veritas DGC, Inc. * - 3,156,050 3,156,050
----------- ---------- ----------
28,590,531 9,081,175 37,671,706
----------- ---------- ----------

PUBLISHING -- 0.3%
- 40,900 40,900 Applied Graphics Technologies * - 2,177,926 2,177,926
----------- ---------- ----------
</TABLE>

See notes to pro forma financial statements

<PAGE>

The Munder Funds, Inc.
Munder Multi-Season Growth Fund

Pro Forma Combining Schedule of Investments

December 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
SHARES MARKET VALUE
- ------------------------------------------- -------------------------------------------
MUNDER MUNDER
MULTI- MUNDER PRO MULTI- MUNDER PRO
SEASON ACCELERATING FORMA SEASON ACCELERATING FORMA
GROWTH GROWTH COMBINED GROWTH GROWTH COMBINED
FUND FUND (NOTE 1) DESCRIPTION FUND FUND (NOTE 1)
- ------------ -------------- ------------- ---------------------------------------- -------------- ------------- ------------
<C> <C> <C> <S> <C> <C> <C>
COMMON STOCK - (CONT'D)

RAILROAD -- 1.3%

318,400 - 318,400 Illinois Central Corporation 10,845,500 - 10,845,500
-------------- ------------- ------------
REAL ESTATE -- 0.4%
- 45,500 45,500 Mack-Cali Realty Corporation - 1,865,500 1,865,500
- 38,000 38,000 Spieker Properties, Inc. - 1,629,250 1,629,250
-------------- ------------- ------------
- 3,494,750 3,494,750
-------------- ------------- ------------
RECREATION --1.9%

260,475 - 260,475 Carnival Corporation, Class A 14,423,803 - 14,423,803
- 76,400 76,400 Signature Resorts, Inc. * - 1,671,250 1,671,250
-------------- ------------- ------------
14,423,803 1,671,250 16,095,053
-------------- ------------- ------------
RESTAURANTS -- 2.1%

111,600 - 111,600 Cracker Barrel Old Country Store,
Inc. 3,724,650 - 3,724,650
595,775 - 595,775 Wendy's International, Inc. 14,335,836 - 14,335,836
-------------- ------------- ------------
18,060,486 - 18,060,486
-------------- ------------- ------------
RETAIL - SPECIALTY --7.1%

316,170 - 316,170 Consolidated Stores Corporation * 13,891,719 - 13,891,719
189,950 - 189,950 Costco Companies, Inc.* 8,476,519 - 8,476,519
258,025 - 258,025 General Nutrition Companies, Inc. * 8,772,850 - 8,772,850
264,200 - 264,200 Home Depot, Inc. 15,554,775 - 15,554,775
- 129,400 129,400 Pier 1 Imports, Inc. - 2,927,675 2,927,675
- 160,700 160,700 The Sports Authority, Inc.* - 2,370,325 2,370,325
- 44,600 44,600 TJX Companies, Inc. - 1,533,125 1,533,125
218,450 - 218,450 Walgreen Company 6,853,869 6,853,869
-------------- ------------- ------------
53,549,732 6,831,125 60,380,857
-------------- ------------- ------------
TELECOMMUNICATIONS --4.4%

- 47,300 47,300 ADC Telecommunications, Inc. * - 1,974,775 1,974,775
242,600 - 242,600 Century Telephone Enterprises 12,084,513 - 12,084,513
- 29,100 29,100 Lucent Technologies, Inc. - 2,324,363 2,324,363
</TABLE>

See notes to pro forma financial statements

<PAGE>

The Munder Funds, Inc.
Munder Multi-Season Growth Fund

Pro Forma Combining Schedule of Investments

December 31, 1997
(Unaudited)
<TABLE>
<CAPTION>

SHARES MARKET VALUE
- ------------------------------------------- -------------------------------------------
MUNDER MUNDER
MULTI- MUNDER PRO MULTI- MUNDER PRO
SEASON ACCELERATING FORMA SEASON ACCELERATING FORMA
GROWTH GROWTH COMBINED GROWTH GROWTH COMBINED
FUND FUND (NOTE 1) DESCRIPTION FUND FUND (NOTE 1)
- ------------ -------------- ------------- ---------------------------------------- -------------- ------------- ------------
<C> <C> <C> <S> <C> <C> <C>
COMMON STOCK - (CONT'D)

TELECOMMUNICATIONS --(CONT'D)
- 87,300 87,300 Teleport Communications Group Inc.* - 4,790,588 4,790,588
389,925 147,600 537,525 WorldCom, Inc.* 11,795,231 4,464,900 16,260,131
-------------- ------------- ------------
23,879,744 13,554,626 37,434,370
-------------- ------------- ------------
TOYS -- 0.8%

178,125 - 178,125 Mattel, Inc. 6,635,156 - 6,635,156
-------------- ------------- ------------

TOTAL COMMON STOCK (Cost $572,500,809) 660,401,294 137,408,920 797,810,214
-------------- ------------- ------------
<CAPTION>

PRINCIPAL PRINCIPAL PRINCIPAL
AMOUNT AMOUNT AMOUNT REPURCHASE AGREEMENT -- 7.1%
- ------------ -------------- -------------
<C> <C> <C> <S> <C> <C> <C>
$12,986,000 - $ 12,986,000 Agreement with State Street Bank
and Trust Company, 6.000% dated
12/31/97, to be repurchased at
$12,990,329 on 01/02/98,
collateralized by $11,670,000
U.S. Treasury Note, 6.875%
maturing 08/15/25 (value
$13,249,103) 12,986,000 - 12,986,000

- 8,088,000 8,088,000 Agreement with State Street Bank
and Trust Company, 6.000% dated
12/31/97, to be repurchased at
$8,090,696 on 01/02/98,
collateralized by $7,990,000 U.S.
Treasury Note, 6.750% maturing
04/30/00 (value $8,250,666) - 8,088,000 8,088,000

- 40,000,000 40,000,000 Agreement with Lehman Brothers,
6.500% dated 12/31/1997, to be
repurchased at $40,014,444 on
01/02/98, collateralized by
$38,929,000 U.S. Treasury Notes,
8.500-8.870%, having maturities
ranging from 08/15/17 through
02/15/20 (value $40,787,293) - 40,000,000 40,000,000
-------------- ------------- ------------

TOTAL REPURCHASE AGREEMENTS
(COST $61,074,000) 12,986,000 48,088,000 61,074,000
-------------- ------------- ------------

TOTAL INVESTMENTS
(COST $633,574,809**) - 100.2% 673,387,294 185,496,920 858,884,214

OTHER ASSETS AND LIABILITIES (NET)
- (0.02)% (766,571) (1,168,373) (1,934,944)
-------------- ------------- ------------

NET ASSETS -100% $672,620,723 $184,328,547 $856,949,270
-------------- ------------- ------------
-------------- ------------- ------------
</TABLE>

* - Non- Income producing security.
** - Aggregate cost for Federal tax purposes
The percentage shown for each investment category is the total value of that
category as a percentage of the pro forma combined total Net Assets.

See notes to pro forma financial statements
<PAGE>
The Munder Funds Inc.
Munder Multi-Season Growth Fund

Notes to Pro Forma Financial Statements
(Unaudited)

(1) BASIS OF COMBINATION:

The unaudited Pro Forma Combining Schedule of Investments, Pro Forma
Combining Statement of Assets and Liabilities and Pro Forma Combining
Statement of Operations reflect accounts of the Munder Multi-Season Growth
Fund ("Multi-Season Growth Fund") and the Munder Accelerating Growth Fund
("Accelerating Growth Fund") at the end and for the six month period ended
December 31, 1997. These statements have been derived from the funds' books
and records utilized in calculation daily net asset value at December 31,
1997.

The pro forma statements give the effect to the proposed transfer of assets
and stated liabilities of Accelerating Growth Fund in exchange for shares
of the Multi-Season Growth Fund. In accordance with generally accepted
accounting principles, the historical cost of investment securities will be
carried forward to the surviving entity and the results of operations for
pre-combinations periods for the Multi-Season Growth Fund will not be
restated. The pro forma statements do not reflect the expenses of either
fund in carrying out its obligation under the Agreement and Plan of
Reorganization.

The Pro Forma Combining Schedule of Investments, Pro Forma Combining
Statement of Assets and Liabilities and Pro Forma Combining Statement of
Operations should be read in conjunction with the historical financial
statements of the funds included or incorporated by reference in the
Statement of Additional Information.

(2) PORTFOLIO VALUATION:

Portfolio securities of both the Multi-Season Growth Fund and the
Accelerating Growth Fund are stated at market value.

(3) CAPITAL SHARES:

The pro forma net asset value per share assumes the issuance of shares of
the Multi-Season Growth Fund which would have been issued at December 31,
1997 in connection with the proposed reorganization. The number of shares
assumed to be issued is equal to the net asset value of each class of
shares of the Accelerating Growth Fund as of December 31, 1997 divided by
the net asset value per share of the corresponding class of shares of the
Multi-Season Growth Fund as of December 31, 1997. The pro forma total
number of shares outstanding of 44,755,766 consists of 9,581,867
additional shares assumed issued in the reorganization plus 35,173,899
shares of the Multi-Season Growth Fund outstanding at December 31, 1997.

<PAGE>

THE MUNDER FUNDS, INC.

PART C
OTHER INFORMATION

ITEM 15. INDEMNIFICATION.

The response to this item is incorporated by reference to Item 27 of
Part C of Post-Effective Amendment No. 31 to the Registrant's Registration
Statement on Form N-1A as filed on October 29, 1997.

ITEM 16. Exhibits - All references are to the Registrant's Registration
Statement on Form N-1A (File No. 33-54748) (the "Registration Statement"),
unless otherwise noted.

(1)(a) Registrant's Articles of Incorporation are incorporated by
reference to Exhibit 1 to Post-Effective Amendment No. 18 to the
Registration Statement, filed on August 14, 1996.

(1)(b) Registrant's Articles of Amendment are incorporated by reference
to Exhibit 2 to Post-Effective Amendment No. 18, filed on August
14, 1996.

(1)(c) Registrant's Articles Supplementary are incorporated by reference
to Post-Effective Amendment Nos. 20, 21, 23, 25, 28, 31 and 32 to
the Registration Statement, filed on October 28, 1996, December
13, 1996, February 18, 1997, May 14, 1997, October 28, 1997 and
March 20, 1998, respectively.

(2) Registrant's Bylaws are incorporated by reference to Exhibit 2 to
Registrant's Registration Statement on Form N-1A, filed on
November 18, 1992.

(3) Not Applicable.

(4)(**) Form of Agreement and Plan of Reorganization.

(5) Specimen Certificate for the Registrant's securities is
incorporated by reference to Exhibit 4 of Pre-Effective Amendment
No. 2 to the Registration Statement filed on February 26, 1993.

(6) Registrant's Investment Advisory Agreements are incorporated by
reference to Exhibit 5 to Post-Effective Amendment Nos. 8, 16,
17, 18, 21, 23, 28 and 32 to the Registration Statement, filed on
February 28, 1995, June 5, 1996, August 9, 1996, August 14, 1996,
December 13, 1996, February 18, 1997, July 28, 1997 and March 20,
1998, respectively.

(7)(a) Registrant's Underwriting Agreements are incorporated by
reference to Exhibit 6 to Post-Effective Amendment Nos. 16, 18
and 21 to the Registration Statement, filed on June 25, 1996,
August 14, 1996 and December 13, 1996, respectively.

- --------------------
(**) Filed herewith as Exhibit A to the Prospectus/Proxy Statement.

C-1

<PAGE>

(7)(b) Registrant's Distribution Agreements are incorporated by reference to
Exhibit 6 to Post-Effective Amendment Nos. 23, 28 and 32 to
Registrant's Registration Statement on Form N-1A, filed on February
18, 1997, July 28, 1997 and March 20, 1998, respectively.

(8) Not Applicable.

(9)(a) Registrant's Custody Agreements are incorporated by reference to
Exhibit 8 to Post-Effective Amendment Nos. 16, 18, 21, 23, 28 and 32
to the Registration Statement, filed on June 25, 1996, August 14,
1996, December 13, 1996, February 18, 1997, July 28, 1997 and March
20, 1998, respectively.

(9)(b) Registrant's Sub-Custodian Contract is incorporated by reference to
Exhibit 8 to Post-Effective Amendment No. 32 to the Registration
Statement, filed on March 20, 1998.

(10)(a) Registrant's plans and related agreements pursuant to Rule 12b-1 under
the 1940 Act are incorporated herein by reference to Exhibit 15 to
Post-Effective Amendment Nos. 8, 9 and 18 to the Registration
Statement, filed on February 28, 1995, April 13, 1995 and August 14,
1996, respectively.

(10)(b) Registrant's Amended and Restated Multi-Class Plan is incorporated by
herein by reference to Exhibit 18 to Post-Effective Amendment No. 23
to the Registration Statement, filed on February 18, 1997.

(11) Opinion and consent of Dechert, Price & Rhoads regarding legality of
issuance of shares and other matters.

(12) Opinion and consent of Dechert, Price & Rhoads regarding tax matters.

(13) Not Applicable.

(14) Consent of Independent Accountants.

(15) Not Applicable.

(16) Powers of Attorney are incorporated by reference to Post-Effective
Amendment No. 32 to the Registration Statement, filed on March 20,
1998.

(17) Form of Proxy Card

C-2
<PAGE>

ITEM 17. UNDERTAKINGS.

(1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is
a part of this registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act of 1933, as amended, the reoffering prospectus will
contain the information called for by the applicable registration form
for reofferings by persons who may be deemed underwriters, in addition
to the information called for by the other items of the applicable
form.

(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to
the registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities
Act of 1933, as amended, each post-effective amendment shall be deemed
to be a new registration statement for the securities offered therein,
and the offering of the securities at that time shall be deemed to be
the initial bona fide offering of them.

C-3
<PAGE>

SIGNATURES

As required by the Securities Act of 1933, this Registration Statement has
been signed on behalf of the Registrant, in the City of Quincy, The Commonwealth
of Massachusetts, on the 24th day of March, 1998.

THE MUNDER FUNDS, INC.
(Registrant)

By: *
------------------------
Lee P. Munder

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

* Director and March 24, 1998
- ---------------------- President
Lee P. Munder

* Director March 24, 1998
- ----------------------
Charles W. Elliott

* Director March 24, 1998
- ----------------------
Joseph E. Champagne

* Director March 24, 1998
- ----------------------
Thomas B. Bender

* Director March 24, 1998
- ----------------------
Thomas D. Eckert

* Director March 24, 1998
- ----------------------
John Rakolta, Jr.

* Director March 24, 1998
- ----------------------
David J. Brophy

* Vice President, March 24, 1998
- ---------------------- Treasurer and
Terry H. Gardner Chief Financial
Officer

*/s/ Cynthia Surprise
- ----------------------
Cynthia Surprise
as Attorney-In-Fact

C-4
<PAGE>

INDEX OF EXHIBITS

(11) Opinion and Consent of Dechert, Price & Rhoads regarding the issuance of
shares.

(12) Opinion and Consent of Dechert, Price & Rhoads regarding tax matters.

(14) Consent of Independent Accountants.

(17) Form of Proxy Card

<PAGE>
Exhibit 11

March 23, 1998

The Munder Funds, Inc.
480 Pierce Street
Birmingham, MI 48009

Dear Sirs:

We have acted as counsel to The Munder Funds, Inc., a Maryland
corporation (the "Company"), and we have a general familiarity with the
Company's business operations, practices and procedures. You have asked for our
opinion regarding the issuance of shares of common stock by the Company in
connection with the acquisition by The Munder Multi-Season Growth Fund, a series
of the Company, of the assets of the Munder Accelerating Growth Fund, a series
of The Munder Funds Trust, which will be registered on a Form N-14 Registration
Statement (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission.

We have examined originals or certified copies, or copies otherwise
identified to our satisfaction as being true copies, of various corporate
records of the Company and such other instruments, documents and records as we
have deemed necessary in order to render this opinion. We have assumed the
genuineness of all signatures, the authenticity of all documents examined by us
and the correctness of all statements of fact contained in those documents.

On the basis of the foregoing, we are of the opinion that the share of
common stock of the Company being registered under the Securities Act of 1933 in
the Registration Statement will be legally and validly issued, fully paid and
non-assessable by the Company, upon transfer of the assets of the Munder
Accelerating Growth Fund pursuant to the terms of the Agreement and Plan of
Reorganization included in the Registration Statement.

We hereby consent to the filing of this opinion with and as part of
the Registration Statement.

Very truly yours,

/s/ Dechert Price & Rhoads
Dechert Price & Rhoads

<PAGE>
Exhibit 12

March 23, 1998

VIA FACSIMILE

Board of Directors
The Munder Funds, Inc.
480 Pierce Street
Birmingham, Michigan 48009

Board of Trustees
The Munder Funds Trust
480 Pierce Street
Birmingham, Michigan 48009

Dear Gentlemen:

You have requested our opinion regarding certain Federal income tax
consequences to the Munder Accelerating Growth Fund (the "Fund"), a separate
series of The Munder Funds Trust, to the Munder Multi-Season Growth Fund
("Munder"), a separate series of The Munder Funds, Inc. and to the holders of
the shares of beneficial interest of the Fund, in connection with the proposed
transfer of substantially all of the properties of the Fund to Munder, in
exchange solely for voting shares of common stock of Munder ("Munder Shares")
and the assumption by Munder of certain liabilities of the Fund followed by the
distribution of such Munder shares received by the Fund in complete liquidation
and termination of the Fund, all pursuant to the Agreement and Plan of
Reorganization (the "Agreement") to be executed by the Fund and Munder and
included as an exhibit to Form N-14.

For purposes of this opinion, we have examined and rely upon (1) the
Agreement, (2) the Form N-14, dated March 23, 1998 and filed by Munder on said
date with the Securities and Exchange Commission, and (3) such other documents
and instruments as we have deemed necessary or appropriate for purposes of
rendering this opinion. We assume that the transaction that is the subject of
this letter will be carried out in accordance with the terms of the Agreement
and as described in the documents we have examined.

This opinion is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), United States Treasury regulations, judicial decisions,
and administrative rulings and pronouncements of the Internal Revenue Service,
all as in effect on the date hereof. This opinion is conditioned upon (a) the
Reorganization taking place in the manner described in the

<PAGE>

The Munder Funds, Inc.
The Munder Funds Trust
March 23, 1998
Page 2

Agreement and the Form N-14 to which reference is made above, and (b) there
being no change in the Code, United States Treasury regulations, judicial
decisions, or administrative rulings and pronouncements of the Internal Revenue
Service between the date hereof and the closing date of the Reorganization.

This opinion is further conditioned upon our receiving such executed
letters of representation from the Fund and Munder as we shall request. This
opinion shall be effective only at such time as we receive those letters and
confirm our opinion in writing on the closing date of the Reorganization and, in
the absence of such confirmation, will be deemed to have been withdrawn.

Based upon the foregoing, it is our opinion that, for Federal income
tax purposes:

1. The acquisition by Munder of substantially all of the properties
of the Fund in exchange solely for Munder Shares and the
assumption by Munder of certain liabilities of the Fund followed
by the distribution of Munder Shares to the shareholders of the
Fund in exchange for their Fund shares in complete liquidation
and termination of the Fund will constitute a reorganization
within the meaning of Section 368 of the Code. The Fund and
Munder will each be "a party to a reorganization" within the
meaning of Section 368(b) of the Code.

2. The Fund will recognize no gain or loss upon transferring its
properties to Munder in exchange solely for Munder Shares and the
assumption by Munder of certain liabilities of the Fund or upon
distribution to its shareholders the Munder Shares received by
the Fund in the transaction pursuant to the Agreement.

3. Munder will recognize no gain or loss upon receiving the
properties of the Fund in exchange for Munder Shares and the
assumption by Munder of certain liabilities of the Fund.

4. The aggregated adjusted basis to Munder of the properties of the
Fund received by Munder in the reorganization will be the same as
the aggregate adjusted basis of those properties in the hands of
the Fund immediately before the exchange.

<PAGE>

The Munder Funds, Inc.
The Munder Funds Trust
March 23, 1998
Page 3

5. Munder's holding periods with respect to the properties of the
Fund that Munder acquires in the transaction will include the
respective periods for which those properties were held by the
Fund (except where investment activities of Munder have the
effect of reducing or eliminating a holding period with respect
to an asset).

6. The shareholders of the Fund will recognize no gain or loss upon
receiving Munder Shares solely in exchange for Fund shares.

7. The aggregate basis of the Munder Shares received by a
shareholder of the Fund in the transaction will be the same as
the aggregate basis of the Fund shares surrendered by the
shareholder in exchange therefor.

8. A Fund shareholder's holding period for the Munder Shares
received by the shareholder in the transaction will include the
holding period during which the shareholder held the Fund shares
surrendered in exchange therefor, provided that the shareholder
held such shares as a capital asset on the date of
Reorganization.

We express no opinion as to the tax consequences of the Reorganization
except as expressly set forth above, or as to any transaction except those
consummated in accordance with the Agreement and the representation to be made
to us.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form N-14 filed by Munder with the Securities and
Exchange Commission.

Very truly yours,

/s/ Dechert Price & Rhoads
Dechert Price & Rhoads

<PAGE>
Exhibit 14

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Financial Statements
and Experts" and to the incorporation by reference of our report dated August
15, 1997 for the Munder Accelerating Growth Fund and the Munder Multi-Season
Growth Fund in the Prospectus/Proxy Statement filed with the Securities and
Exchange Commission in this Registration Statement (Form N-14) under the
Securities Act of 1933.

/s/ Ernst & Young LLP
ERNST & YOUNG LLP

Boston, Massachusetts
March 20, 1998

<PAGE>

EXHIBIT 17

Form of Proxy Card

<PAGE>

THE MUNDER FUNDS TRUST
Munder Accelerating Growth Fund

This Proxy is Solicited on Behalf of the Board of Trustees.
The undersigned revoke(s) all previous proxies and appoint(s) __________ or
either one of them, attorneys, with full power of substitution to vote all
shares of the Munder Accelerating Growth Fund (Fund) of Munder Funds Trust
(Trust) which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Fund to be held at the offices of Munder Capital Management,
480 Pierce Street, Birmingham, MI 48009, on May _______, 1998 at __p.m. (Eastern
time), and at any adjournments thereof.

Please refer to the Proxy Statement for a discussion of this matter. Complete,
sign, and date this proxy card and return it promptly in the postage-paid
envelope provided to _________________.

PLEASE INDICATE YOUR VOTES BY AN "X" IN THE APPROPRIATE BOX BELOW.

IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL. As to
any other matter, said attorneys will vote in accordance with their best
judgment. THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE PROPOSAL.

FOR AGAINST ABSTAIN
1. To approve an Agreement and Plan of
Reorganization providing for the
acquisition of all or substantially all of
the assets of the Fund by The Munder
Multi-Season Growth Fund ("Munder Growth
Fund"), a series of The Munder Funds, Inc.,
in exchange for shares of Munder Growth Fund
and assumption of certain identified
liabilities of the Fund by Munder Growth
Fund, and for the distribution of such
shares to shareholders of the Fund in
liquidation of the Fund. ------- -------- --------

_______ I plan to attend the Meeting.

Receipt of the Notice of the Meeting and the accompanying Proxy Statement is
hereby acknowledged.

Please sign your name exactly as it appears in the registration. If shares are
held in the name of two or more persons, in whatever capacity, only ONE need
sign. When signing in a fiduciary capacity, such as executor or attorney,
please so indicate. When signing on behalf of a partnership or corporation,
please indicate title.

Dated: , 1998

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

--------------------------
Signatures