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Exhibit 99(n)
THE MUNDER FUNDS, INC.
Eighth Amended and Restated Multi-Class Plan
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Introduction
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The purpose of this Plan is to specify the attributes of the classes of
shares offered by The Munder Funds, Inc. (the "Company"), including the sales
loads, expense allocations, conversion features and exchange features of each
class, as required by Rule 18f-3 under the Investment Company Act of 1940, as
amended (the "1940 Act").
Each of the Company's investment portfolios (each, a "Fund"), other than
the Munder All-Season Conservative Fund, the Munder All-Season Moderate Fund,
the Munder Fund of Funds (formerly Munder All-Season Aggressive Fund), the
Munder Money Market Fund, the Munder NetNet Fund, the Munder Future Technology
Fund, the Munder International NetNet Fund, the Munder Digital Economy Fund and
the Munder Bio(Tech)/2/ Fund issues its shares of common stock in five classes:
"Class A" Shares, "Class B" Shares, "Class C" Shares, "Class K" Shares and
"Class Y" Shares. The Munder Money Market Fund and the Munder NetNet Fund issues
its shares of common stock in four classes: "Class A" Shares, "Class B" Shares,
"Class C" Shares and "Class Y" Shares. The Munder Future Technology Fund, the
Munder International NetNet Fund, the Munder Digital Economy Fund and Munder
Bio(Tech)/2/ Fund issues its shares of common stock in five classes: "Class A"
Shares, "Class B" Shares, "Class II" Shares, "Class K" Shares and "Class Y"
Shares. The Munder Fund of Funds, the Munder All-Season Conservative Fund and
the Munder All-Season Moderate Fund issues its shares of common stock in three
classes: "Class A" Shares, "Class B" Shares and "Class Y" Shares. Shares of each
Class of a Fund shall represent an equal pro rata interest in such Fund, and
generally, shall have identical voting, dividend, liquidation and other rights,
preferences, powers, restrictions, limitations, qualifications, and terms and
conditions, except that: (a) each Class shall have a different designation; (b)
each Class may have a different sales charge structure; (c) each Class of shares
shall bear any Class Expenses, as defined below; (d) each Class shall have
exclusive voting rights on any matter submitted to shareholders that relates
solely to its arrangement and each Class shall have separate voting rights on
any matter submitted to shareholders in which the interests of one Class differ
from the interests of any other Class; and (e) each Class may have different
exchange and/or conversion features as described below.
Allocation of Expenses
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To the extent practicable, certain expenses (other than Class Expenses as
defined below which shall be allocated more specifically), shall be subtracted
from the gross income allocated to each Class of a Fund on the basis of net
assets of each Class of the Fund. These expenses include:
(1) Expenses incurred by the Company (for example, fees of Directors,
auditors, and legal counsel) not attributable to a particular Fund or to a
particular Class of shares of a Fund ("Company Level Expenses"); and
(2) Expenses incurred by a Fund not attributable to any particular Class of
the Fund's shares (for example, advisory fees, custodial fees, or other expenses
relating to the management of the Fund's assets) ("Fund Expenses").
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Expenses attributable to a particular Class ("Class Expenses") shall be
limited to: (i) payments made pursuant to a Service Plan, Service and
Distribution Plan or Shareholder Servicing Plan; (ii) transfer agent fees
attributable to a specific Class; (iii) printing and postage expenses related to
preparing and distributing materials such as shareholder reports, prospectuses
and proxies to current shareholders of a specific Class; (iv) Blue Sky fees
incurred by a Class; (v) Securities and Exchange Commission registration fees
incurred by a Class; (vi) the expense of administrative personnel and services
to support the shareholders of a specific Class; (vii) litigation or other legal
expenses relating solely to one Class; and (viii) Directors' fees incurred as a
result of issues relating solely to one Class. Expenses in category (i) above
must be allocated to the Class for which such expenses are incurred. For all
other "Class Expenses" listed in categories (ii) - (viii) above, the President
and Chief Financial Officer shall determine, subject to Board approval or
ratification, which such categories of expenses will be treated as Class
Expenses, consistent with applicable legal principles under the Act and the
Internal Revenue Code of 1986, as amended, any private letter ruling with
respect to the Company issued by the Internal Revenue Service.
Therefore, expenses of a Fund shall be apportioned to each Class of shares
depending upon the nature of the expense item. Company Level Expenses and Fund
Expenses will be allocated among the Classes of shares based on their relative
net asset values. Approved Class Expenses shall be allocated to the particular
Class to which they are attributable. In addition, certain expenses may be
allocated differently if their method of imposition changes. Thus, if a Class
Expense can no longer be attributed to a Class, it shall be charged to a Fund
for allocation among Classes, as may be appropriate; however, any additional
Class Expenses not specifically identified above which are subsequently
identified and determined to be properly allocated to one Class of shares shall
not be so allocated until approved by the Board of Directors of the Company in
light of the requirements of the Act and the Internal Revenue Code of 1986, as
amended.
Class A Shares
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Class A Shares of a Fund are offered at net asset value plus, for Funds
other than the Money Market Fund, an initial sales charge as set forth in the
then-current prospectus of the Fund. The initial sales charge may be waived or
reduced on certain types of purchases as set forth in a Fund's then-current
prospectus. A contingent deferred sales charge may apply to certain redemptions
made within a specified period as set forth in the Fund's then-current
prospectus. Class A Shares of a Fund may be exchanged for Class A Shares of
another fund of the Company, The Munder Framlington Funds Trust or The Munder
Funds Trust subject to any sales charge differential.
Class A Shares of the Funds pay a Rule 12b-1 service fee of up to 0.25%
(annualized) of the average daily net assets of a Fund's Class A Shares.
Distribution and support services provided by brokers, dealers and other
institutions may include forwarding sales literature and advertising materials
provided by the Company's distributor; processing purchase, exchange and
redemption requests from customers placing orders with the Company's transfer
agent; processing dividend and distribution payments from the Funds of the
Company on behalf of customers; providing information periodically to customers
showing their positions in Class A Shares; providing sub-accounting with respect
to Class A Shares beneficially owned by customers or the information necessary
for sub-accounting; responding to inquiries from customers concerning their
investments in Class A Shares; arranging for bank wires; and providing such
other similar services as may reasonably be requested.
Class B Shares
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Class B Shares of the Funds are offered without an initial sales charge but
are subject to a contingent deferred sales charge payable upon certain
redemptions as set forth in the Fund's then-current prospectus. Class B Shares
of a Fund may be exchanged for Class B Shares of another fund of the Company,
The Munder Framlington Funds Trust or The Munder Funds Trust subject to any
sales charge differential.
Class B Shares of a Fund will automatically convert to Class A Shares of
the Fund on the first business day of the month on which the sixth anniversary
of the issuance of the Class B Shares occurs. The conversion will be effected
at the relative net asset values per share of the two classes.
Class B Shares pay a Rule 12b-1 service fee of up to 0.25% (annualized) and
a distribution fee of up to 0.75% (annualized) of the average daily net assets
of a Fund's Class B Shares. Brokers, dealers and other institutions may
maintain Class B shareholder accounts and provide personal service to Class B
shareholders. Services relating to the sale of Class B Shares may include, but
not be limited to, preparation, printing and distribution of prospectuses, sales
literature and advertising materials by the Company's distributor, or, as
applicable, brokers, dealer or other institutions; commissions, incentive
compensation or other compensation to, and expenses of, account executives or
other employees of the Company's distributor or brokers, dealers and other
institutions; overhead and other office expenses of the Company's distributor
attributable to distribution or sales support activities; and opportunity costs
related to the foregoing (which may be calculated as a carrying charge on the
Company's distributor unreimbursed expenses) incurred in connection with
distribution or sales support activities. The overhead and other office
expenses referenced above may include, without limitation, (a) the expenses of
operating the Company's distributor's offices in connection with the sale of the
Class B Shares of the Funds, including lease costs, the salaries and employee
benefit costs of administrative, operations and support personnel, utility
costs, communication costs and the costs of stationery and supplies, (b) the
costs of client sales seminars and travel related to distribution and sales
support activities, and (c) other expenses relating to distribution and sales
support activities.
Class C Shares
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Class C Shares of the Funds are offered at net asset value. A contingent
deferred sales charge may apply to certain redemptions made within the first
year of investing as set forth in the relevant Fund's then-current prospectus.
Class C Shares of a Fund may be exchanged for Class C Shares or Class II Shares
of another fund of the Company, The Munder Framlington Funds Trust and The
Munder Funds Trust subject to any sales charge differential.
Class C Shares pay a Rule 12b-1 service fee up to 0.25% (annualized) and a
distribution fee of up to 0.75% (annualized) of the average daily net assets of
a Fund's Class C Shares. Brokers, dealers and other institutions may maintain
Class C shareholder accounts and provide personal services to Class C
shareholders. Services relating to the sale of Class C Shares may include, but
not be limited to, preparation, printing and distribution of prospectuses, sales
literature and advertising materials by the Company's distributor, or, as
applicable, brokers, dealers or other institutions; commissions, incentive
compensation or other compensation to, and expenses of, account executives or
other employees of the Company's distributor or brokers, dealers and other
institutions; overhead and other office expenses of the Company's distributor
attributable to distribution or sales support activities; and opportunity costs
related to the foregoing (which may be calculated as a carrying charge on the
Company's distributor unreimbursed expenses) incurred in connection with
distribution or sales support activities. The overhead and other office
expenses referenced above may include, without limitation, (a) the expenses of
operating the Company's distributor's offices in connection with the sale of the
Class C Shares of the
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Funds, including lease costs, the salaries and employee benefit costs of
administrative, operations and support personnel, utility costs, communication
costs and costs of stationery and supplies; (b) the costs of client sales
seminars and travel related to distribution and sales support activities, and
(c) other expenses relating to distribution and sales support activities.
Class Y Shares
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Class Y Shares of a Fund are offered at net asset value. Class Y Shares of
a Fund may be exchanged for Class Y Shares of another fund of the Company, The
Munder Framlington Funds Trust or The Munder Funds Trust without the imposition
of a sales charge.
Class K Shares
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Class K Shares of a Fund are offered at net asset value. Class K Shares of
a Fund may be exchanged for Class K Shares of another fund of the Company, The
Munder Framlington Funds Trust or The Munder Funds Trust without the imposition
of a sales charge.
Class K Shares pay a service fee of up to 0.25% (annualized) of the average
daily net assets of a Fund's Class K Shares. Services provided by brokers,
dealers and other institutions for such service fees include: processing
purchase, exchange and redemption requests from customers and placing orders
with the Company's transfer agent; processing dividend and distribution payments
from the Funds on behalf of customers; providing information periodically to
customers showing their positions in Class K Shares; providing sub-accounting
with respect to Class K Shares beneficially owned by customers or the
information necessary for sub-accounting; responding to inquiries from customers
concerning their investment in Class K Shares; arranging for bank wires; and
providing such other similar services as may reasonably be requested.
Class II Shares
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Class II Shares of a Fund are offered at net asset value plus, an initial
sales charge as set forth in the then-current prospectus of the Fund. The
initial sales charge may be waived or reduced on certain types of purchases as
set forth in a Fund's then-current prospectus. A contingent deferred sales
charge may apply to certain redemptions made within a specified period as set
forth in a Fund's then-current prospectus. Class II Shares of a Fund may be
exchanged for Class II Shares or Class C Shares of another fund of the Company,
The Munder Framlington Funds Trust or The Munder Funds Trust subject to any
sales charge differential.
Class II Shares pay a Rule 12b-1 service fee up to 0.25% (annualized) and a
distribution fee of up to 0.75% (annualized) of the average daily net assets of
a Fund's Class II Shares. Brokers, dealers and other institutions may maintain
Class II shareholder accounts and provide personal services to Class II
shareholders. Services relating to the sale of Class II Shares may include, but
not be limited to, preparation, printing and distribution of prospectuses, sales
literature and advertising materials by the Company's distributor, or, as
applicable, brokers, dealers or other institutions; commissions, incentive
compensation or other compensation to, and expenses of, account executives or
other employees of the Company's distributor or brokers, dealers and other
institutions; overhead and other office expenses of the Company's distributor
attributable to distribution or sales support activities; and opportunity costs
related to the foregoing (which may be calculated as a carrying charge on the
Company's distributor unreimbursed expenses) incurred in connection with
distribution or sales support activities. The overhead and other office
expenses referenced above may include, without limitation, (a) the expenses of
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operating the Company's distributor's offices in connection with the sale of the
Class II Shares of a Fund, including lease costs, the salaries and employee
benefit costs of administrative, operations and support personnel, utility
costs, communication costs and costs of stationery and supplies; (b) the costs
of client sales seminars and travel related to distribution and sales support
activities, and (c) other expenses relating to distribution and sales support
activities.
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