<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
THE MUNDER FUNDS, INC. and THE MUNDER FRAMLINGTON FUNDS TRUST
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
THE MUNDER FRAMLINGTON FUNDS TRUST
THE MUNDER FUNDS, INC.
480 PIERCE STREET
BIRMINGHAM, MICHIGAN 48009
1-(800) 438-5789
November 13, 2000
Dear Shareholder:
Credit Commercial de France S.A., a French banking corporation and the
parent company of Framlington Overseas Investment Management Limited, was
acquired on July 28, 2000 by HSBC Holdings plc, one of the world's largest
banking and financial services organizations. Framlington Overseas Investment
Management Limited is the sub-advisor to all of the Munder Framlington Funds and
to the Munder International NetNet Fund, a series of The Munder Funds, Inc. This
change in control caused a termination of the sub-advisory agreements pursuant
to which Framlington Overseas Investment Management Limited manages your fund.
A joint special meeting of shareholders of each series of The Munder
Framlington Funds Trust and the shareholders of the Munder International NetNet
Fund, a series of The Munder Funds, Inc., will be held at the offices of Munder
Capital Management at 480 Pierce Street, Birmingham, Michigan 48009, on December
20, 2000 at 2:00 p.m., Eastern time.
At the meeting you will be asked to approve a new sub-advisory agreement
for Framlington Overseas Investment Management Limited. Approval of the
agreement is sought so that management of the funds can continue uninterrupted.
As discussed in the enclosed Proxy Statement the Board of Trustees of the Munder
Framlington Funds Trust and the Board of Directors of the Munder Funds, Inc.
have approved "interim" sub-advisory agreements which terminate by their terms
on December 24, 2000.
After careful consideration, the Board of Trustees and the Board of
Directors have unanimously approved the proposed new sub-advisory agreements and
recommend that shareholders vote "FOR" the proposal.
YOUR VOTE IS IMPORTANT REGARDLESS OF HOW MANY SHARES YOU OWN. TO AVOID THE
ADDED COST OF FOLLOW-UP SOLICITATIONS AND POSSIBLE ADJOURNMENTS OF THE
SHAREHOLDER MEETING, PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND SUBMIT
YOUR VOTE. YOUR PROXY MUST BE RECEIVED BY DECEMBER 20, 2000. If we have not
heard from you as the date of the shareholder meeting approaches, you may
receive a call from a professional proxy solicitation firm to facilitate the
gathering of votes.
We appreciate your attention to this matter and thank you for supporting
the Munder Funds.
Sincerely,
/s/ James C. Robinson
JAMES C. ROBINSON
President
<PAGE> 3
THE MUNDER FRAMLINGTON FUNDS TRUST
THE MUNDER FUNDS, INC.
480 PIERCE STREET
BIRMINGHAM, MICHIGAN 48009
1-(800) 438-5789
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
November 13, 2000
To the Shareholders of: The Munder Framlington Funds Trust
The Munder Funds, Inc. (Munder International NetNet Fund
only)
The enclosed proxy materials relate to a Joint Special Meeting of
shareholders of each series of The Munder Framlington Funds Trust ("Trust") and
the shareholders of the Munder International NetNet Fund, a series of The Munder
Funds, Inc. ("Company") (each series a "Fund," and collectively, the "Funds") to
be held at the offices of Munder Capital Management at 480 Pierce Street,
Birmingham, Michigan 48009, on December 20, 2000 at 2:00 p.m., Eastern time.
This meeting is required because the sub-advisor to the Funds, Framlington
Overseas Investment Management Limited ("Sub-Advisor"), underwent a change in
control on July 28, 2000 as a result of the acquisition by HSBC Holdings plc of
Credit Commercial de France, the corporate parent of the Sub-Advisor. The change
in control caused an assignment and termination of the original sub-advisory
agreements among the Sub-Advisor, Munder Capital Management ("MCM"), the
investment advisor to the Funds, and the Trust and Company. On July 10, 2000,
the Board of Trustees of the Trust and the Board of Directors of the Company
approved "interim" sub-advisory agreements ("Interim Agreements") on
substantially the same terms and conditions as the original sub-advisory
agreements. The Interim Agreements are effective for the period between July 29,
2000 and the earlier of (a) the approval of new sub-advisory agreements by
shareholders of the Funds or (b) on December 24, 2000.
The purpose of this meeting is:
I. To consider and vote on the approval or disapproval of new sub-
advisory agreements for the Funds on substantially the same terms as
the Interim Agreements. (Shareholders of each Fund will vote
separately with respect to the sub-advisory agreement for their Fund.)
<PAGE> 4
II. To transact such other business as may properly come before the Joint
Special Meeting.
The Board of Trustees and the Board Directors have fixed the close of
business on November 1, 2000 as the Record Date for determination of
shareholders entitled to notice of, and to vote at, the meeting.
Each of the Funds for which the Sub-Advisor acts as investment sub-advisor
are required to obtain shareholder approval. Therefore, if you own shares of
more than one Fund, you should ensure that you respond to all parts of the proxy
card applicable to each of your Funds. Please make certain to sign and return
the proxy card.
EACH SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE JOINT SPECIAL MEETING IN
PERSON IS REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD. PLEASE
RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE
IF MAILED IN THE UNITED STATES.
By Order of the Board of
Trustees of The Munder
Framlington Funds Trust
and the Board of Directors
of The Munder Funds, Inc.
November 13, 2000 /s/ Stephen J. Shenkenberg
Stephen J. Shenkenberg
Vice President and Secretary
ii
<PAGE> 5
THE MUNDER FRAMLINGTON FUNDS TRUST
THE MUNDER FUNDS, INC.
480 PIERCE STREET
BIRMINGHAM, MICHIGAN 48009
1-(800) 438-5789
PROXY STATEMENT
This Proxy Statement and Notice of Special Meeting with accompanying proxy
card are being mailed to shareholders of each series of The Munder Framlington
Funds Trust ("Trust") and shareholders of one series, Munder International
NetNet Fund, of The Munder Funds, Inc. ("Company"), on or about November 13,
2000. (Each series is referred to herein as a "Fund" and collectively as
"Funds.") This information is being furnished in connection with the
solicitation of proxies by the Board of Trustees of the Trust and the Board of
Directors of the Company (collectively, "Directors"), on behalf of the Trust and
the Company, for use at the joint special meeting of shareholders on December
20, 2000, or any adjournment thereof (the "Meeting"), for the purposes set forth
in the accompanying Notice of Joint Special Meeting of Shareholders.
If the accompanying proxy card is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. However, if no instructions are specified on a
properly executed and returned proxy, then the proxy will be voted in favor of
the proposal. A proxy may be revoked at any time prior to the time it is voted
by written notice to the Secretary of the Trust or the Company, or by attendance
at the Meeting.
The Directors are recommending that shareholders consider the following
proposals:
<TABLE>
<CAPTION>
PROPOSAL FUNDS AFFECTED
-------- --------------
<S> <C>
I. To consider and vote on Munder Framlington Emerging
approval or disapproval of Markets Fund; Munder
new sub-advisory Framlington Global Financial
agreements on Services Fund; Munder
substantially the same Framlington Healthcare Fund;
terms as the sub-advisory Munder Framlington
agreements currently in International Growth Fund; and
effect (Shareholders of Munder International NetNet
each Fund will vote Fund
separately with respect to
the sub-advisory agreement
for their Fund)
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
PROPOSAL FUNDS AFFECTED
-------- --------------
<S> <C>
II. To transact such other Munder Framlington Emerging
business as may properly Markets Fund; Munder
come before the Meeting Framlington Global Financial
Services Fund; Munder
Framlington Healthcare Fund;
Munder Framlington
International Growth Fund; and
Munder International NetNet
Fund
</TABLE>
REPORTS TO SHAREHOLDERS
The annual report for the Trust and the Company for the fiscal year ended
June 30, 2000 has previously been sent to shareholders and is available upon
request without charge by calling the toll-free number referenced above.
RECORD DATE
The close of business on November 1, 2000 has been fixed as the date for
the determination of shareholders entitled to notice of and to vote at the
Meeting (the "Record Date").
OUTSTANDING SHARES AND OWNERSHIP OF SHARES
The following shares of each class of each Fund were outstanding as of the
close of business on the Record Date:
<TABLE>
<CAPTION>
NAME OF FUND CLASS A CLASS B CLASS C CLASS II CLASS K CLASS Y
------------ ------- ------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Munder Framlington
Emerging Markets.... 348,066.4 219,335.8 53,328.0 N/A 3,428,819.2 1,784,752.2
Munder Framlington
Global Financial
Services............ 129,070.5 63,304.0 N/A 42,542.4 N/A 477,061.2
Munder Framlington
Healthcare.......... 6,659,096.2 7,643,593.2 4,837,742.1 N/A 24,292.3 529,424.2
Munder Framlington
International
Growth.............. 439,072.2 115,882.7 92,869.0 N/A 212,834.3 5,239,440.4
Munder International
NetNet.............. 21,705,621.9 19,105,854.6 N/A 8,367,499.2 1,775,589.6 988,013.3
</TABLE>
2
<PAGE> 7
Munder Capital Management ("MCM"), on behalf of its clients, has documented
authority to vote the following number and percentage of outstanding Fund shares
as of the Record Date:
<TABLE>
<CAPTION>
NAME OF FUND CLASS A CLASS B CLASS C CLASS II CLASS K CLASS Y
------------ ------- ------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Munder Framlington
Emerging Markets.... 3,678.2 0 0 N/A 0 0
Munder Framlington
Global Financial
Services............ 0 0 N/A 0 0 464,719.0
Munder Framlington
Healthcare.......... 2,300.1 0 0 N/A 0 437,073.8
Munder Framlington
International
Growth.............. 0 0 0 N/A 0 5,240,290.4
Munder International
NetNet.............. 10,865.9 0 N/A 0 0 646,549.0
</TABLE>
As of the Record Date, no Director owned 1% or more of the outstanding
shares of any Fund and the Directors and officers of the Trust and Company own,
as a group, less than 1% of the shares of any Fund.
To the knowledge of the Trust or the Company, any person who beneficially
owned or had the right to vote 5% or more of the outstanding shares of each
Fund, as of the Record Date, are identified in Appendix C.
PROPOSAL I.
APPROVAL OR DISAPPROVAL OF NEW SUB-ADVISORY AGREEMENTS
SUMMARY OF TRANSACTION
Pursuant to a transaction whereby HSBC Holdings plc ("HSBC") acquired
Credit Commercial de France S.A. ("CCF") (the "Transaction"), a change in the
ownership and control of Framlington Overseas Investment Management Limited, the
sub-advisor to the Funds ("Sub-Advisor"), occurred. As described below, the
Transaction caused an assignment and termination of the sub-advisory agreements
among the Sub-Advisor, MCM, the Trust and the Company. The Transaction was
completed on July 28, 2000.
The Sub-Advisor is an indirect subsidiary of Framlington Group Limited,
incorporated in England and Wales, which, through its subsidiaries, provides a
wide range of investment services. Framlington Group Limited is a wholly-owned
subsidiary of Framlington Holdings Limited which is, in turn, owned 49% by MCM,
the investment advisor to the Funds. Prior to the completion of the Transaction,
a 51% indirect ownership interest
3
<PAGE> 8
in Framlington Holdings Limited was held by CCF, a French banking corporation
listed on the Societe des Bourses Francaises, located at 103 Avenue des
Champs-Elysees, Paris, France. After the completion of the Transaction, HSBC
holds the 51% indirect ownership interest in Framlington Holdings Limited and
thus, control over the Sub-Advisor.
The HSBC Group's name is derived from The Hongkong and Shanghai Banking
Corporation Limited which was founded in 1865. With headquarters at 10 Lower
Thames Street, London, United Kingdom, HSBC is one of the world's largest
banking and financial services organizations. HSBC Asset Management, the global
investment advisory and fund management business unit of HSBC, manages, as of
September 30, 2000, approximately $135 billion of assets worldwide for a wide
variety of institutional, retail and private clients.
As part of its acquisition of Framlington Holdings Limited in 1996, MCM was
granted an option to purchase an additional 1% interest in Framlington Holdings
Limited under certain circumstances (the "Option"). The Option granted to MCM
becomes exercisable if a majority interest in CCF is acquired by an
investment-related company that may compete with MCM's business lines. The
Transaction triggered the Option as of July 28, 2000 and the Option remains
exercisable for six (6) months thereafter. (The Option may be triggered by other
events as well.) In the event that MCM exercises the Option, MCM's ownership
interest in Framlington Holdings Limited would increase to 50% and may be viewed
as resulting in a further change in control of the Sub-Advisor. MCM presently
intends to exercise the Option. However, for the purposes of this proxy
solicitation, approval by shareholders of Proposal I. also will be considered to
be approval of any new sub-advisory agreements that might be caused by the
exercise of the Option by MCM and its purchase of the additional 1% interest.
MCM, a Delaware general partnership, located at 480 Pierce Street,
Birmingham, Michigan 48009, serves as the investment advisor to each Fund. The
principal partners of MCM are Munder Group LLC, WAM Holdings, Inc. ("WAM") and
WAM Holdings II, Inc. ("WAM II"). WAM and WAM II are wholly-owned subsidiaries
of Comerica Bank-Ann Arbor, which in turn is a wholly-owned subsidiary of
Comerica Incorporated, a publicly-held bank holding company whose principal
office is located at Comerica Tower -- Detroit Center, Detroit, Michigan.
Comerica Incorporated indirectly owns or controls approximately 95% of the
partnership interests in MCM.
4
<PAGE> 9
CONSIDERATIONS UNDER THE INVESTMENT COMPANY ACT OF 1940
Section 15(a) of the Investment Company Act of 1940, as amended, ("1940
Act") prohibits any person from serving as an investment advisor to a registered
investment company except pursuant to a written agreement that has been approved
by the shareholders of the investment company. Section 15(a) also provides for
the automatic termination of such agreements upon their assignment. An
assignment is deemed to include any change of control of an investment advisor
or sub-advisor. Accordingly, the original sub-advisory agreements applicable to
the Funds ("Prior Agreements") were terminated upon their assignment due to the
change in control of the Sub-Advisor, effective July 28, 2000. Consequently, in
order for the Sub-Advisor to continue to provide investment advisory services to
the Funds after the expiration of the Interim Agreements on December 24, 2000,
the shareholders of each Fund must approve that Fund's new sub-advisory
agreement.
Rule 15a-4 of the 1940 Act provides that, subject to certain conditions, an
advisor or sub-advisor may continue its investment advisory services to a fund
after an assignment of an advisory agreement so long as an "interim" agreement
is approved by the fund's board of directors and such "interim" agreement
contains the required provisions provided in Rule 15a-4. Such an interim
agreement may be in effect no more than 150 days following the date on which the
previous agreement terminated.
THE INTERIM SUB-ADVISORY AGREEMENTS
Pursuant to Rule 15a-4, the Directors met on July 10, 2000 to approve
"interim" agreements for the Funds for the period between the completion of the
Transaction and the approval of new sub-advisory agreements by shareholders of
the Funds ("Interim Agreements"). The Interim Agreements will be in effect until
the sooner of December 24, 2000, or the date on which shareholders will have
voted on the approval of new sub-advisory agreements for the Funds, as described
herein. Fees to be paid to the Sub-Advisor under the Interim Agreements have
been deposited in an escrow account with State Street Bank and Trust Company.
Each Interim Agreement should also, for this purpose, be viewed as covering the
exercise of the Option and the closing of such transaction by MCM.
The Interim Agreements consist of the same terms and conditions as the
Prior Agreements. Pursuant to the Interim Agreements, the Sub-Advisor provides
sub-advisory services to the Funds and is responsible for the management of each
Fund's portfolio, including all decisions regarding purchases and sales of
portfolio securities. The Sub-Advisor is also responsible for arranging the
execution of portfolio management decisions, including the selection of brokers
to execute trades and the negotiation of related
5
<PAGE> 10
brokerage commissions. The fees payable to the Sub-Advisor under the Interim
Agreements, which are paid by MCM and not by the Funds, are the same as under
the Prior Agreements (and also will remain the same under the proposed new
sub-advisory agreements, as described below). Such fees are set forth in
Appendix D hereto.
ABOUT THE NEW SUB-ADVISORY AGREEMENTS
On July 10, 2000, the Directors met to consider the Transaction and its
effect on the Trust and the Company and the investment management arrangements
with the Sub-Advisor. In addition to the Interim Agreements described above, the
Directors, including the non-interested, independent Directors, as that term is
defined in Section 2(a)(14) of the 1940 Act ("Independent Directors"),
unanimously approved, subject to the required shareholder approval described
herein, proposed new sub-advisory agreements among MCM, the Sub-Advisor and the
Trust and the Company (the "New Agreements"). The Directors also recommended
approval of the New Agreements by the shareholders of the Funds. Forms of the
New Agreements are attached as Appendix A and B.
If the shareholders of any Fund do not approve that Fund's New Agreement,
the Sub-Advisor will be paid, from the escrow account, the lesser of costs
incurred in performing its duties under each Interim Agreement or the total
amount in the escrow account. In addition, if the shareholders of any Fund do
not approve the New Agreement for that Fund, that Fund would no longer be able
to utilize the services of the Sub-Advisor. In such case, MCM will be required
to exclusively manage that Fund until another sub-advisor, if any, is approved
by shareholders. The Directors and MCM may seek to obtain alternative
sub-advisory services for that Fund, either from the Sub-Advisor or from another
advisory organization, subject to approval by the shareholders of that Fund.
The terms and conditions of each New Agreement are substantially identical
to those of each Prior Agreement and each Interim Agreement. Each New Agreement
will continue in effect for an initial two-year term and thereafter from year to
year, subject to approval annually by the Directors or by vote of a 1940 Act
Majority (as defined below under "Required Vote") of the outstanding shares of
the relevant Fund, in addition to, in either event, approval by a majority of
the Independent Directors at a meeting called for the purpose of voting on such
approval. Like the Interim Agreements and Prior Agreements, the New Agreements
provide that they will terminate automatically in the event of their assignment
and that they may be terminated by the Trust or the Company, on behalf of a Fund
on 60 days' written notice, provided that termination by the Trust or Company on
behalf of a Fund is approved by the vote of a
6
<PAGE> 11
majority of the Directors or by the vote of a 1940 Act Majority of the
outstanding shares of the relevant Fund.
Like the Interim Agreements and Prior Agreements, the New Agreements
provide that the Sub-Advisor is not subject to liability for any error of
judgement or mistake of law or loss suffered by MCM or the Fund or the Fund's
shareholders in connections with the matters to which the Agreement relates,
except by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties under the Agreement.
ABOUT THE PRIOR SUB-ADVISORY AGREEMENTS
Up to July 28, 2000, the Sub-Advisor managed the Munder Framlington
Emerging Markets Fund, Munder Framlington Global Financial Services Fund, Munder
Framlington Healthcare Fund and Munder Framlington International Growth Fund
pursuant to a sub-advisory agreement dated July 2, 1998. Up to July 28, 2000,
the Sub-Advisor managed the Munder International NetNet Fund pursuant to a
sub-advisory agreement dated April 6, 2000. The Prior Agreements applicable to
each Fund of the Trust were last approved by the Board of Trustees on May 5,
2000 and the Prior Agreements applicable to the Munder International NetNet Fund
were last approved by the Board of Directors on February 14, 2000. For the
fiscal year ended June 30, 2000, the Sub-Advisor was paid fees of $339,008 for
the Munder Framlington Emerging Markets Fund; $0 for the Munder Framlington
Global Financial Services Fund; $402,304 for the Munder Framlington Healthcare
Fund; $384,702 for the Munder Framlington International Growth Fund; and
$519,846 for the Munder International NetNet Fund; for an aggregate total of
$1,645,860.
For the fiscal year ended June 30, 2000, the Sub-Advisor paid brokerage
commissions to Charterhouse Tinley, an affiliate of the Sub-Advisor, for
transactions made on behalf of two of the Funds. These commissions were in the
amounts of $18 (0.29% of total commissions) for the Munder Framlington Global
Financial Services Fund and $8,601 (1.59% of total commissions) for the Munder
International NetNet Fund. During the fiscal year ended June 30, 2000, both
Charterhouse Tinley and the Sub-Advisor were subsidiaries of CCF.
INFORMATION ABOUT THE SUB-ADVISOR
The Sub-Advisor serves as the sub-advisor to the Munder Framlington
Emerging Markets Fund, Munder Framlington Global Financial Services Fund, Munder
Framlington Healthcare Fund, Munder Framlington International Growth Fund, each
a series of the Trust, and the Munder
7
<PAGE> 12
International NetNet Fund, a series of the Company. The Sub-Advisor was
incorporated on December 31, 1980 as a private limited company in the United
Kingdom and is located at 155 Bishopsgate, London, United Kingdom. The Board of
Directors of the Sub-Advisor is presently comprised of Warren J. Colman, Gary C.
Fitzgerald, Jean-Luc Shilling, and Michael A. Vogel. As of September 30, the
Sub-Advisor manages over $1 billion in international portfolios. The Sub-Advisor
is a subsidiary of Framlington Group Limited, incorporated in England and Wales.
Framlington Group Limited is a wholly-owned subsidiary of Framlington Holdings
Limited which is, in turn, owned 49% by MCM, the Investment Advisor to the
Funds, and as of July 28, 2000, 51% by HSBC. If MCM were to exercise the Option,
both MCM and HSBC would own 50% of Framlington Holdings Limited.
THE DIRECTORS' RECOMMENDATION
At their meeting on July 10, 2000, the Directors discussed and considered
the New Agreements in light of the Transaction. Among other things, the
Directors considered representations from senior executives of the Sub-Advisor
and MCM that the Sub-Advisor is expecting no internal changes to management
after the Transaction and that personnel responsible for management of the Funds
are expected to continue in their respective roles. The Directors also
considered that the material terms and conditions and the fees payable to the
Sub-Advisor under the Prior Agreements did not materially change under the New
Agreements. Further, among other things, the Directors considered (i) the
nature, quality and scope of services to be rendered under the New Agreements by
the Sub-Advisor and its personnel, (ii) the performance of the Funds since
commencement of operations, (iii) the fairness of the compensation payable to
the Sub-Advisor under the New Agreements, and (iv) supplemental information
concerning HSBC. Based on this review, and in light of the Transaction, the
Directors concluded that the sub-advisory services contemplated under the New
Agreements are reasonably worth the full amount of the fee, plus any benefits
that incidentally may accrue to the Sub-Advisor, and that the terms of the New
Agreements are fair and reasonable. Accordingly, the Directors, including a
majority of the Independent Directors, unanimously approved the New Agreements
and voted to recommend their approval by the shareholders of each Fund.
The Directors recommend that the shareholders of Munder Framlington
Emerging Markets Fund, Munder Framlington Global Financial Services Fund, Munder
Framlington Healthcare Fund, Munder Framlington International Growth Fund and
Munder International NetNet Fund vote FOR approval of the New Agreement with
respect to that Fund.
8
<PAGE> 13
REQUIRED VOTE
The presence in person or by proxy of the holders of a majority of the
outstanding shares of each of the Munder Framlington Emerging Markets Fund, the
Munder Framlington Global Financial Services Fund; the Munder Framlington
Healthcare Fund, and the Munder Framlington International Growth Fund is
required to constitute a quorum for each Fund of the Trust at the Meeting.
Separately, one-third of the holders of the outstanding shares of the Munder
International NetNet Fund (a series of the Company) is required to constitute a
quorum for the Company at the Meeting. Approval of a new sub-advisory agreement
with respect to each Fund, as set forth in Proposal I., will require the
affirmative vote of the holders of the lesser of either (1) 67% or more of that
Fund's shares present at the Meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented by proxy, or (2) more
than 50% of the outstanding Fund shares ("1940 Act Majority"). Shareholders of
each class of each Fund are entitled to one vote for each full share and a
proportionate vote for each fractional share held.
If at the Meeting there is less than a quorum present, a majority of
shareholders present at the Meeting, in person or by proxy, and entitled to
vote, may adjourn the Meeting from time to time until a quorum is present
without further notice.
The Trust and the Company expect that, before the Meeting, broker-dealer
firms holding shares of the Funds in "street name" for their customers will
request voting instructions from their customers and beneficial owners. If these
instructions are not received by the date specified in the broker-dealer firms'
proxy solicitation materials, the Trust and the Company understand that the
broker-dealers that are members of the New York Stock Exchange may vote on the
items to be considered at the Meeting on behalf of their customers and
beneficial owners under the rules of the New York Stock Exchange.
For purposes of determining the presence of a quorum of each Fund 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 Fund 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. For this reason, abstentions and broker
"non-votes" will have the effect of a "no" vote for purposes of obtaining the
requisite approval of the proposals.
9
<PAGE> 14
PROPOSAL II.
OTHER BUSINESS
Management knows of no other business to be presented at the Meeting. If
any additional matters should be properly presented, it is intended that the
enclosed proxy will be voted in accordance with the judgment of the persons
named in the proxy.
The Trust and the Company are not required to hold annual shareholder
meetings, although special meetings may be called from time to time. Shareholder
proposals to be presented at any subsequent meeting of shareholders must be
received at the office of the Trust or the Company within a reasonable time
before the proxy solicitation is made.
GENERAL INFORMATION
SOLICITATION OF PROXIES
MCM and the Sub-Advisor have retained PFPC Inc. ("PFPC") to provide proxy
solicitation services for the Trust and the Company. The costs of soliciting
proxies, including the fees paid to PFPC, will be borne by MCM and/or the
Sub-Advisor and not the Trust or the Company. Brokerage firms and others will be
reimbursed for their expenses in forwarding proxy materials to the beneficial
owners and soliciting them to execute proxies. Additionally, proxies may be
solicited by Directors, officers and regular employees and agents of the Trust
and/or the Company without compensation.
Authorization to permit PFPC to execute proxies on behalf of shareholders
may be obtained by telephonic or electronically transmitted instructions from
shareholders. In all cases where a telephonic proxy is solicited by PFPC, PFPC
representatives are required to ask for each shareholder's full name (account
registration name), the account address, and the number of shares owned. If the
information solicited agrees with the information provided to PFPC, then the
PFPC representatives have the responsibility to explain the process, read the
Proposal on the proxy card(s), and ask for the shareholder's instructions on the
Proposal. Although PFPC representatives are permitted to answer questions about
the process, they are not permitted to recommend to the shareholder how to vote,
other than to read any recommendation set forth in the proxy statement. PFPC
will record the shareholder's instructions on the card. Within 72 hours, the
shareholder will be sent a letter to confirm his or her vote and asking the
shareholder to call PFPC immediately if his or her instructions are not
correctly reflected in the confirmation.
10
<PAGE> 15
Shareholders may provide their voting instructions through telephone
touch-tone voting or Internet voting. These options require shareholders to
input a control number which is located on each proxy card. After inputting this
number, shareholders will be prompted to provide their voting instructions on
the Proposal. Shareholders will have an opportunity to review their voting
instructions and make any necessary changes before submitting their voting
instructions and terminating their telephone call or Internet connection.
Shareholders who vote on the Internet will receive a confirmation number once
the instructions are submitted.
In order to reduce the costs of preparing, printing and mailing the proxy
materials, shareholders having more than one account in the Trust or the Company
that are listed under the same social security number, at a single address and
held directly with the Funds' transfer agent may be combined and mailed in one
envelope or on one proxy card sent to such shareholders. If so, the proxy cards
will have been coded so that each shareholder's votes will be counted for all
such accounts.
ADMINISTRATOR
State Street Bank and Trust Company ("State Street"), whose principal
business address is 225 Franklin Street, Boston, Massachusetts 02110, serves as
administrator for the Trust and the Company pursuant to administration
agreements. State Street has agreed to provide accounting and bookkeeping
services for the Funds; oversee the computation of each Fund's net asset value,
net income and realized capital gains, if any; furnish statistical and research
data; prepare certain tax documents; prepare and file various reports with the
appropriate regulatory agencies; and prepare and file registration statements,
financial reports and other materials required by the Securities and Exchange
Commission ("SEC").
PRINCIPAL UNDERWRITER
Pursuant to distribution agreements with the Trust and the Company, Funds
Distributor Inc., 60 State Street, Boston, Massachusetts 02109 (the
"Distributor") serves as principal underwriter of the Funds' shares. The
Distributor is a broker-dealer registered with the SEC and is a member of the
National Association of Securities Dealers, Inc.
11
<PAGE> 16
YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY
PROMPTLY.
By Order of the Board of
Trustees of The Munder Framlington
Funds Trust
and the Board of Directors
of The Munder Funds, Inc.
/s/ Stephen J. Shenkenberg
Stephen J. Shenkenberg
Vice President and Secretary
November 13, 2000
12
<PAGE> 17
APPENDICES TO THIS PROXY STATEMENT
APPENDIX A......................Form of Investment Sub-Advisory
Agreement among Munder Capital Management,
Framlington Overseas Investment Management
Limited and the Munder Framlington Funds Trust
on behalf of the Munder Framlington Emerging
Markets Fund, Munder Framlington International
Growth Fund, Munder Framlington Healthcare Fund,
the Munder Framlington Global Financial Services
Fund.
APPENDIX B......................Form of Investment Sub-Advisory
Agreement between Munder Capital Management and
Framlington Overseas Investment Management
Limited and the Munder Funds, Inc., on behalf of
the Munder International NetNet Fund.
APPENDIX C......................Ownership of 5% or Greater of a Fund's
Shares
APPENDIX D......................Sub-Advisory Fees
13
<PAGE> 18
APPENDIX A
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT, made as of the day of , 2000, among Munder Capital
Management (the "Advisor"), a Delaware partnership, Framlington Overseas
Investment Management Limited (the "Sub-Advisor"), a subsidiary of Framlington
Group Limited, a private limited company, incorporated in England and in Wales
and registered under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and The Munder Framlington Funds Trust (the "Trust"), a
Massachusetts business trust and a diversified open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act").
WHEREAS, the Advisor has entered into an Investment Advisory Agreement,
dated July 2, 1998 with the Trust (the "Investment Advisory Agreement"),
pursuant to which the Advisor will act as investment advisor to the Trust;
WHEREAS, the shares of beneficial interest of the Trust are divided into
more than one separate series; and
WHEREAS, the Advisor wishes to retain the Sub-Advisor to render investment
advisory services to the portfolios of the Trust listed on Appendix A attached
hereto (the "Funds"), and the Sub-Advisor is willing to furnish such services to
the Funds;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the Trust, the Advisor and the Sub-Advisor
as follows:
1. APPOINTMENT
The Advisor hereby appoints the Sub-Advisor to act as sub-investment
advisor to the Funds for the periods and on the terms set forth herein. The
Sub-Advisor accepts the appointment and agrees to furnish the services set forth
herein for the compensation provided herein.
2. SERVICES AS SUB-INVESTMENT ADVISOR
Subject to the general supervision and direction of the Board of Trustees
of the Trust and the Advisor, the Sub-Advisor will (a) manage the investments of
each Fund in accordance with the Fund's investment objective and policies as
stated in the Fund's Prospectuses and the Statement of Additional Information
filed with the Securities and Exchange Commission, as they may be amended from
time to time; (b) make investment decisions for each Fund; (c) place purchase
and sale orders on
14
<PAGE> 19
behalf of each Fund; and (d) select brokers-dealers to execute trades on behalf
of the Funds.
The Sub-Advisor further agrees that, in performing its duties hereunder, it
will:
(a) comply with the 1940 Act and all rules and regulations thereunder,
the Advisers Act, the Internal Revenue Code, of 1986, as amended (the
"Code"), and all other applicable federal and state laws and regulations,
and with any applicable procedures adopted by the Trust's Trustees as
advised to the Sub-Advisor from time to time;
(b) use reasonable efforts to manage each Fund so that it will
qualify, and continue to qualify, as a regulated investment company under
Subchapter M of the Code and regulations issued thereunder;
(c) maintain books and records with respect to the Funds' securities
transactions, render to the Advisor or Board such periodic and special
reports as the Board of Trustees of the Trust may reasonably request, and
keep the Advisor and the Trustees informed of developments materially
affecting the Funds' portfolios;
(d) make available to the Funds' administrator and the Trust, promptly
upon their request, such copies of the investment records and ledgers with
respect to the Funds as may be required to assist the administrator and the
Trust in their compliance with applicable laws and regulations; and
(e) immediately notify the Trust in the event that the Sub-Advisor or
any of its affiliates: (1) becomes aware that it is subject to a statutory
disqualification that prevents the Sub-Advisor from serving as investment
advisor pursuant to this Agreement; or (2) becomes aware that it is the
subject of an administrative proceeding or enforcement action by the
Securities and Exchange Commission or other regulatory authority. The
Sub-Advisor further agrees to notify the Trust immediately of any material
fact known to the Sub-Advisor respecting or relating to the Sub-Advisor
that is not contained in the Trust's Registration Statement regarding the
Funds, or any amendment or supplement thereto, but that is required to be
disclosed therein, and of any statement contained therein that becomes
untrue in any material respect.
15
<PAGE> 20
3. DOCUMENTS
The Advisor has delivered properly certified or authenticated copies of
each of the following documents to the Sub-Advisor and will deliver to it all
future amendments and supplements thereto, if any:
(a) certified resolution of the Board of Trustees of the Trust
authorizing the appointment of the Sub-Advisor and approving the form of
this Agreement;
(b) the Registration Statement describing the Funds as filed with the
Securities and Exchange Commission and any amendments thereto; and
(c) exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration
Statement described above.
4. BROKERAGE
In selecting brokers-dealers to execute transactions on behalf of the
Funds, the Sub-Advisor will use its best efforts to seek the best overall terms
available. In assessing the best overall terms available for any Fund
transaction, the Sub-Advisor will consider all factors it deems relevant,
including, but not limited to, the breadth of the market in the security, the
price of the security, the financial condition and execution capability of the
broker-dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers-dealers to execute a
particular transaction, and in evaluating the best overall terms available, the
Sub-Advisor is authorized to consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934,
as amended (the "1934 Act")) provided to the Funds and/or other accounts over
which the Sub-Advisor or its affiliates exercise investment discretion. The
parties hereto acknowledge that it is desirable for the Trust that the
Sub-Advisor have access to supplemental investment and market research and
security and economic analysis provided by brokers-dealers who may execute
brokerage transactions at a higher cost to the Trust than may result when
allocating brokerage to other brokers on the basis of seeking the most favorable
price and efficient execution. Therefore, the Sub-Advisor may cause a Fund to
pay a broker-dealer which furnishes brokerage and research services a higher
commission than that which might be charged by another broker-dealer for
effecting the same transaction, provided that the Sub-Advisor determines in good
faith that such commission is reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer, viewed in terms
of either the particular transaction or the overall
16
<PAGE> 21
responsibilities of the Sub-Advisor to the Fund. It is understood that the
services provided by such brokers may be useful to the Sub-Advisor in connection
with the Sub-Advisor's services to other clients. In accordance with Section
11(a) of the 1934 Act and Rule 11a2-2(T) thereunder and subject to any other
applicable laws and regulations, the Sub-Advisor and its affiliates are
authorized to effect portfolio transactions for the Funds and to retain
brokerage commissions on such transactions.
5. RECORDS
The Sub-Advisor agrees to maintain and to preserve for the periods
prescribed under the 1940 Act any such records as are required to be maintained
by the Sub-Advisor with respect to the Funds by the 1940 Act. The Sub-Advisor
further agrees that all records which it maintains for the Funds are the
property of the Funds and it will promptly surrender any of such records upon
request.
6. STANDARD OF CARE
The Sub-Advisor shall exercise its best judgment in rendering the services
under this Agreement. The Sub-Advisor shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Advisor, the Funds or
the Funds' shareholders in connection with the matters to which this Agreement
relates, provided that nothing herein shall be deemed to protect or purport to
protect the Sub-Advisor against any liability to the Advisor, the Funds or to
the Funds' shareholders to which the Sub-Advisor would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Sub-Advisor's reckless disregard
of its obligations and duties under this Agreement. As used in this Section 6,
the term "Sub-Advisor" shall include any officers, directors, employees, or
other affiliates of the Sub-Advisor performing services with respect to the
Funds.
7. COMPENSATION
In consideration of the services rendered pursuant to this Agreement, the
Advisor will pay the Sub-Advisor a fee at an annual rate based on the Funds'
average daily net assets as set forth on Appendix A. This fee shall be computed
and accrued daily and payable monthly. For the purpose of determining fees
payable to the Sub-Advisor, the value of the Funds' average daily net assets
shall be computed at the times and in the manner specified in the Funds'
Prospectuses or Statement of Additional Information. As to each Fund, if, in any
fiscal year, the Advisor determines to waive fees payable to it by the Fund or
reimburse expenses to the Fund, the Sub-Advisor will bear that portion of the
fee waiver or expense reimbursement
17
<PAGE> 22
which bears the same relation to such fee waiver or expense reimbursement as the
fee payable by the Fund to the Sub-Advisor during such year bears to the total
of (i) the annual fee payable by the Fund to the Sub-Advisor plus (ii) the
annual fee payable by the Fund to the Advisor, in each case without giving
effect to the fee waiver or expense reimbursement.
8. EXPENSES
The Sub-Advisor will bear all expenses in connection with the performance
of its services under this Agreement. Each Fund will bear certain other expenses
to be incurred in its operation, including: taxes, interest, brokerage fees and
commissions, if any, fees of Trustees of the Trust who are not officers,
directors, or employees of the Advisor or any Sub-Advisor; Securities and
Exchange Commission fees and state blue sky qualification fees; charges of
custodians and transfer and dividend disbursing agents; the Fund's proportionate
share of insurance premiums; outside auditing and legal expenses; costs of
maintenance of the Fund's existence; costs attributable to investor services,
including, without limitation, telephone and personal expenses; charges of an
independent pricing service; costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing shareholders; costs of shareholders' reports and
meetings of the shareholders of the Fund and of the officers or Board of
Trustees of the Trust; and any extraordinary expenses.
9. SERVICES TO OTHER COMPANIES OR ACCOUNTS
The investment advisory services of the Sub-Advisor to the Funds under this
Agreement are not to be deemed exclusive, and the Sub-Advisor, or any affiliate
thereof, shall be free to render similar services to other investment companies
and other clients (whether or not their investment objectives and policies are
similar to those of the Funds) and to engage in the activities, so long as its
services hereunder are not impaired thereby.
10. DURATION AND TERMINATION
This Agreement shall become effective on the date first above written and
shall continue in effect, unless sooner terminated as provided herein, for two
years from such date and shall continue from year to year thereafter, provided
each continuance is specifically approved at least annually by (i) the vote of a
majority of the Board of Trustees of the Trust or (ii) a vote of a "majority"
(as defined in the 1940 Act) of each Fund's outstanding voting securities,
provided that in either event the continuance is also approved by a majority of
the Board of Trustees who are not "interested persons" (as defined in the 1940
Act) of any party to this
18
<PAGE> 23
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval. This Agreement is terminable, without penalty, (a) on sixty
(60) days' written notice by the Board of Trustees of the Trust or by vote of
holders of a "majority" (as defined in the 1940 Act) of each Fund's shares, (b)
on 90 days' written notice by the Advisor or (c) on ninety (90) days' written
notice by the Sub-Advisor. This Agreement will be terminated automatically in
the event of its "assignment" (as defined in the 1940 Act).
All transactions already initiated hereunder at the time of termination
shall be completed in accordance with the Sub-Advisor's usual practice.
On termination, the Sub-Advisor shall be entitled to charge the Advisor no
additional fee save for:
a) a proportion of the fee, corresponding to that part of the period
by reference to which any periodic fees are payable, which has expired at
the date of termination;
b) any additional expenses which the Sub-Advisor necessarily incurs in
terminating this Agreement.
11. AMENDMENT
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective with respect to a
Fund until approved by an affirmative vote of (i) a majority of the outstanding
voting securities of the Fund, and (ii) a majority of the Trustees of the Trust,
including a majority of Trustees who are not interested persons of any party to
this Agreement, cast in person at a meeting called for the purpose of voting on
such approval, if such approval is required by applicable law.
12. NAMES
It is understood that the name "Framlington Overseas Investment Management
Limited" or any derivative thereof or logo associated with that name is the
valuable property of the Sub-Advisor and its affiliates, and that each Fund has
the right to use such name (or derivative thereof or associated logo) only so
long as this Agreement shall continue with respect to that Fund. Upon
termination of this Agreement, each Fund shall forthwith cease to use such name
(or derivative thereof or associated logo) and the Trust shall promptly amend
its Declaration of Trust to change its name and the name of each Fund to comply
herewith.
The words "The Munder Framlington Funds Trust" and "Trustees" or "Board of
Trustees" used herein refer respectively to the Trust created and
19
<PAGE> 24
the Trustees, as trustees of the Trust but not individually or personally acting
from time to time under a Declaration of Trust dated October 30, 1996 which is
hereby referred to and a copy of which is on file at the office of the Secretary
of the Commonwealth of Massachusetts and at the principal office of the Trust.
The obligations of "The Munder Framlington Funds Trust" entered into in the name
or on behalf thereof by any of the Trustees, officers, representatives or agents
of the Trust 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, 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.
13. MISCELLANEOUS
(a) This Agreement constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof.
(b) Titles or captions of sections contained in this Agreement are inserted
only as a matter of convenience and for reference, and in no way define, limit,
extend or describe the scope of this Agreement or the intent of any provisions
thereof.
(c) This Agreement may be executed in several counterparts, all of which
together shall for all purposes constitute one Agreement, binding on all the
parties.
(d) This Agreement and the rights and obligations of the parties hereunder
shall be governed by, and interpreted, construed and enforced in accordance with
the laws of the State of Michigan.
(e) If any provisions of this Agreement or the application thereof to any
party or circumstances shall be determined by any court of competent
jurisdiction to be invalid or unenforceable to any extent, the remainder of this
Agreement or the application of such provision to such person or circumstance,
other than these as to which it is so determined to be invalid or unenforceable,
shall not be affected thereby, and each provision hereof shall be valid and
shall be enforced to the fullest extent permitted by law.
(f) Notices of any kind to be given to the Sub-Advisor by the Advisor shall
be in writing and shall be duly given if mailed or delivered to the Sub-Advisor
at 155 Bishopsgate, London EC2M 3XJ, England, or at such other address or to
such individual as shall be specified by the Sub-Advisor to the Advisor. Notices
of any kind to be given to the Advisor by the Sub-Advisor shall be in writing
and shall be duly given if mailed or delivered to 480 Pierce Street, Birmingham,
Michigan 48009, or at such the address or to such individual as shall be
specified by the Trust to the Sub-Advisor.
20
<PAGE> 25
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
<TABLE>
<S> <C>
THE MUNDER FRAMLINGTON FUNDS
TRUST
Dated: , 2000 By:
--------------------------------
MUNDER CAPITAL MANAGEMENT
Dated: , 2000 By:
--------------------------------
FRAMLINGTON OVERSEAS INVESTMENT
MANAGEMENT LIMITED
Dated: , 2000 By:
--------------------------------
</TABLE>
21
<PAGE> 26
APPENDIX A TO SUB-ADVISORY AGREEMENT
<TABLE>
<CAPTION>
ANNUAL FEES (AS A PERCENTAGE OF
FUNDS AVERAGE DAILY NET ASSETS)
----- -------------------------------
<S> <C>
Munder Framlington Emerging
Markets Fund................ 0.625%
Munder Framlington
International Growth Fund... 0.50% of net assets up to $250
million; plus 0.375% of net
assets of $250 million or more
Munder Framlington Healthcare
Fund........................ 0.50% of net assets up to $250
million; plus 0.375% of net
assets of $250 million or more
Munder Framlington Global
Financial Services Fund..... 0.375%
</TABLE>
22
<PAGE> 27
APPENDIX B TO SUB-ADVISORY AGREEMENT
ADDITIONAL IMRO PROVISIONS
1. Framlington Overseas Investment Management (the "Sub-Advisor") is regulated
in the conduct of its investment business in the United Kingdom by IMRO, the
Investment Management Regulatory Organization.
2. SERVICES
The Sub-Advisor will provide discretionary investment management services
for Munder Capital Management (the "Advisor"). Further details of the services
to be provided are set out in the Investment Sub-Advisory Agreement (the
"Agreement"). Such services are to be provided on the basis that the Advisor
falls within the category of non-private investor.
3. FEES
Details of the Sub-Advisory fees are set out in Clause 7. Any remuneration
received by the Sub-Advisor hereunder shall supplement any other remuneration
receivable by the Sub-Advisor in connection with transactions effected by the
Sub-Advisor with or for the Advisor under this or any other agreement with the
Advisor.
4. TERMINATION
The provisions in respect of termination of the Agreement are set out in
Clause 10. Termination of the Agreement by either party shall be without
prejudice to the completion of any transaction already initiated which shall be
completed in accordance with market practice.
5. THE PORTFOLIO
The investment objectives and any restrictions on the types of investments
and markets in which transactions may be affected are prescribed in applicable
laws (see Clause 2 of the Agreement) and are set-out in each prospectus for
Class Y, Class K, Class A, B, C shares (the "Prospectus") and the Statement of
Additional Information or as notified to and accepted by the Sub-Advisor in
accordance with the terms of the Agreement.
23
<PAGE> 28
6. Subject to the Prospectus and Statement of Additional Information, the
Sub-Advisor shall be entitled without prior reference to the Advisor to effect
on behalf of the Advisor transactions:
a) in investments the price of which may be being stabilized;
b) in units in Collective Investment Schemes which are not Regulated
Collective Investment Schemes and which are not regulated in accordance
with the 1940 Act and other applicable laws; and
c) where the Sub-Advisor may act as a principal or as agent between
another client or any Associate of the Sub-Advisor and the Advisor provided
that the terms of the transaction are at least as good as those generally
available elsewhere.
7. The Sub-Advisor may commit the Advisor to supplement the Funds either by
borrowing or by committing the Advisor to a contract the performance of which
may require the Advisor to supplement the Funds but such borrowing may only take
place in accordance with the 1940 Act.
Borrowing shall only be effected on a short-term basis ancillary to the
proper management of the Funds pending settlement of other transaction or to
protect against currency fluctuations and in any event will be in accordance
with relevant regulations and the guidelines set out in the Prospectus.
8. VALUATION, REPORTS AND RECORDS
The Sub-Advisor shall send to the Advisor, at least once every 6 months, a
statement of the contents and valuation of the Funds, the transactions entered
into during such period and other information required by the IMRO Rules to be
contained in such statement. Such statement may contain a measure of performance
of the Funds by reference to the appropriate indices.
The Sub-Advisor shall forward contract notes to the administrator of the
Funds, State Street Bank and Trust Company, as soon as possible after the
transaction at the address set out in the Prospectus or to such other address as
the Advisor may provide to the Sub-Advisor for that purpose.
9. COMPLAINTS
The Sub-Advisor has in operation, and ensures compliance with, a written
procedure for the effective consideration and proper handling of any complaints
the Advisor may have. The Advisor also has the right to make a complaint direct
to the Investment Ombudsman, at 6 Fredericks Place, London EC2R 8BT.
24
<PAGE> 29
Such procedure ensures that (unless a complaint can be settled instantly
and directly by the representative or employee of the Sub-Advisor responsible
for the matters involved in the complaint and does not involve sums which are
material in relation to the financial circumstances of the complainant) the
complaint is considered by an officer or employee of appropriate seniority who
was not himself concerned in the matter or (where this is not possible) by a
person of appropriate standing who is not an officer or employee of the
Sub-Advisor.
10. COMPENSATION
In the event that the Sub-Advisor is unable to meet any liabilities to the
Advisor, the Advisor can apply to the Sub-Advisor or to IMRO for a statement
describing the rights to compensation.
11. HEDGING
Where a liability in one currency is to be matched by an asset in a
different currency or where all or part of the investments are denominated in a
currency other than sterling, a movement of exchange rates may have a separate
effect, unfavorable as well as favorable, on the gain or loss otherwise
experienced on the investment.
12. INVESTMENTS NOT READILY REALISABLE
In relation to any Investments Not Readily Realisable in which the Funds
may be invested, the Advisor is advised that these are not readily realisable,
that there can not be any certainty that market makers will be prepared to deal
in them and that proper information for determining their current value may not
be available. The Sub-Advisor will notify the Advisor of any transaction in an
Investment Not Readily Realisable in the six monthly statements, or as requested
by the Advisor.
13. MARGINED TRANSACTIONS, OPTIONS, FUTURES AND CONTRACTS FOR
DIFFERENCES
The Sub-Advisor shall be entitled without prior reference to, or the
written consent of, the Advisor, to effect transactions in Margined
Transactions, Options, Futures and Contracts for Differences. The Advisor is
warned that the markets can be highly volatile and that such investments may
carry a high risk of loss. The Sub-Advisor will only carry out such transactions
in accordance with the Agreement, and the provisions of the Prospectus, the
Statement of Additional Information, and applicable laws and regulations.
25
<PAGE> 30
14. WARRANTS
Warrants often involve a high degree of gearing so that a relatively small
movement in the price of the security to which the warrant relates may result in
a disproportionately large movement, unfavourable as well as favourable, in the
price of the warrant.
"Investment Not Readily
Realisable" has the meaning assigned to it by the
IMRO Rules and includes, inter alia,
investments (which are not life policies
or units in Regulated Collective
Investment Schemes) which are not traded
on or under the rules of a recognized
investment exchange and investments which
are so traded, but not with sufficient
frequency or regularity for a reliable
quoted price for such transactions to be
available.
"Margined Transactions" has the meaning assigned to it by the
IMRO Rules and includes, inter alia, a
transaction relating to a Future, an
Option or a Contract for Differences under
the terms of which the Advisor may be
liable to make deposits in cash or
collateral to secure performance of
obligations which he may have to perform
when the transaction fails to be completed
or upon the earlier closing out of his
position.
26
<PAGE> 31
APPENDIX B
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT, made as of the day of , 2000, among Munder Capital
Management (the "Advisor"), a Delaware partnership, Framlington Overseas
Investment Management Limited (the "Sub-Advisor"), a subsidiary of Framlington
Group Limited, a private limited company, incorporated in England and in Wales
and registered under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and The Munder Funds, Inc. (the "Company"), a Maryland
corporation and a diversified open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act").
WHEREAS, the Advisor has entered into an Investment Advisory Agreement,
dated February 14, 2000 with the Company (the "Investment Advisory Agreement"),
pursuant to which the Advisor will act as investment advisor to the Company;
WHEREAS, the shares of the Company are divided into more than one separate
series; and
WHEREAS, the Advisor wishes to retain the Sub-Advisor to render investment
advisory services to the portfolios of the Company listed on Appendix A attached
hereto (the "Fund"), and the Sub-Advisor is willing to furnish such services to
the Fund.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the Company, the Advisor and the
Sub-Advisor as follows:
1. APPOINTMENT
The Advisor hereby appoints the Sub-Advisor to act as sub-investment
advisor to the Fund for the periods and on the terms set forth herein. The
Sub-Advisor accepts the appointment and agrees to furnish the services set forth
herein for the compensation provided herein.
2. SERVICES AS SUB-INVESTMENT ADVISOR
Subject to the general supervision and direction of the Board of Directors
of the Company and the Advisor, the Sub-Advisor will (i) manage a portion of
each of the investments of the Fund, or a portion thereof as designated by the
Advisor in accordance with the Fund's investment objectives, restrictions and
policies as stated in the Fund's Prospectus and the Statement of Additional
Information filed with the Securities and Exchange Commission, as they may be
amended from time to time; (ii) make investment decisions for the Fund; (iii)
place purchase
27
<PAGE> 32
and sale orders on behalf of each Fund; and (iv) select brokers-dealers to
execute trades on behalf of the Fund.
The Sub-Advisor further agrees that, in performing its duties hereunder, it
will:
(a) comply with the 1940 Act and all rules and regulations thereunder,
the Advisers Act, the Internal Revenue Code, of 1986, as amended (the
"Code"), and all other applicable federal and state laws and regulations,
and with any applicable procedures adopted by the Company's Directors as
advised to the Sub-Advisor from time to time;
(b) use reasonable efforts to manage the Fund so that it will qualify,
and continue to qualify, as a regulated investment company under Subchapter
M of the Code and regulations issued thereunder;
(c) maintain books and records with respect to the Fund's securities
transactions, render to the Advisor or Board such periodic and special
reports as the Board of Directors of the Company may reasonably request,
and keep the Advisor and the Directors informed of developments materially
affecting the Fund's portfolios;
(d) make available to the Fund's administrator and the Company,
promptly upon their request, such copies of the investment records and
ledgers with respect to the Fund as may be required to assist the
administrator and the Company in their compliance with applicable laws and
regulations; and
(e) immediately notify the Company in the event that the Sub-Advisor
or any of its affiliates: (1) becomes aware that it is subject to a
statutory disqualification that prevents the Sub-Advisor from serving as
investment advisor pursuant to this Agreement; or (2) becomes aware that it
is the subject of an administrative proceeding or enforcement action by the
Securities and Exchange Commission or other regulatory authority. The
Sub-Advisor further agrees to notify the Company immediately of any
material fact known to the Sub-Advisor respecting or relating to the
Sub-Advisor that is not contained in the Company's Registration Statement
regarding the Fund, or any amendment or supplement thereto, but that is
required to be disclosed therein, and of any statement contained therein
that becomes untrue in any material respect.
28
<PAGE> 33
3. DOCUMENTS
The Advisor has delivered properly certified or authenticated copies of
each of the following documents to the Sub-Advisor and will deliver to it all
future amendments and supplements thereto, if any:
(a) certified resolution of the Board of Directors of the Company
authorizing the appointment of the Sub-Advisor and approving the form of
this Agreement;
(b) the Registration Statement describing the Fund as filed with the
Securities and Exchange Commission and any amendments thereto; and
(c) exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration
Statement described above.
4. BROKERAGE
In selecting brokers-dealers to execute transactions on behalf of the Fund,
the Sub-Advisor will use its best efforts to seek the best overall terms
available. In assessing the best overall terms available for any Fund
transaction, the Sub-Advisor will consider all factors it deems relevant,
including, but not limited to, the breadth of the market in the security, the
price of the security, the financial condition and execution capability of the
broker-dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers-dealers to execute a
particular transaction, and in evaluating the best overall terms available, the
Sub-Advisor is authorized to consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934,
as amended (the "1934 Act")) provided to the Fund and/or other accounts over
which the Sub-Advisor or its affiliates exercise investment discretion. The
parties hereto acknowledge that it is desirable for the Company that the
Sub-Advisor have access to supplemental investment and market research and
security and economic analysis provided by brokers-dealers who may execute
brokerage transactions at a higher cost to the Company than may result when
allocating brokerage to other brokers on the basis of seeking the most favorable
price and efficient execution. Therefore, the Sub-Advisor may cause the Fund to
pay a broker-dealer which furnishes brokerage and research services a higher
commission than that which might be charged by another broker-dealer for
effecting the same transaction, provided that the Sub-Advisor determines in good
faith that such commission is reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer, viewed in terms
of either the particular transaction or the overall
29
<PAGE> 34
responsibilities of the Sub-Advisor to the Fund. It is understood that the
services provided by such brokers may be useful to the Sub-Advisor in connection
with the Sub-Advisor's services to other clients. In accordance with Section
11(a) of the 1934 Act and Rule 11a2-2(T) thereunder and subject to any other
applicable laws and regulations, the Sub-Advisor and its affiliates are
authorized to effect portfolio transactions for the Fund and to retain brokerage
commissions on such transactions.
5. RECORDS
The Sub-Advisor agrees to maintain and to preserve for the periods
prescribed under the 1940 Act any such records as are required to be maintained
by the Sub-Advisor with respect to the Fund by the 1940 Act. The Sub-Advisor
further agrees that all records which it maintains for the Fund are the property
of the Fund and it will promptly surrender any of such records upon request.
6. STANDARD OF CARE
The Sub-Advisor shall exercise its best judgment in rendering the services
under this Agreement. The Sub-Advisor shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Advisor, the Fund or
the Fund's shareholders in connection with the matters to which this Agreement
relates, provided that nothing herein shall be deemed to protect or purport to
protect the Sub-Advisor against any liability to the Advisor, the Fund or to the
Fund's shareholders to which the Sub-Advisor would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Sub-Advisor's reckless disregard
of its obligations and duties under this Agreement. As used in this Section 6,
the term "Sub-Advisor" shall include any officers, directors, employees, or
other affiliates of the Sub-Advisor performing services with respect to the
Fund.
7. COMPENSATION
In consideration of the services rendered pursuant to this Agreement, the
Advisor will pay the Sub-Advisor a fee at an annual rate based on the Fund's
average daily net assets as set forth on Appendix A. This fee shall be computed
and accrued daily and payable monthly. For the purpose of determining fees
payable to the Sub-Advisor, the value of the Fund's average daily net assets
shall be computed at the times and in the manner specified in the Fund's
Prospectuses or Statement of Additional Information. As to the Fund, if, in any
fiscal year, the Advisor determines to waive fees payable to it by the Fund or
reimburse expenses to the Fund, the Sub-Advisor will bear that portion of the
fee waiver or expense reimbursement
30
<PAGE> 35
which bears the same relation to such fee waiver or expense reimbursement as the
fee payable by the Fund to the Sub-Advisor during such year bears to the total
of (i) the annual fee payable by the Fund to the Sub-Advisor plus (ii) the
annual fee payable by the Fund to the Advisor, in each case without giving
effect to the fee waiver or expense reimbursement.
8. EXPENSES
The Sub-Advisor will bear all expenses in connection with the performance
of its services under this Agreement. The Fund will bear certain other expenses
to be incurred in its operation, including: taxes, interest, brokerage fees and
commissions, if any, fees of Directors of the Company who are not officers,
directors, or employees of the Advisor or any Sub-Advisor; Securities and
Exchange Commission fees and state blue sky qualification fees; charges of
custodians and transfer and dividend disbursing agents; the Fund's proportionate
share of insurance premiums; outside auditing and legal expenses; costs of
maintenance of the Fund's existence; costs attributable to investor services,
including, without limitation, telephone and personal expenses; charges of an
independent pricing service; costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing shareholders; costs of shareholders' reports and
meetings of the shareholders of the Fund and of the officers or Board of
Directors of the Company; and any extraordinary expenses.
9. SERVICES TO OTHER COMPANIES OR ACCOUNTS
The investment advisory services of the Sub-Advisor to the Fund under this
Agreement are not to be deemed exclusive, and the Sub-Advisor, or any affiliate
thereof, shall be free to render similar services to other investment companies
and other clients (whether or not their investment objectives and policies are
similar to those of the Fund) and to engage in the activities, so long as its
services hereunder are not impaired thereby.
10. DURATION AND TERMINATION
This Agreement shall become effective on the date first above written and
shall continue in effect, unless sooner terminated as provided herein, for two
years from such date and shall continue from year to year thereafter, provided
each continuance is specifically approved at least annually by (i) the vote of a
majority of the Board of Directors of the Company or (ii) a vote of a "majority"
(as defined in the 1940 Act) of the Fund's outstanding voting securities,
provided that in either event the continuance is also approved by a majority of
the Board of Directors who
31
<PAGE> 36
are not "interested persons" (as defined in the 1940 Act) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval. This Agreement is terminable, without penalty and without
prejudice to securities transactions on behalf of the Fund in process at the
time of termination, (a) on sixty (60) days' written notice by the Board of
Directors of the Company or by vote of holders of a "majority" (as defined in
the 1940 Act) of the Fund's shares, (b) on 90 days' written notice by the
Advisor or (c) on ninety (90) days' written notice by the Sub-Advisor. This
Agreement will be terminated automatically in the event of its "assignment" (as
defined in the 1940 Act).
All transactions already initiated hereunder at the time of termination
shall be completed in accordance with the Sub-Advisor's usual practice.
On termination, the Sub-Advisor shall be entitled to charge the Advisor no
additional fee save for:
a) a proportion of the fee, corresponding to that part of the period
by reference to which any periodic fees are payable, which has expired at
the date of termination;
b) any additional expenses which the Sub-Advisor necessarily incurs in
terminating this Agreement.
11. AMENDMENT
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective with respect to
the Fund until approved by an affirmative vote of (i) a majority of the
outstanding voting securities of the Fund, and (ii) a majority of the Directors
of the Company, including a majority of Directors who are not interested persons
of any party to this Agreement, cast in person at a meeting called for the
purpose of voting on such approval, if such approval is required by applicable
law.
12. NAMES
It is understood that the name "Framlington Overseas Investment Management
Limited" or any derivative thereof or logo associated with that name is the
valuable property of the Sub-Advisor and its affiliates, and that the Fund has
the right to use such name (or derivative thereof or associated logo) only so
long as this Agreement shall continue with respect to that Fund. Upon
termination of this Agreement, the Fund shall forthwith cease to use such name
(or derivative thereof or associated logo). To the extent used in the United
States, it is understood that the name
32
<PAGE> 37
"Munder International NetNet Fund" or any derivative thereof or logo associated
with that name is the valuable property of the Company and the Sub-Advisor shall
have the right to use such name (or derivative thereof or associated logo)
anywhere in the world for so long as this Agreement shall continue. For the
avoidance of doubt, after termination of this Agreement, the Sub-Advisor shall
not use any derivative or logo of Munder International NetNet Fund which
includes the name Munder and/or Munder International and/or NetNet, except as is
currently in use.
13. MISCELLANEOUS
(a) The provisions set forth on Appendix B with respect to the Sub-Advisor
are incorporated herein by reference and considered part of this Agreement. This
Agreement constitutes the full and complete agreement of the parties hereto with
respect to the subject matter hereof.
(b) Titles or captions of sections contained in this Agreement are inserted
only as a matter of convenience and for reference, and in no way define, limit,
extend or describe the scope of this Agreement or the intent of any provisions
thereof.
(c) This Agreement may be executed in several counterparts, all of which
together shall for all purposes constitute one Agreement, binding on all the
parties.
(d) This Agreement and the rights and obligations of the parties hereunder
shall be governed by, and interpreted, construed and enforced in accordance with
the laws of the State of Michigan.
(e) If any provisions of this Agreement or the application thereof to any
party or circumstances shall be determined by any court of competent
jurisdiction to be invalid or unenforceable to any extent, the remainder of this
Agreement or the application of such provision to such person or circumstance,
other than these as to which it is so determined to be invalid or unenforceable,
shall not be affected thereby, and each provision hereof shall be valid and
shall be enforced to the fullest extent permitted by law.
(f) Notices of any kind to be given to the Sub-Advisor by the Advisor shall
be in writing and shall be duly given if mailed or delivered to the Sub-Advisor
at 155 Bishopsgate, London EC2M 3XJ, England, or at such other address or to
such individual as shall be specified by the Sub-Advisor to the Advisor. Notices
of any kind to be given to the Advisor by the Sub-Advisor shall be in writing
and shall be duly given if mailed or delivered to 480 Pierce Street, Birmingham,
Michigan 48009, or at such the address or to such individual as shall be
specified by the Company to the Sub-Advisor.
33
<PAGE> 38
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
THE MUNDER FUNDS, INC.
By:
--------------------------------------
MUNDER CAPITAL
MANAGEMENT
By:
--------------------------------------
FRAMLINGTON OVERSEAS INVESTMENT
MANAGEMENT LIMITED
By:
--------------------------------------
34
<PAGE> 39
APPENDIX A TO SUB-ADVISORY AGREEMENT
<TABLE>
<CAPTION>
ANNUAL FEES (AS A PERCENTAGE OF
FUND AVERAGE DAILY NET ASSETS)
---- -------------------------------
<S> <C>
Munder International NetNet Fund...... 0.625%
</TABLE>
35
<PAGE> 40
APPENDIX B TO SUB-ADVISORY AGREEMENT
ADDITIONAL IMRO PROVISIONS
The provisions set forth herein are subject to the limitations of the 1940
Act, the Advisers Act and the Fund's Prospectus and Statement of Additional
Information. In the extent of a conflict of terms or provisions between this
Appendix B and the Agreement, the Agreement shall govern.
1. Framlington Overseas Investment Management Limited (the "Sub-Advisor") is
regulated in the conduct of its investment business in the United Kingdom by the
Investment Management Regulatory Organization ("IMRO").
2. SERVICES
The Sub-Advisor will provide discretionary investment management services
for Munder Capital Management (the "Advisor"). Further details of the services
to be provided are set out in the Investment Sub-Advisory Agreement (the
"Agreement") to which this Appendix B is incorporated by reference. Such
services are to be provided on the basis that the Advisor falls within the
category of non-private investor.
3. FEES
Details of the Sub-Advisory fees are set out in Paragraph 7 of the
Agreement. Any remuneration received by the Sub-Advisor hereunder shall
supplement any other remuneration receivable by the Sub-Advisor in connection
with transactions effected by the Sub-Advisor with or for the Advisor under this
or any other agreement with the Advisor.
4. TERMINATION
The provisions in respect of termination of the Agreement are set out in
Paragraph 10 of the Agreement. Termination of the Agreement by either party
shall be without prejudice to the completion of any transaction already
initiated which shall be completed in accordance with market practice.
5. THE PORTFOLIO
The investment objectives and any restrictions on the types of investments
and markets in which transactions may be affected are prescribed in applicable
laws (see Paragraph 2 of the Agreement) and are set-out in the Fund's Prospectus
and the Statement of Additional Information or as
36
<PAGE> 41
notified to and accepted by the Sub-Advisor in accordance with the terms of the
Agreement.
6. Subject to the 1940 Act, the Investment Adviser's Act, the Prospectus and
the Statement of Additional Information, the Sub-Advisor shall be entitled
without prior reference to the Advisor to effect on behalf of the Advisor
transactions:
a) in investments the price of which may be being stabilized;
b) in units in Collective Investment Schemes which are not Regulated
Collective Investment Schemes and which are not regulated in accordance
with the 1940 Act and other applicable laws; and
c) where the Sub-Advisor may act as a principal or as agent between
another client or any Associate of the Sub-Advisor and the Advisor provided
that the terms of the transaction are at least as good as those generally
available elsewhere.
7. The Sub-Advisor may commit the Advisor to supplement the Fund either by
borrowing or by committing the Advisor to a contract the performance of which
may require the Advisor to supplement the Fund but such borrowing may only take
place in accordance with the 1940 Act.
With respect to the above, borrowing shall only be effected on a short-
term basis ancillary to the proper management of the Fund pending settlement of
other transactions or to protect against currency fluctuations and in any event
will be in accordance with relevant regulations and the guidelines set out in
the Prospectus and the Statement of Additional Information.
8. Subject to the 1940 Act, the Advisers Act, the Prospectus and the Statement
of Additional Information, the Sub-Advisor may effect without prior reference to
the Advisor transactions involving an obligation to underwrite any issue or
offer for sale of investments by or through parties unrelated to the Sub-Advisor
(and there are no restrictions on the categories of securities which may be so
underwritten) provided that such underwriting shall be limited to 25% of the
value of any Fund.
9. VALUATION, REPORTS AND RECORDS
The Sub-Advisor shall send to the Advisor, at least once every calendar
quarter, a statement of the contents and valuation of the Funds, the
transactions entered into during such period and other information required by
the IMRO Rules to be contained in such statement. Such
37
<PAGE> 42
statement may contain a measure of performance of the Funds by reference to the
appropriate indices.
The Sub-Advisor shall forward contract notes to the administrator of the
Funds, State Street Bank and Company, as soon as possible after the transaction
at the address set out in the Prospectus or to such other address as the Advisor
may provide to the Sub-Advisor for that purpose.
10. COMPLAINTS
The Sub-Advisor has in operation, and ensures compliance with, a written
procedure for the effective consideration and proper handling of any complaints
the Advisor may have. The Advisor also has the right to make a complaint direct
to the Investment Ombudsman, at 6 Fredericks Place, London EC2R 8BT.
Such procedure ensures that (unless a complaint can be settled instantly
and directly by the representative or employee of the Sub-Advisor responsible
for the matters involved in the complaint and does not involve sums which are
material in relation to the financial circumstances of the complainant) the
complaint is considered by an officer or employee of appropriate seniority who
was not himself concerned in the matter or (where this is not possible) by a
person of appropriate standing who is not an officer or employee of the
Sub-Advisor.
11. COMPENSATION
In the event that the Sub-Advisor is unable to meet any liabilities to the
Advisor, the Advisor can apply to the Sub-Advisor or to IMRO for a statement
describing the rights to compensation.
12. HEDGING
Where a liability in one currency is to be matched by an asset in a
different currency or where all or part of the investments are denominated in a
currency other than sterling, a movement of exchange rates may have a separate
effect, unfavorable as well as favorable, on the gain or loss otherwise
experienced on the investment.
13. INVESTMENTS NOT READILY REALISABLE
In relation to any Investments Not Readily Realisable in which the Funds
may be invested, the Advisor is advised that these are not readily realisable,
that there can not be any certainty that market makers will be prepared to deal
in them and that proper information for determining their current value may not
be available. The Sub-Advisor will notify the
38
<PAGE> 43
Advisor of any transaction in an Investment Not Readily Realisable in the six
monthly statements, or as requested by the Advisor.
"Investment Not Readily Realisable" has the meaning assigned to it by the
IMRO Rules and includes, inter alia, investments (which are not life policies or
units in Regulated Collective Investment Schemes) which are not traded on or
under the rules of a recognized investment exchange and investments which are so
traded, but not with sufficient frequency or regularity for a reliable quoted
price for such transactions to be available.
14. MARGINED TRANSACTIONS, OPTIONS, FUTURES AND CONTRACTS FOR
DIFFERENCES
The Sub-Advisor shall be entitled without prior reference to, or the
written consent of, the Advisor, to effect transactions in Margined
Transactions, Options, Futures and Contracts for Differences. The Advisor is
warned that the markets can be highly volatile and that such investments may
carry a high risk of loss. The Sub-Advisor will only carry out such transactions
in accordance with the Agreement, and the provisions of the Prospectus, the
Statement of Additional Information, and applicable laws and regulations.
"Margined Transactions" has the meaning assigned to it by the IMRO Rules
and includes, inter alia, a transaction relating to a Future, an Option or a
Contract for Differences under the terms of which the Advisor may be liable to
make deposits in cash or collateral to secure performance of obligations which
he may have to perform when the transaction fails to be completed or upon the
earlier closing out of his position.
15. WARRANTS
Warrants often involve a high degree of gearing so that a relatively small
movement in the price of the security to which the warrant relates may result in
a disproportionately large movement, unfavourable as well as favourable, in the
price of the warrant.
39
<PAGE> 44
APPENDIX C
Set forth below for each Fund are the names, addresses and number and
percentage of shares owned by those persons identified on the Fund's records as
owning more than 5% of the outstanding shares of any class of the Fund's shares
as of September 30, 2000.
MUNDER FRAMLINGTON GLOBAL FINANCIAL SERVICES FUND
<TABLE>
<CAPTION>
SHAREHOLDER CLASS SHARES PERCENT
----------- ----- ------ -------
<S> <C> <C> <C>
Munder Fund of Funds................... Y 451,137.1 94.6
480 Pierce Street
Birmingham, MI 48009
MLPF&S FBO............................. A 20,115.8 15.7
The Sole Benefit of Its Customers
Attn: Fund Administration 97XXX
4800 Deer Lake Drive E, 2nd Floor
Jacksonville, FL 32246
J.J.B. Hilliard, W.L. Lyons Inc. ...... A 16,725.4 13.0
Carl S. Bates
A/C 1380-6150
501 S 4th Street
Louisville, KY 40202
J.J.B. Hilliard, W.L. Lyons Inc. ...... A 12,451.0 9.7
Madge L. Bates
A/C 1382-0702
501 S 4th Street
Louisville, KY 40202
MLPF&S FBO............................. B 16,950.1 26.2
The Sole Benefit of Its Customers
Attn: Fund Administration 97XXX
4800 Deer Lake Drive E, 2nd Floor
Jacksonville, FL 32246
MLPF&S FBO............................. II 10,088.5 24.0
The Sole Benefit of Its Customers
Attn: Fund Administration 97XXX
4800 Deer Lake Drive E, 2nd Floor
Jacksonville, FL 32246
Prudential Securities Inc. FBO......... II 2183.3 5.2
Ms. Mary S. Kaplan
IRA Dtd 3/17/00
21 E 90th Street
New York, NY 10128
</TABLE>
40
<PAGE> 45
<TABLE>
<CAPTION>
SHAREHOLDER CLASS SHARES PERCENT
----------- ----- ------ -------
<S> <C> <C> <C>
LeggMason Wood Walker Inc. ............ II 2,181.1 5.2
330-00296-12
P.O. Box 1476
Baltimore, MD 21202
LeggMason Wood Walker Inc. ............ II 2,169.8 5.2
330-70723-18
P.O. Box 1476
Baltimore, MD 21202
LeggMason Wood Walker Inc. ............ II 2,169.8 5.2
330-01589-16
P.O. Box 1476
Baltimore, MD 21202
Painewebber For the Benefit of Stubbs &
Sons, Inc. .......................... II 2,166.3 5.1
Defined Benefit Plan/Mutual Funds
P.O. Box 456
Altoon, IA 50009
</TABLE>
MUNDER INTERNATIONAL NETNET FUND
<TABLE>
<CAPTION>
SHAREHOLDER CLASS SHARES PERCENT
----------- ----- ------ -------
<S> <C> <C> <C>
Calhoun & Co. ....................... Y 385,635.1 39.0
c/o Comerica Bank
P.O. Box 75000
Detroit, MI 48275
Munder Fund of Funds................. Y 371,076.1 37.6
480 Pierce Street
Birmingham, MI 48009
Calhoun & Co. ....................... K 1,769,341.0 99.9
c/o Comerica Bank
P.O. Box 75000
Detroit, MI 48275
MLPF&S FBO........................... A 1,185,850.2 5.1
The Sole Benefit of Its Customers
Attn: Fund Administration 97XXX
4800 Deer Lake Drive E, 2nd Floor
Jacksonville, FL 32246
</TABLE>
41
<PAGE> 46
<TABLE>
<CAPTION>
SHAREHOLDER CLASS SHARES PERCENT
----------- ----- ------ -------
<S> <C> <C> <C>
MLPF&S FBO........................... B 2,976,686.2 15.6
The Sole Benefit of Its Customers
Attn: Fund Administration 97XXX
4800 Deer Lake Drive E, 2nd Floor
Jacksonville, FL 32246
MLPF&S FBO........................... II 1,151,689.0 13.7
The Sole Benefit of Its Customers
Attn: Fund Administration 97XXX
4800 Deer Lake Drive E, 2nd Floor
Jacksonville, FL 32246
</TABLE>
MUNDER FRAMLINGTON INTERNATIONAL GROWTH FUND
<TABLE>
<CAPTION>
SHAREHOLDER CLASS SHARES PERCENT
----------- ----- ------ -------
<S> <C> <C> <C>
Calhoun & Co. ....................... Y 4,129,147.0 79.0
c/o Comerica Bank
P.O. Box 75000
Detroit, MI 48275
Munder Fund of Funds................. Y 416,771.8 8.0
480 Pierce Street
Birmingham, MI 48009
Calhoun & Co. ....................... K 204,992.7 8.0
c/o Comerica Bank
P.O. Box 75000
Detroit, MI 48275
Bear Stearns Securities Corp. ....... A 68,641.8 14.6
FBO 103-01432-24
1 Metrotech Center North
Brooklyn, NY 11201
Bear Stearns Securities Corp. ....... A 63,869.6 13.6
FBO 103-01459-22
1 Metrotech Center North
Brooklyn, NY 11201
Fiserv Securities Corp. ............. A 56,730.6 12.1
FAO 46401495
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
</TABLE>
42
<PAGE> 47
<TABLE>
<CAPTION>
SHAREHOLDER CLASS SHARES PERCENT
----------- ----- ------ -------
<S> <C> <C> <C>
Fiserv Securities Corp. ............. A 56,384.1 12.0
FAO 46404111
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Bear Stearns Securities Corp. ....... A 37,696.2 8.0
FBO 103-01444-20
1 Metrotech Center North
Brooklyn, NY 11201
Bear Stearns Securities Corp. ....... A 37,037.0 7.9
FBO 103-01369-21
1 Metrotech Center North
Brooklyn, NY 11201
Bear Stearns Securities Corp. ....... A 32,314.1 6.9
FBO 103-01836-26
1 Metrotech Center North
Brooklyn, NY 11201
MLPF&S FBO........................... B 31,240.5 27.0
The Sole Benefit of Its Customers
Attn: Fund Administration 97XXX
4800 Deer Lake Drive E, 2nd Floor
Jacksonville, FL 32246
Painewebber For The Benefit of....... C 18,345.3 18.2
M. Michael Moscone TTEE
M. Michael Moscone Rev
Pledge Collateral Account
382 Cranbrook Ct.
Bloomfield Hills, MI 48304
Painewebber For The Benefit of....... C 10,657.9 10.6
Ambrose Hamm TTEE
U/A/D 3/26/1982
FBO Keilley A. Hamm Trust
P.O. Box 955
Branchville, NJ 07826
Painewebber For The Benefit of....... C 10,657.9 10.6
Ambrose Hamm TTEE
U/A/D 3/26/1982
FBO Keith Hamm, Sr. Trust
P.O. Box 955
Branchville, NJ 07826
</TABLE>
43
<PAGE> 48
<TABLE>
<CAPTION>
SHAREHOLDER CLASS SHARES PERCENT
----------- ----- ------ -------
<S> <C> <C> <C>
MLPF&S FBO........................... C 9,121.2 9.0
The Sole Benefit of Its Customers
Attn: Fund Administration 97XXX
4800 Deer Lake Drive E, 2nd Floor
Jacksonville, FL 32246
</TABLE>
MUNDER FRAMLINGTON EMERGING MARKETS FUND
<TABLE>
<CAPTION>
SHAREHOLDER CLASS SHARES PERCENT
----------- ----- ------ -------
<S> <C> <C> <C>
Calhoun & Co......................... Y 1,216,285.1 68.1
c/o Comerica Bank
P.O. Box 75000
Detroit, MI 48275
Munder Fund of Funds................. Y 419749.7 23.5
480 Pierce Street
Birmingham, MI 48009
Calhoun & Co......................... K 3,426,075.1 99.9
c/o Comerica Bank
P.O. Box 75000
Detroit, MI 48275
Fiserv Securities Corp............... A 64,788.0 17.6
FAO 46401594
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Bear Stearns Securities Corp......... A 53,621.7 14.5
FBO 103-01444-20
1 Metrotech Center North
Brooklyn, NY 11201
MLPF&S FBO........................... A 37,251.9 10.1
The Sole Benefit of Its Customers
Attn: Fund Administration 97XXX
4800 Deer Lake Drive E, 2nd Floor
Jacksonville, FL 32246
Bear Stearns Securities Corp......... A 32,222.9 8.7
FBO 220-58289-28
1 Metrotech Center North
Brooklyn, NY 11201
</TABLE>
44
<PAGE> 49
<TABLE>
<CAPTION>
SHAREHOLDER CLASS SHARES PERCENT
----------- ----- ------ -------
<S> <C> <C> <C>
Charles Schwab & Co. Inc............. A 23,122.3 6.3
Special Custody Act For The
Benefit of Customers
101 Montgomery Street
San Francisco, CA 94104
MLPF&S FBO........................... B 70,796.2 32.6
The Sole Benefit of Its Customers
Attn: Fund Administration 97XXX
4800 Deer Lake Drive E, 2nd Floor
Jacksonville, FL 32246
MLPF&S FBO........................... C 11,073.2 20.8
The Sole Benefit of ITS Customers
Attn: Fund Administration 97XXX
4800 Deer Lake Drive E, 2nd Floor
Jacksonville, FL 32246
State Street Bank & Trust Cust....... C 3,440.4 6.5
FBO Thomas F. Casey
R/O IRA
19 W. Emerson Street
Melrose, MA 02176
Donaldson Lufkin Jenrette............ C 3,251.0 6.1
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303
First Clearing Corporation........... C 3,097.9 5.8
A/C 5568-4871
Dr. Philip L. Miller and
Susan G. Miller
12 Cleveland Dr
Poughkeepsie, NY 12601
</TABLE>
MUNDER FRAMLINGTON HEALTHCARE FUND
<TABLE>
<CAPTION>
SHAREHOLDER CLASS SHARES PERCENT
----------- ----- ------ -------
<S> <C> <C> <C>
Calhoun & Co......................... Y 299,722.6 56.6
c/o Comerica Bank
P.O. Box 75000
Detroit MI 48275
Munder Fund of Funds................. Y 133,330.5 25.2
480 Pierce Street
Birmingham MI 48009
</TABLE>
45
<PAGE> 50
<TABLE>
<CAPTION>
SHAREHOLDER CLASS SHARES PERCENT
----------- ----- ------ -------
<S> <C> <C> <C>
MLPF&S FBO........................... Y 34,421.0 6.5
The Sole Benefit of It's Customers
Attn Fund Administration 97XXX
4800 Deer Lake Drive E, 2nd Floor
Jacksonville FL 32246
Calhoun & Co......................... K 16,663.1 69.5
c/o Comerica Bank
P.O. Box 75000
Detroit MI 48275
Sema and Co.......................... K 2,200.0 9.2
93002521
12 E 49 St, 41st Fl
New York, NY 10017
MLPF&S FBO........................... A 1,392,131.4 21.2
The Sole Benefit of It's Customers
Attn Fund Administration 97XXX
4800 Deer Lake Drive E, 2nd Floor
Jacksonville FL 32246
MLPF&S FBO........................... B 2,275,160.7 30.2
The Sole Benefit of It's Customers
Attn Fund Administration 97XX
Jacksonville FL 32246
MLPF&S FBO........................... C 1,405,333.4 29.4
The Sole Benefit of It's Customers
Attn Fund Administration 97XXX
4800 Deer Lake Drive E, 2nd Floor
Jacksonville FL 32246
</TABLE>
46
<PAGE> 51
APPENDIX D
The annual sub-advisory fees for the Funds, expressed as percentages of the
value of the average daily net assets of the Fund, are as follows:
<TABLE>
<CAPTION>
FUND RATE
---- ----
<S> <C>
Munder Framlington Emerging
Markets Fund............. 0.625%
Munder Framlington Global
Financial Services
Fund..................... 0.375%
Munder Framlington
Healthcare Fund.......... 0.50% of net assets up to $250
million; plus 0.375% of net
assets of $250 million or more
Munder Framlington
International Growth
Fund..................... 0.50% of net assets up to $250
million; plus 0.375% of net
assets of $250 million or more
Munder International NetNet
Fund..................... 0.625%
</TABLE>
47
<PAGE> 52
MUNDER FRAMLINGTON EMERGING MARKETS FUND
THIS PROXY CARD IS VALID ONLY WHEN SIGNED
SPECIAL MEETING OF SHAREHOLDERS
- December 20, 2000 -
The undersigned hereby appoints James C. Robinson, Stephen J. Shenkenberg and
Libby E. Wilson, and each of them, the proxies ("Proxies") of the undersigned,
with the power of substitution to each of them, to vote all shares of the
above-referenced Fund which the undersigned is entitled to vote at the Special
Meeting of Shareholders to be held at the offices of Munder Capital Management,
480 Pierce Street, Birmingham, MI 48009, on December 20, 2000 at 2:00 p.m.,
Eastern time ("Meeting"), and at any adjournments thereof, in the manner
directed below with respect to the matters referred to in the Proxy Statement
for the Meeting, receipt of which is hereby acknowledged, and in the Proxies'
discretion, upon such other matters as may properly come before the Meeting or
any adjournments thereof.
PLEASE VOTE, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
NO POSTAGE IS REQUIRED.
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR HEREON. WHEN THE ACCOUNT IS IN
THE NAME OF JOINT TENANTS, ALL SHOULD SIGN. WHEN SIGNING AS AN ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS
SUCH.
-------------------------------------- -------------------
Signature Date
-------------------------------------- -------------------
Signature (if held jointly) Date
------------------------
NOTE: If you own shares in more than one Fund please complete a
separate proxy for each Fund.
<PAGE> 53
VOTE TODAY BY MAIL, TOUCH-TONE PHONE OR THE INTERNET. CALL TOLL FREE
1-800-597-7836 OR LOG ON TO https://vote.proxy-direct.com. SEE THE ENCLOSED
INSERT FOR FURTHER INSTRUCTIONS.
The proxy is solicited on behalf of the Board of Trustees of the Munder
Framlington Funds Trust. The Board of Trustees recommends a vote FOR the
Proposals.
All properly executed proxies will be voted as directed. If no instructions are
indicated on a properly executed proxy, the proxy will be voted FOR the
Proposals.
To vote, mark blocks below in blue or black ink.
VOTE ON PROPOSALS
MUNDER FRAMLINGTON EMERGING MARKETS FUND SHAREHOLDERS ONLY: Approval
of the new Sub-Advisory Agreement among the Munder Framlington Funds
Trust, on behalf of the Munder Framlington Emerging Markets Fund;
Munder Capital Management; and Framlington Overseas Investment
Management Limited.
/ / FOR / / AGAINST / / ABSTAIN
MUNDER FRAMLINGTON EMERGING MARKETS FUND SHAREHOLDERS ONLY: Approval
for the Proxies to transact such other business as may properly come
before the Meeting or any adjournments thereof.
/ / FOR / / AGAINST / / ABSTAIN
<PAGE> 54
MUNDER FRAMLINGTON GLOBAL FINANCIAL SERVICES FUND
THIS PROXY CARD IS VALID ONLY WHEN SIGNED
SPECIAL MEETING OF SHAREHOLDERS
- December 20, 2000 -
The undersigned hereby appoints James C. Robinson, Stephen J. Shenkenberg and
Libby E. Wilson, and each of them, the proxies ("Proxies") of the undersigned,
with the power of substitution to each of them, to vote all shares of the
above-referenced Fund which the undersigned is entitled to vote at the Special
Meeting of Shareholders to be held at the offices of Munder Capital Management,
480 Pierce Street, Birmingham, MI 48009, on December 20, 2000 at 2:00 p.m.,
Eastern time ("Meeting"), and at any adjournments thereof, in the manner
directed below with respect to the matters referred to in the Proxy Statement
for the Meeting, receipt of which is hereby acknowledged, and in the Proxies'
discretion, upon such other matters as may properly come before the Meeting or
any adjournments thereof.
PLEASE VOTE, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
NO POSTAGE IS REQUIRED.
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR HEREON. WHEN THE ACCOUNT IS IN
THE NAME OF JOINT TENANTS, ALL SHOULD SIGN. WHEN SIGNING AS AN ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS
SUCH.
-------------------------------------- -------------------
Signature Date
-------------------------------------- -------------------
Signature (if held jointly) Date
------------------------
NOTE: If you own shares in more than one Fund please complete a separate
proxy for each Fund.
<PAGE> 55
VOTE TODAY BY MAIL, TOUCH-TONE PHONE OR THE INTERNET. CALL TOLL FREE
1-800-597-7836 OR LOG ON TO https://vote.proxy-direct.com. SEE THE ENCLOSED
INSERT FOR FURTHER INSTRUCTIONS.
The proxy is solicited on behalf of the Board of Trustees of the Munder
Framlington Funds Trust. The Board of Trustees recommends a vote FOR the
Proposals.
All properly executed proxies will be voted as directed. If no instructions are
indicated on a properly executed proxy, the proxy will be voted FOR the
Proposals.
To vote, mark blocks below in blue or black ink.
VOTE ON PROPOSALS
MUNDER FRAMLINGTON GLOBAL FINANCIAL SERVICES FUND SHAREHOLDERS ONLY:
Approval of the new Sub-Advisory Agreement among the Munder
Framlington Funds Trust, on behalf of the Munder Framlington Global
Financial Services Fund; Munder Capital Management; and Framlington
Overseas Investment Management Limited.
/ / FOR / / AGAINST / / ABSTAIN
MUNDER FRAMLINGTON GLOBAL FINANCIAL SERVICES FUND SHAREHOLDERS ONLY:
Approval for the Proxies to transact such other business as may
properly come before the Meeting or any adjournments thereof.
/ / FOR / / AGAINST / / ABSTAIN
<PAGE> 56
MUNDER FRAMLINGTON HEALTHCARE FUND
THIS PROXY CARD IS VALID ONLY WHEN SIGNED
SPECIAL MEETING OF SHAREHOLDERS
- December 20, 2000 -
The undersigned hereby appoints James C. Robinson, Stephen J. Shenkenberg and
Libby E. Wilson, and each of them, the proxies ("Proxies") of the undersigned,
with the power of substitution to each of them, to vote all shares of the
above-referenced Fund which the undersigned is entitled to vote at the Special
Meeting of Shareholders to be held at the offices of Munder Capital Management,
480 Pierce Street, Birmingham, MI 48009, on December 20, 2000 at 2:00 p.m.,
Eastern time ("Meeting"), and at any adjournments thereof, in the manner
directed below with respect to the matters referred to in the Proxy Statement
for the Meeting, receipt of which is hereby acknowledged, and in the Proxies'
discretion, upon such other matters as may properly come before the Meeting or
any adjournments thereof.
PLEASE VOTE, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
NO POSTAGE IS REQUIRED.
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR HEREON. WHEN THE ACCOUNT IS IN
THE NAME OF JOINT TENANTS, ALL SHOULD SIGN. WHEN SIGNING AS AN ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS
SUCH.
-------------------------------------- -------------------
Signature Date
-------------------------------------- -------------------
Signature (if held jointly) Date
------------------------
NOTE: If you own shares in more than one Fund please complete a
separate proxy for each Fund.
<PAGE> 57
VOTE TODAY BY MAIL, TOUCH-TONE PHONE OR THE INTERNET. CALL TOLL FREE
1-800-597-7836 OR LOG ON TO https://vote.proxy-direct.com. SEE THE ENCLOSED
INSERT FOR FURTHER INSTRUCTIONS.
The proxy is solicited on behalf of the Board of Trustees of the Munder
Framlington Funds Trust. The Board of Trustees recommends a vote FOR the
Proposals.
All properly executed proxies will be voted as directed. If no instructions are
indicated on a properly executed proxy, the proxy will be voted FOR the
Proposals.
To vote, mark blocks below in blue or black ink.
VOTE ON PROPOSALS
MUNDER FRAMLINGTON HEALTHCARE FUND SHAREHOLDERS ONLY: Approval of the
new Sub-Advisory Agreement among the Munder Framlington Funds Trust,
on behalf of the Munder Framlington Healthcare Fund; Munder Capital
Management; and Framlington Overseas Investment Management Limited.
/ / FOR / / AGAINST / / ABSTAIN
MUNDER FRAMLINGTON HEALTHCARE FUND SHAREHOLDERS ONLY: Approval for the
Proxies to transact such other business as may properly come before
the Meeting or any adjournments thereof.
/ / FOR / / AGAINST / / ABSTAIN
<PAGE> 58
MUNDER FRAMLINGTON INTERNATIONAL GROWTH FUND
THIS PROXY CARD IS VALID ONLY WHEN SIGNED
SPECIAL MEETING OF SHAREHOLDERS
- December 20, 2000 -
The undersigned hereby appoints James C. Robinson, Stephen J. Shenkenberg and
Libby E. Wilson, and each of them, the proxies ("Proxies") of the undersigned,
with the power of substitution to each of them, to vote all shares of the
above-referenced Fund which the undersigned is entitled to vote at the Special
Meeting of Shareholders to be held at the offices of Munder Capital Management,
480 Pierce Street, Birmingham, MI 48009, on December 20, 2000 at 2:00 p.m.,
Eastern time ("Meeting"), and at any adjournments thereof, in the manner
directed below with respect to the matters referred to in the Proxy Statement
for the Meeting, receipt of which is hereby acknowledged, and in the Proxies'
discretion, upon such other matters as may properly come before the Meeting or
any adjournments thereof.
PLEASE VOTE, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED.
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR HEREON. WHEN THE ACCOUNT IS IN
THE NAME OF JOINT TENANTS, ALL SHOULD SIGN. WHEN SIGNING AS AN ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS
SUCH.
-------------------------------------- -------------------
Signature Date
-------------------------------------- -------------------
Signature (if held jointly) Date
------------------------
NOTE: If you own shares in more than one Fund please complete a
separate proxy for each Fund.
<PAGE> 59
VOTE TODAY BY MAIL, TOUCH-TONE PHONE OR THE INTERNET. CALL TOLL FREE
1-800-597-7836 OR LOG ON TO https://vote.proxy-direct.com. SEE THE ENCLOSED
INSERT FOR FURTHER INSTRUCTIONS.
The proxy is solicited on behalf of the Board of Trustees of the Munder
Framlington Funds Trust. The Board of Trustees recommends a vote FOR the
Proposals.
All properly executed proxies will be voted as directed. If no instructions are
indicated on a properly executed proxy, the proxy will be voted FOR the
Proposals.
To vote, mark blocks below in blue or black ink.
VOTE ON PROPOSALS
MUNDER FRAMLINGTON INTERNATIONAL GROWTH FUND SHAREHOLDERS ONLY:
Approval of the new Sub-Advisory Agreement among the Munder
Framlington Funds Trust, on behalf of the Munder Framlington
International Growth Fund; Munder Capital Management; and Framlington
Overseas Investment Management Limited.
/ / FOR / / AGAINST / / ABSTAIN
MUNDER FRAMLINGTON INTERNATIONAL GROWTH FUND SHAREHOLDERS ONLY:
Approval for the Proxies to transact such other business as may
properly come before the Meeting or any adjournments thereof.
/ / FOR / / AGAINST / / ABSTAIN
<PAGE> 60
MUNDER INTERNATIONAL NETNET FUND
THIS PROXY CARD IS VALID ONLY WHEN SIGNED
SPECIAL MEETING OF SHAREHOLDERS
- December 20, 2000 -
The undersigned hereby appoints James C. Robinson, Stephen J. Shenkenberg and
Libby E. Wilson, and each of them, the proxies ("Proxies") of the undersigned,
with the power of substitution to each of them, to vote all shares of the
above-referenced Fund which the undersigned is entitled to vote at the Special
Meeting of Shareholders to be held at the offices of Munder Capital Management,
480 Pierce Street, Birmingham, MI 48009, on December 20, 2000 at 2:00 p.m.,
Eastern time ("Meeting"), and at any adjournments thereof, in the manner
directed below with respect to the matters referred to in the Proxy Statement
for the Meeting, receipt of which is hereby acknowledged, and in the Proxies'
discretion, upon such other matters as may properly come before the Meeting or
any adjournments thereof.
PLEASE VOTE, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED.
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR HEREON. WHEN THE ACCOUNT IS IN
THE NAME OF JOINT TENANTS, ALL SHOULD SIGN. WHEN SIGNING AS AN ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS
SUCH.
-------------------------------------- --------------------
Signature Date
-------------------------------------- --------------------
Signature (if held jointly) Date
------------------------
NOTE: If you own shares in more than one Fund please complete a
separate proxy for each Fund.
<PAGE> 61
VOTE TODAY BY MAIL, TOUCH-TONE PHONE OR THE INTERNET. CALL TOLL FREE
1-800-597-7836 OR LOG ON TO https://vote.proxy-direct.com. SEE THE ENCLOSED
INSERT FOR FURTHER INSTRUCTIONS.
The proxy is solicited on behalf of the Board of Directors of the Munder Funds,
Inc. The Board of Directors recommends a vote FOR the Proposals.
All properly executed proxies will be voted as directed. If no instructions are
indicated on a properly executed proxy, the proxy will be voted FOR the
Proposals.
To vote, mark blocks below in blue or black ink.
VOTE ON PROPOSALS
MUNDER INTERNATIONAL NETNET FUND SHAREHOLDERS ONLY: Approval of the
new Sub-Advisory Agreement among the Munder Funds, Inc., on behalf of
the Munder International Netnet Fund; Munder Capital Management; and
Framlington Overseas Investment Management Limited.
/ / FOR / / AGAINST / / ABSTAIN
MUNDER INTERNATIONAL NETNET FUND SHAREHOLDERS ONLY: Approval for the
Proxies to transact such other business as may properly come before
the Meeting or any adjournments thereof.
/ / FOR / / AGAINST / / ABSTAIN
<PAGE> 62
[INSERT TO PROXY MATERIALS]
YOUR PROXY VOTE IS IMPORTANT!
AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE OR ON THE INTERNET.
IT SAVES MONEY! Telephone and Internet voting saves postage costs.
IT SAVES TIME Telephone and Internet voting is instantaneous - 24 hours a day.
IT'S EASY! Just follow these simple steps:
1. Read your proxy statement and have it at hand.
2. Call toll-free 1-800-597-7836 OR
GO TO WEBSITE: https://vote.proxy-direct.com
3. Enter your 14 digit CONTROL NUMBER from your Proxy Card.
4. Follow the recorded or on-screen directions.
5. Do NOT mail your Proxy Card when you vote by phone or internet.
