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As filed with the Securities and Exchange Commission
on April 5, 2000
Registration Nos. 33-54748
811-7346
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933[ X ]
Pre-Effective Amendment No. ---- [ ]
Post-Effective Amendment No. 45 [ X ]
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940[ X ]
Amendment No. 45 [ X ]
(Check appropriate box or boxes)
The Munder Funds, Inc.
(Exact Name of Registrant as Specified in Charter)
480 Pierce Street, Birmingham, Michigan 48009
(Address of Principal Executive Offices) (Zip code)
Registrant's Telephone Number: (248) 647-9200
Francine S. Hayes
State Street Bank and Trust Company
2 Avenue de Lafayette
Boston, MA 02111
(Name and Address of Agent for Service)
Copies to:
Terry H. Gardner Patrick W.D. Turley, Esq.
Munder Capital Management Dechert Price & Rhoads
480 Pierce Street 1775 Eye Street, NW
Birmingham, Michigan 48009 Washington, DC 20006
[X] It is proposed that this filing will become effective immediately upon
filing pursuant to paragraph (b) of Rule 485.
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THE MUNDER FUNDS, INC.
The purpose of this Post-Effective Amendment filing is to add an exhibit to
the Company for the Munder International NetNet Fund.
The prospectuses and statements of additional information for the Munder
All-Season Aggressive Fund, Munder All-Season Conservative Fund, Munder
All-Season Moderate Fund, Munder Focus Growth Fund, Munder Future Technology
Fund, Munder Growth Opportunities Fund, Munder International Bond Fund, Munder
Micro-Cap Equity Fund, Munder Money Market Fund, Munder Multi-Season Growth
Fund, Munder NetNet Fund, Munder Real Estate Equity Investment Fund, Munder
Small-Cap Value Fund, Munder Short Term Treasury Fund and Munder Value Fund
are not included in this filing.
Part A: INFORMATION REQUIRED IN PROSPECTUS:
The Prospectuses for the Munder International NetNet Fund are incorporated
herein by reference to Post-Effective Amendment No. 44.
Part B: INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information for the Munder International NetNet
Fund is incorporated herein by reference to Post-Effective Amendment No. 44.
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PART C
OTHER INFORMATION
Item 23. Exhibits
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(a) (1) Articles of Incorporation, dated November 18, 1992, are
incorporated herein by reference to Exhibit 1(a) to Post-
Effective Amendment No. 18 to Registrant's Registration Statement
on Form N-1A filed with the Commission on August 14, 1996.
(2) Articles of Amendment, dated February 12, 1993, are incorporated
herein by reference to Exhibit 1(b) to Post-Effective Amendment
No. 18 to Registrant's Registration Statement on Form N-1A filed
with the Commission on August 14, 1996.
(3) Articles Supplementary, dated July 20, 1993, August 9, 1994,
April 26, 1995, June 27, 1995 and May 6, 1996, are incorporated
herein by reference to Exhibit 1(c) Post-Effective Amendment No.
18 to Registrant's Registration Statement on Form N-1A filed with
the Commission on August 14, 1996.
(4) Articles Supplementary, dated August 6, 1996, are incorporated
herein by reference to Exhibit 1(d) to Post-Effective Amendment
No. 20 to Registrant's Registration Statement on Form N-1A filed
with the Commission on October 28, 1996 relating to the Munder
Small-Cap Value Fund, the Munder Focus Growth Fund (formerly
Munder Equity Selection Fund), the Munder Micro-Cap Equity Fund,
and the NetNet Fund.
(5) Articles Supplementary, dated November 6, 1996, are incorporated
herein by reference to Exhibit 1(e) to Post-Effective Amendment
No. 21 to Registrant's Registration Statement on Form N-1A filed
with the Commission on December 13, 1996 relating to the Munder
Short Term Treasury Fund.
(6) Articles Supplementary, dated February 4, 1997, are incorporated
herein by reference toe Exhibit 1(f) to Post-Effective Amendment
No. 23 to Registrant's Registration Statement on Form N-1A filed
with the Commission on February 18, 1997 relating to the Munder
All-Season Conservative Fund, the Munder All-Season Moderate Fund
and the Munder All-Season Aggressive Fund.
(7) Articles Supplementary, dated March 12, 1997, are incorporated
herein by reference to Exhibit 1(i) to Post-Effective Amendment
No. 25 to Registrant's Registration Statement on Form N-1A filed
with the Commission on May 14, 1997 relating to the name changes
of the Munder All-Season Conservative Fund, the Munder All-Season
Moderate Fund and the Munder All-Season Aggressive Fund to the
Munder All-Season Maintenance Fund, the Munder All-Season
Development Fund and the Munder All-Season Accumulation Fund.
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(8) Articles Supplementary, dated May 6, 1997, are incorporated
herein by reference to Exhibit 1(h) to Post-Effective Amendment
No. 28 to Registrant's Registration Statement on Form N-1A filed
with the Commission on July 28, 1997 relating to the Munder
Financial Services Fund.
(9) Articles Supplementary, dated February 24, 1998, are incorporated
herein by reference to Exhibit 1(j) to Post-Effective Amendment
No. 32 to Registrant's Registration Statement on Form N-1A filed
with the Commission on March 20, 1998 relating to the Munder
Growth Opportunities Fund.
(10) Articles Supplementary, dated June 1, 1998, are incorporated
herein by reference to Exhibit 1(k) to Post-Effective Amendment
No. 35 to Registrant's Registration Statement on Form N-1A filed
with the Commission on August 28, 1998 relating to the Munder
Convertible Securities Fund, Munder NetNet Fund and the Munder
Short-Term Treasury Fund.
(11) Articles Supplementary, dated July 1, 1998, are incorporated
herein by reference to Exhibit 1(l) to Post-Effective Amendment
No. 35 to Registrant's Registration Statement on Form N-1A filed
with the Commission on August 28, 1998 relating to the name
changes of the Munder All-Season Maintenance Fund, the Munder
All-Season Development Fund and the Munder All-Season
Accumulation Fund to the Munder All-Season Conservative Fund, the
Munder All-Season Moderate Fund and the Munder All-Season
Aggressive Fund.
(12) Articles Supplementary, dated December 1, 1998, are incorporated
herein by reference to Exhibit (a)(12) to Post-Effective
Amendment No. 37 to Registrant's Registration Statement on Form
N-1A filed with the commission on June 11, 1999 relating to the
Munder Mid-Cap Growth Fund and Munder NetNet Fund.
(13) Articles Supplementary, dated April 16, 1999, are incorporated
herein by reference to Exhibit (a)(13) to Post-Effective
Amendment No. 37 to Registrant's Registration Statement on Form
N-1A filed with the Commission on June 11, 1999 relating to the
Munder NetNet Fund and Munder Money Market Fund.
(14) Articles Supplementary, dated August 17, 1999, relating to the
Munder Future Technology Fund are incorporated by reference to
Post-Effective Amendment No. 38 to Registrant's Registration
Statement on Form N-1A filed with the Commission on August 25,
1999.
(15) Articles Supplementary, dated November 15, 1999, relating to
Future Technology Fund are incorporated by reference to Post-
Effective Amendment No. 41 to Registrant's Registration Statement
on Form N-1A filed with the Commission on January 18, 2000.
(16) Articles Supplementary, dated March 1, 2000, with respect to
Munder International NetNet Fund and with respect to Munder Focus
Growth Fund (formerly Munder Equity Selection Fund) and Munder
Growth Opportunities Fund are incorporated by reference to Post-
Effective Amendment No. 43 to Registrant's Registration Statement
on Form N-1A filed with the Commission on March 21, 2000.
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(17) Articles Supplementary with respect to Munder Future Technology
Fund to be filed by amendment.
(b) By-Laws are incorporated by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with the
Commission on October 26, 1999.
(c) Not Applicable.
(d) (1) Investment Advisory Agreement, dated July 2, 1998, between
Registrant and Munder Capital Management with respect to the
Munder Focus Growth Fund (formerly Munder Equity Selection Fund),
Munder Financial Services Fund, Munder Micro-Cap Equity Fund,
Munder Multi-Season Growth Fund, Munder Growth Opportunities
Fund, NetNet Fund, Munder Real Estate Equity Investment Fund,
Munder Small-Cap Value Fund, Munder Value Fund, Munder
International Bond Fund, Munder Short Term Treasury Fund, Munder
Money Market Fund, Munder All-Season Conservative Fund, Munder
All-Season Moderate Fund and Munder All-Season Aggressive Fund is
incorporated herein by reference to Exhibit 5(a) to Post-
Effective Amendment No. 35 to Registrant's Registration Statement
on Form N-1A filed with the Commission on August 28, 1998.
(2) Notice, dated May 4, 1999, to Investment Advisory Agreement
between Registrant and Munder Capital Management with respect to
the Munder Future Technology Fund is are incorporated by
reference to Post-Effective Amendment No. 38 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
August 25, 1999.
(3) Notice to Investment Advisory Agreement, dated February 14, 2000,
between Registrant and Munder Capital Management with respect to
the Munder International NetNet Fund is incorporated by reference
to Post-Effective Amendment No. 43 to Registrant's Registration
Statement on Form N-1A filed with the Commission on March 21,
2000.
(4) Form of Investment Sub-Advisory Agreement between Registrant,
Munder Capital Management and Framlington Overseas Management
Investment Limited with respect to the Munder International
NetNet Fund is incorporated herein by reference to Post-Effective
Amendment No. 44 to Registrant's Registration Statement on Form
N-1A filed with the Commission on April 3, 2000.
(e) (1) Underwriting Agreement, dated January 13, 1995, between
Registrant and Funds Distributor, Inc. is incorporated herein by
reference to Exhibit 6(a) to Post-Effective Amendment No. 16 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on June 25, 1996.
(2) Notice, dated August 6, 1996, to Underwriting Agreement between
Registrant and Funds Distributor, Inc. with respect to the Munder
Value Fund is incorporated herein by reference to Exhibit 6(b) to
Post-Effective Amendment No. 16 to Registrant's Registration
Statement on Form N-1A filed with the Commission on June 25,
1996.
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(3) Notice, dated August 6, 1996, to Underwriting Agreement between
Registrant and Funds Distributor, Inc. with respect to the Munder
International Bond Fund is incorporated herein by reference to
Exhibit 6(c) to Post-Effective Amendment No. 16 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
June 25, 1996.
(4) Notice, dated August 6, 1996, to Underwriting Agreement between
Registrant and Funds Distributor, Inc. with respect to the Munder
Small-Cap Value Fund, the Munder Focus Growth Fund (formerly
Munder Equity Selection Fund), the Munder Micro-Cap Equity Fund,
and the NetNet Fund is incorporated herein by reference to
Exhibit 6(d) to Post-Effective Amendment No. 18 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
August 14, 1996.
(5) Notice, dated November 7, 1996, to Underwriting Agreement,
between Registrant and Funds Distributor, Inc. with respect to
the Munder Short Term Treasury Fund is incorporated herein by
reference to Exhibit 6(e) to Post-Effective Amendment No. 36 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on October 27, 1998.
(6) Distribution Agreement, dated February 4, 1997, between
Registrant and Funds Distributor, Inc. with respect to the Munder
All-Season Conservative Fund, the Munder All-Season Moderate Fund
and the Munder All-Season Aggressive Fund is incorporated herein
by reference to Exhibit 6(f) to Post-Effective Amendment No. 35
to Registrant's Registration Statement on Form N-1A filed with
the Commission on August 28, 1998.
(7) Distribution Agreement, dated May 6, 1997, between Registrant and
Funds Distributor, Inc. with respect to the Munder Financial
Services Fund is incorporated herein by reference to Exhibit 6(g)
to Post-Effective Amendment No. 36 to Registrant's Registration
Statement on Form N-1A filed with the Commission on October 27,
1998.
(8) Distribution Agreement, dated February 24, 1998, between
Registrant and Funds Distributor, Inc. with respect to the Munder
Growth Opportunities Fund is incorporated herein by reference to
Exhibit 6(h) to Post-Effective Amendment No. 37 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
June 11, 1999.
(9) Distribution Agreement, dated May 4, 1999, between Registrant and
Funds Distributor, Inc. with respect to the Munder Future
Technology Fund is incorporated by reference to Post-Effective
Amendment No. 38 to Registrant's Registration Statement on Form
N-1A filed with the Commission on August 25, 1999.
(10) Distribution Agreement between Registrant and Funds Distributor,
Inc. with respect to the Munder International NetNet Fund is
incorporated by reference to Post-Effective Amendment No. 43 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on March 21, 2000.
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(11) Notice, dated February 14, 2000, to the Underwriting Agreement,
between Registrant and Funds Distributor, Inc. with respect to
Munder Focus Growth Fund is incorporated by reference to Post-
Effective Amendment No. 43 to Registrant's Registration Statement
on Form N-1A filed with the Commission on March 21, 2000.
(12) Notice, dated February 14, 2000, to the Distribution Agreement,
between Registrant and Funds Distributor, Inc. with respect to
Munder Growth Opportunities Fund incorporated by reference to
Post-Effective Amendment No. 43 to Registrant's Registration
Statement on Form N-1A filed with the Commission on March 21,
2000.
(13) Notice, dated November 11, 1999, to the Distribution Agreement,
between Registrant and Funds Distributor, Inc. with respect to
Munder Future Technology Fund incorporated by reference to Post-
Effective Amendment No. 43 to Registrant's Registration Statement
on Form N-1A filed with the Commission on March 21, 2000.
(f) Not Applicable.
(g) (1) Custodian Agreement, dated May 4, 1999, between Registrant and
State Street Bank and Trust Company with respect to the Munder
All-Season Aggressive Fund, Munder All-Season Conservative Fund,
Munder All-Season Moderate Fund, Munder Growth Opportunities
Fund, Munder International Bond Fund, Munder Micro-Cap Equity
Fund, Munder Money Market Fund, Munder Multi-Season Growth Fund,
Munder NetNet Fund, Munder Real Estate Equity Investment Fund,
Munder Small-Cap Value Fund, Munder Short Term Treasury Fund and
Munder Value Fund is incorporated by reference to Post-Effective
Amendment No. 38 to Registrant's Registration Statement on Form
N-1A filed with the Commission on August 25, 1999.
(2) Notice, dated August 4, 1999, to Custodian Agreement between
Registrant and State Street Bank and Trust Company with respect
to the Munder Future Technology Fund is incorporated by reference
to Post-Effective Amendment No. 38 to Registrant's Registration
Statement on Form N-1A filed with the Commission on August 25,
1999.
(3) Form of Notice to Custodian Agreement between Registrant and
State Street Bank and Trust Company with respect to the Munder
International NetNet Fund is incorporated by reference to Post-
Effective Amendment No. 41 to Registrant's Registration Statement
on Form N-1A filed with the Commission on January 18, 2000.
(h) (1) Administration Agreement, dated October 31, 1997, between
Registrant and State Street Bank and Trust Company with respect
to the Munder All-Season Aggressive Fund, Munder All-Season
Conservative Fund, Munder All-Season Moderate Fund, Munder
International Bond Fund, Munder Micro-Cap Equity Fund, Munder
Money Market Fund, Munder Multi-Season Growth Fund, Munder Real
Estate Equity Investment Fund, Munder Small-Cap Value Fund,
Munder Short Term Treasury Fund, Munder Value Fund and NetNet
Fund is incorporated herein by reference to Exhibit 9(n) to Post-
Effective Amendment No. 32 to Registrant's
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Registration Statement on Form N-1A filed with the Commission on
March 20, 1998.
(2) Notice, dated October 31, 1997, to Administration Agreement
between Registrant and State Street Bank and Trust Company with
respect to the is incorporated herein by reference to Exhibit
9(p) to Post-Effective Amendment No. 37 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
June 11, 1999.
(3) Notice, dated February 24, 1998, to Administration Agreement
between Registrant and State Street Bank and Trust Company with
respect to the Munder Growth Opportunities Fund is incorporated
herein by reference to Exhibit 9(o) to Post-Effective Amendment
No. 35 to Registrant's Registration Statement on Form N-1A filed
with the Commission on August 28, 1998.
(4) Notice, dated May 4, 1999, to Administration Agreement between
Registrant and State Street Bank and Trust Company with respect
to the Munder Future Technology Fund is incorporated by reference
to Post-Effective Amendment No. 38 to Registrant's Registration
Statement on Form N-1A filed with the Commission on August 25,
1999.
(5) Notice to Administration Agreement between Registrant and State
Street Bank and Trust Company with respect to the Munder
International NetNet Fund is incorporated by reference to Post-
Effective Amendment No. 43 to Registrant's Registration Statement
on Form N-1A filed with the Commission on March 21, 2000.
(6) Transfer Agency and Registrar Agreement, dated June 19, 1995,
between Registrant and PFPC Inc. (formerly First Data Investor
Services Group, Inc.) is incorporated herein by reference to
Exhibit 9(a) to Post-Effective Amendment No. 16 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
June 25, 1996.
(7) Notice, dated July 20, 1995, to Transfer Agency and Registrar
Agreement between Registrant and PFPC Inc. (formerly First Data
Investor Services Group, Inc.) with respect to the Munder Value
Fund is incorporated herein by reference to Exhibit 9(b) to Post-
Effective Amendment No. 16 to Registrant's Registration Statement
on Form N-1A filed with the Commission on June 25, 1996.
(8) Notice, dated May 6, 1996, to Transfer Agency and Registrar
Agreement between Registrant and PFPC Inc. (formerly First Data
Investor Services Group, Inc.) with respect to the Munder
International Bond Fund is incorporated herein by reference to
Exhibit 9(c) to Post-Effective Amendment No. 16 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
June 25, 1996.
(9) Notice, dated August 6, 1996, to Transfer Agency and Registrar
Agreement between Registrant and PFPC Inc. (formerly First Data
Investor Services Group, Inc.) with respect to the Munder Small-
Cap Value Fund, the Munder Focus Growth Fund (formerly Munder
Equity Selection Fund), the Munder Micro-Cap Equity Fund and the
NetNet Fund is incorporated herein by reference to Exhibit
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9(d) to Post-Effective Amendment No. 18 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
August 14, 1996.
(10) Notice, dated August 6, 1996, to Transfer Agency and Registrar
Agreement between Registrant and PFPC Inc. (formerly First Data
Investor Services Group, Inc.) with respect to the Munder Short
Term Treasury Fund is incorporated herein by reference to Exhibit
9(e) to Post-Effective Amendment No. 21 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
December 13, 1996.
(11) Form of Amendment to the Transfer Agency and Registrar Agreement
between Registrant and PFPC Inc. (formerly First Data Investor
Services Group, Inc.) with respect to the Munder All-Season
Conservative Fund, the Munder All-Season Moderate Fund and the
Munder All-Season Aggressive Fund is incorporated herein by
reference to Exhibit 9(f) to Post-Effective Amendment No. 23 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on February 18, 1997.
(12) Form of Notice to the Transfer Agency and Registrar Agreement
between Registrant and PFPC Inc. (formerly First Data Investor
Services Group, Inc.) with respect to the Munder Financial
Services Fund is incorporated herein by reference to Exhibit 9(g)
to Post-Effective Amendment No. 28 to Registrant's Registration
Statement on Form N-1A filed with the Commission on July 28,
1997.
(13) Form of Amendment to the Transfer Agency and Registrar Agreement
between Registrant and PFPC Inc. (formerly First Data Investor
Services Group, Inc.) with respect to the Munder Financial
Services Fund is incorporated herein by reference to Exhibit 9(h)
to Post-Effective Amendment No. 28 to Registrant's Registration
Statement on Form N-1A filed with the Commission on July 28,
1997.
(14) Notice, dated February 24, 1998, to the Transfer Agency and
Registrar Agreement between Registrant and PFPC Inc. (formerly
First Data Investor Services Group, Inc.) with respect to the
Munder Growth Opportunities Fund is incorporated by reference to
Exhibit (h)(13) to Post-Effective Amendment No. 38 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on August 25, 1999.
(15) Amendment, dated January 2, 1997, to the Transfer Agency and
Registrar Agreement between the Registrant and PFPC Inc.
(formerly First Data Investor Services Group, Inc.) is
incorporated herein by reference to Exhibit 9(n) to Post-
Effective Amendment No. 36 to Registrant's Registration Statement
on Form N-1A filed with the Commission on October 27, 1998.
(16) Amendment, dated March 16, 1999, to the Transfer Agency and
Registrar Agreement between the Registrant and PFPC Inc.
(formerly First Data Investor Services Group, Inc.) is
incorporated herein by reference to Exhibit h(18) to Post-
Effective Amendment No. 37 to Registrant's Registration Statement
on Form N-1A filed with the Commission on June 11, 1999.
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(17) Amendment, dated March 26, 1999, to the Transfer Agency and
Registrar Agreement between the Registrant and PFPC Inc.
(formerly First Data Investor Services Group, Inc.) is
incorporated herein by reference to Exhibit h(19) to Post-
Effective Amendment No. 37 to Registrant's Registration Statement
on Form N-1A filed with the Commission on June 11, 1999.
(18) Notice, dated May 4, 1999, to Transfer Agency and Registrar
Agreement between Registrant and PFPC Inc. (formerly First Data
Investor Services Group, Inc.) with respect to the Munder Future
Technology Fund is incorporated by reference to Post-Effective
Amendment No. 38 to Registrant's Registration Statement on Form
N-1A filed with the Commission on August 25, 1999.
(19) Amendment, dated October 1, 1999, to the Transfer Agency and
Registrar Agreement between the Registrant and PFPC Inc.
(formerly First Data Investor Services Group, Inc.) is
incorporated by reference to Post-Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on January 18, 2000.
(20) Form of Notice to Transfer Agency and Registrar Agreement between
Registrant and PFPC Inc. (formerly First Data Investor Services
Group, Inc.) with respect to the Munder International NetNet Fund
is incorporated by reference to Post-Effective Amendment No. 41
to Registrant's Registration Statement on Form N-1A filed with
the Commission on January 18, 2000.
(i) (1) Opinion and Consent of Counsel is incorporated by reference to
the Rule 24f-2 Notice filed on August 28, 1997, Accession Number
0000927405-97-000309.
(2) Opinion and Consent of Counsel with respect to the Munder Growth
Opportunities Fund is incorporated herein by reference to Exhibit
10(b) to Post-Effective Amendment No. 36 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
October 27, 1998.
(3) Opinion and Consent of Counsel with respect to the Munder Future
Technology Fund is incorporated by reference to Post-Effective
Amendment No. 41 to Registrant's Registration Statement on Form
N-1A filed with the Commission on January 18, 2000.
(4) Opinion and Consent of Counsel with respect to the International
NetNet Fund to be filed by amendment.
(j) (1) Consent of Arthur Andersen LLP is incorporated herein by
reference to Exhibit 11(b) to Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on August 29, 1995.
(2) Letter of Arthur Andersen LLP regarding change in independent
auditor required by Item 304 of Regulation S-K is incorporated
herein by reference to Exhibit 11(c) to Post-Effective Amendment
No. 12 to Registrant's Registration Statement on Form N-1A filed
with the Commission on August 29, 1995.
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(3) Powers of Attorney are incorporated herein by reference to Post-
Effective Amendment No. 40 to Registrant's Registration Statement
on Form N-1A filed with the Commission on October 26, 1999.
(k) Not Applicable.
(l) Initial Capital Agreement is incorporated herein by reference to Post-
Effective Amendment No. 40 to Registrant's Registration Statement on
Form N-1A filed with the Commission on October 26, 1999.
(m) (1) Amended and Restated Service Plan, dated August 3, 1999, for the
Munder Multi-Season Growth Fund Class A Shares is incorporated
herein by reference to Post-Effective Amendment No. 40 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on October 26, 1999.
(2) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Multi-Season Growth Fund Class B Shares
is filed herein incorporated herein by reference to Post-
Effective Amendment No. 40 to Registrant's Registration Statement
on Form N-1A filed with the Commission on October 26, 1999.
(3) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Multi-Season Growth Fund Class C Shares
is incorporated herein by reference to Post-Effective Amendment
No. 40 to Registrant's Registration Statement on Form N-1A filed
with the Commission on October 26, 1999.
(4) Amended and Restated Service Plan, dated August 3, 1999, for the
Munder Money Market Fund Class A Shares is filed herein
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
(5) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Money Market Fund Class B Shares is
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
(6) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Money Market Fund Class C Shares is
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
(7) Amended and Restated Service Plan, dated August 3, 1999, for the
Munder Real Estate Equity Investment Fund Class A Shares is
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
(8) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Real Estate Equity Investment Fund Class
B Shares is incorporated herein by reference to Post-Effective
Amendment No. 40 to Registrant's Registration Statement on Form
N-1A filed with the Commission on October 26, 1999.
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(9) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Real Estate Equity Investment Fund Class
C Shares is incorporated herein by reference to Post-Effective
Amendment No. 40 to Registrant's Registration Statement on Form
N-1A filed with the Commission on October 26, 1999.
(10) Amended and Restated Service Plan, dated August 3, 1999, for the
Munder Focus Growth Fund (formerly Munder Equity Selection Fund)
Class A Shares is incorporated herein by reference to Post-
Effective Amendment No. 40 to Registrant's Registration Statement
on Form N-1A filed with the Commission on October 26, 1999.
(11) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Focus Growth Fund (formerly Munder Equity
Selection Fund) Class B Shares is incorporated herein by
reference to Post-Effective Amendment No. 40 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
October 26, 1999.
(12) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Focus Growth Fund (formerly Munder Equity
Selection Fund) Class C Shares is incorporated herein by
reference to Post-Effective Amendment No. 40 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
October 26, 1999.
(13) Amended and Restated Service Plan, dated August 3, 1999, for the
Munder International Bond Fund Class A Shares is incorporated
herein by reference to Post-Effective Amendment No. 40 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on October 26, 1999.
(14) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder International Bond Fund Class B Shares is
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
(15) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder International Bond Fund Class C Shares is
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
(16) Amended and Restated Service Plan, dated August 3, 1999, for the
Munder Micro-Cap Equity Fund Class A Shares is incorporated
herein by reference to Post-Effective Amendment No. 40 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on October 26, 1999.
(17) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Micro-Cap Equity Fund Class B Shares is
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
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(18) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Micro-Cap Equity Fund Class C Shares is
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
(19) Amended and Restated Service Plan, dated August 3, 1999, for the
Munder Short Term Treasury Fund Class A Shares is incorporated
herein by reference to Post-Effective Amendment No. 40 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on October 26, 1999.
(20) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Short Term Treasury Fund Class B Shares
is incorporated herein by reference to Post-Effective Amendment
No. 40 to Registrant's Registration Statement on Form N-1A filed
with the Commission on October 26, 1999.
(21) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Short Term Treasury Fund Class C Shares
is incorporated herein by reference to Post-Effective Amendment
No. 40 to Registrant's Registration Statement on Form N-1A filed
with the Commission on October 26, 1999.
(22) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder All-Season Aggressive Fund (formerly the
Munder All-Season Accumulation Fund) Class A Shares is
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
(23) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder All-Season Aggressive Fund (formerly the
Munder All-Season Accumulation Fund) Class B Shares is
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
(24) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder All-Season Conservative Fund (formerly
the Munder All-Season Maintenance Fund) Class A Shares is
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
(25) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder All-Season Conservative Fund (formerly
the Munder All-Season Maintenance Fund) Class B Shares is
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
(26) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder All-Season Moderate Fund (formerly the
Munder All-Season Development Fund) Class A Shares is
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
11
<PAGE>
(27) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder All-Season Moderate Fund (formerly the
Munder All-Season Development Fund) Class B Shares is
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
(28) Amended and Restated Service Plan, dated August 3, 1999, for the
Munder Small-Cap Value Fund Class A Shares is incorporated herein
by reference to Post-Effective Amendment No. 40 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
October 26, 1999.
(29) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Small-Cap Value Fund Class B Shares
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
(30) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Small-Cap Value Fund Class C Shares is
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
(31) Amended and Restated Service Plan, dated August 3, 1999, for the
NetNet Fund is incorporated herein by reference to Post-Effective
Amendment No. 40 to Registrant's Registration Statement on Form
N-1A filed with the Commission on October 26, 1999.
(32) Amended and Restated Service Plan, dated August 3, 1999, for the
Munder Growth Opportunities Fund Class A Shares is incorporated
herein by reference to Post-Effective Amendment No. 40 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on October 26, 1999.
(33) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Growth Opportunities Fund is incorporated
herein by reference to Post-Effective Amendment No. 40 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on October 26, 1999.
(34) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Growth Opportunities Fund Class C Shares
is incorporated herein by reference to Post-Effective Amendment
No. 40 to Registrant's Registration Statement on Form N-1A filed
with the Commission on October 26, 1999.
(35) Service Plan for the Munder Growth Opportunities Fund Class K
Shares is incorporated herein by reference to Exhibit 15(nn) to
Post-Effective Amendment No. 35 to Registrant's Registration
Statement on Form N-1A filed with the Commission on August 28,
1998.
(36) Amendment to Service and Distribution Plan, dated May 4, 1998,
for the Munder NetNet Fund is incorporated herein by reference to
Exhibit (m)(36) to Post-Effective Amendment No. 37 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on June 11, 1999.
12
<PAGE>
(37) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder NetNet Fund Class B Shares is
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
(38) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder NetNet Fund Class C Shares is
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
(39) Amended and Restated Service Plan, dated August 3, 1999, for the
Munder Value Fund Class A Shares is incorporated herein by
reference to Post-Effective Amendment No. 40 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
October 26, 1999.
(40) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Value Fund Class B Shares is incorporated
herein by reference to Post-Effective Amendment No. 40 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on October 26, 1999.
(41) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Value Fund Class C Shares is incorporated
herein by reference to Post-Effective Amendment No. 40 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on October 26, 1999.
(42) Amended and Restated Service Plan, dated August 3, 1999, for the
Munder Future Technology Fund Class A Shares is incorporated
herein by reference to Post-Effective Amendment No. 40 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on October 26, 1999.
(43) Amended and Restated Service and Distribution Plan, dated August
3, 1999, for the Munder Future Technology Fund Class B Shares is
incorporated herein by reference to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A filed with
the Commission on October 26, 1999.
(44) Service and Distribution Plan for the Munder Future Technology
Fund Class II Shares is incorporated by reference to Post-
Effective Amendment No. 41 to Registrant's Registration Statement
on Form N-1A filed with the Commission on January 18, 2000.
(45) Service Plan for the Munder International NetNet Fund Class A
Shares is incorporated by reference to Post-Effective Amendment
No. 43 to Registrant's Registration Statement on Form N-1A filed
with the Commission on March 21, 2000.
(46) Service and Distribution Plan for the Munder International NetNet
Fund Class B Shares is incorporated by reference to Post-
Effective Amendment No. 43 to Registrant's Registration Statement
on Form N-1A filed with the Commission on March 21, 2000.
13
<PAGE>
(47) Service and Distribution Plan for the Munder International NetNet
Fund Class II Shares is incorporated by reference to Post-
Effective Amendment No. 43 to Registrant's Registration Statement
on Form N-1A filed with the Commission on March 21, 2000.
(48) Service and Distribution Plan for the Munder Focus Growth Fund
(formerly Munder Equity Selection Fund) Class II Shares is
incorporated by reference to Post-Effective Amendment No. 43 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on March 21, 2000.
(49) Service and Distribution Plan for the Munder Growth Opportunities
Fund Class II Shares is incorporated by reference to Post-
Effective Amendment No. 43 to Registrant's Registration Statement
on Form N-1A filed with the Commission on March 21, 2000.
(50) Amended and Restated Service Plan for Class K Shares is
incorporated herein by reference to Post-Effective Amendment No.
29 to Registrant's Registration Statement on Form N-1A filed with
the Commission on August 29, 1997.
(n) Not Applicable.
(o) Sixth Amended and Restated Multi-Class Plan is incorporated by
reference to Post-Effective Amendment No. 43 to Registrant's
Registration Statement on Form N-1A filed with the Commission on March
21, 2000.
(p) (1) Fifth Amended and Restated Code of Ethics is incorporated by
reference to Post-Effective Amendment No. 43 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
March 21, 2000.
(2) Code of Ethics of Funds Distributor, Inc. is incorporated by
reference to Post-Effective Amendment No. 43 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
March 21, 2000.
(3) Code of Ethics of Munder Capital Management is incorporated by
reference to Post-Effective Amendment No. 43 to Registrant's
Registration Statement on Form N-1A filed with the Commission on
March 21, 2000.
(4) Code of Ethics of Framlington Overseas Investment Management
United is filed herein.
Item 24. Persons Controlled by or under Common Control with Registrant.
--------------------------------------------------------------
Not Applicable.
Item 25. Indemnification
---------------
Article VII, Section 7.6 of the Registrant's Articles of Incorporation
("Section 7.6") provides that the Registrant, including its successors
and assigns, shall indemnify its directors and officers and make
advance payment of related expenses to the fullest extent permitted,
and in accordance with the procedures required, by the General Laws of
the State of Maryland and the Investment Company Act of 1940. Such
indemnification shall be in addition to any other right or claim to
which any director, officer, employee or agent may otherwise be
entitled. In addition, Article VI of the Registrant's By-laws
provides that the Registrant shall indemnify its employees and/or
agents in any manner as
14
<PAGE>
shall be authorized by the Board of Directors and within such limits
as permitted by applicable law. The Board of Directors may take such
action as is necessary to carry out these indemnification provisions
and is expressly empowered to adopt, approve and amend from time to
time such resolutions or contracts implementing such provisions or
such further indemnification arrangements as permitted by law. The
Registrant may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Registrant
or is serving at the request of the Registrant as a director, officer,
partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or
employee benefit plan, against any liability asserted against and
incurred by such person in any such capacity or arising out of such
person's position, whether or not the Registrant would have had the
power to indemnify against such liability. The rights provided by
Section 7.6 shall be enforceable against the Registrant by such person
who shall be presumed to have relied upon such rights in serving or
continuing to serve in the capacities indicated therein.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers and controlling persons of the Registrant by the Registrant
pursuant to the Fund's Articles of Incorporation, its By-Laws or
otherwise, the Registrant is aware that in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Act and, therefore, is
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by directors, officers or controlling persons of the
Registrant in connection with the successful defense of any act, suit
or proceeding) is asserted by such directors, officers or controlling
persons in connection with shares being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by
the final adjudication of such issues.
Item 26. Business and Other Connections of Investment Advisor
----------------------------------------------------
Munder Capital Management
<TABLE>
<CAPTION>
Name Position with Advisor
<S> <C>
Old MCM, Inc. Partner
Munder Group LLC Partner
WAM Holdings, Inc. Partner
WAM Holdings II, Inc. Partner
Michael Monahan Chairman
Leonard J. Barr, II Senior Vice President and Director of Research
Clark Durant Vice President and Director of The Private
Management Group
Terry H. Gardner Vice President and Chief Financial Officer
Elyse G. Essick Vice President and Director of Communications and
Client Services
Sharon E. Fayolle Vice President and Director of Money Market Trading
Otto G. Hinzmann Vice President and Director of Equity Portfolio
Management
</TABLE>
15
<PAGE>
<TABLE>
Name Position with Advisor
<S> <C>
Anne K. Kennedy Vice President and Director of Portfolio Management
Richard R. Mullaney Senior Vice President of The Private Management
Group
Ann F. Putallaz Vice President and Director of Retirement Services
Group
Peter G. Root Vice President and Chief Investment Officer/Fixed Income
James C. Robinson Chief Executive Officer
</TABLE>
For further information relating to the Investment Advisor's officers,
reference is made to Form ADV filed under the Investment Advisers Act
of 1940 by Munder Capital Management. See File No. 801-48394.
World Asset Management
<TABLE>
<CAPTION>
Name Position with Advisor
<S> <C>
Terry H. Gardner Chief Financial Officer
Todd B. Johnson President, Chief Investment Officer and Chief
Executive Officer
Robert J. Kay Director, Client Services
Theodore D. Miller Director, International Investments
Kenneth A. Schluchter, III Director, Domestic Investments
</TABLE>
For further information relating to the Advisor's officers, reference is
made to Form ADV filed under the Investment Advisers Act of 1940 by
World Asset Management, SEC File No. 801-55795.
Framlington Overseas Investment Management Limited
<TABLE>
<CAPTION>
Name Position with Sub-Advisor
<S> <C>
Warren J. Coleman Director
Gary C. Fitzgerald Director
Jean-Luc Schilling Director
Michael A. Vogel Director
Robert Jenkins Portfolio Manager
</TABLE>
For further information relating to the Sub-Advisor's officers,
reference is made to Form ADV filed under the Investment Advisers Act of
1940 by Framlington Overseas Investment Management Limited, SEC File No.
801-42074.
16
<PAGE>
Item 27. Principal Underwriters
----------------------
(a) Funds Distributor, Inc. ("FDI"), located at 60 State Street,
Suite 1300, Boston, Massachusetts 02109. FDI is an indirectly
wholly-owned subsidiary of Boston Institutional Group, Inc. a
holding company, all of whose outstanding shares are owned by key
employees. FDI is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of the National
Association of Securities Dealers. FDI acts as principal
underwriter of the following investment companies other than the
Registrant:
American Century California Tax-Free and Municipal Funds
American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
The Brinson Funds
CDC MPT + Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Global Funds, Inc.
Dresdner RCM Investment Funds Inc.
JP Morgan Institutional Funds
JP Morgan Funds
JPM Series Trust
JPM Series Trust II
LaSalle Partners Funds, Inc.
Merrimac Series
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds I
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
National Investors Cash Management Fund, Inc.
Nomura Pacific Basin Fund, Inc.
Orbitex Group of Funds
The Saratoga Advantage Trust
SG Cowen Funds, Inc.
SG Cowen Income + Growth Fund, Inc.
SG Cowen Standby Reserve Fund, Inc.
SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
SG Cowen Series Fund, Inc.
SoGen Funds, Inc.
17
<PAGE>
SoGen Variable Funds, Inc.
St. Clair Funds, Inc.
TD Waterhouse Trust
The Skyline Funds
TD Waterhouse Family of Funds, Inc.
WEBS Index Fund, Inc.
(b) The following is a list of the executive officers, directors and
partners of Funds Distributor, Inc.
<TABLE>
<S> <C>
Director, President and Chief Executive Officer -Marie E. Connolly
Executive Vice President -George A. Rio
Executive Vice President -Donald R. Roberson
Executive Vice President -William S. Nichols
Senior Vice President, General Counsel, Chief -Margaret W. Chambers
Compliance Officer, Secretary and Clerk
Director, Senior Vice President and Treasurer -Joseph F. Tower, III
Senior Vice President -Paula R. David
Senior Vice President -Gary S. MacDonald
Senior Vice President -Judith K. Benson
Chairman and Director -William J. Nutt
Vice President and Chief Financial Officer -William J. Stetter
</TABLE>
(c) Not Applicable.
Item 28. Location of Accounts and Records
--------------------------------
The account books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of
1940 and the Rules thereunder will be maintained at the offices of:
(1) Munder Capital Management, 480 Pierce Street or 255 East Brown
Street, Birmingham, Michigan 48009 (records relating to its
function as investment advisor);
(2) PFPC Inc. (formerly First Data Investor Services Group, Inc.),
100 Federal Street, Boston, Massachusetts 02110 or 4400 Computer
Drive, Westborough, Massachusetts 01581 (records relating to its
functions transfer agent);
(3) State Street Bank and Trust Company, 225 Franklin Street, Boston,
MA 02110 (records relating to its function as administrator and
custodian); and
(4) Funds Distributor, Inc., 60 State Street, Boston, Massachusetts
02109 (records relating to its function as distributor).
Item 29. Management Services
--------------------------
None.
18
<PAGE>
Item 30. Undertakings
------------
Not Applicable.
19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
and the Investment Company Act of 1940, as amended, the Registrant certifies
that this Post-Effective Amendment No. 45 to the Registration Statement meets
the requirements for effectiveness pursuant to Rule 485(b) of the Securities Act
of 1933, as amended and the Registrant has duly caused this Post-Effective
Amendment No. 45 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and The
Commonwealth of Massachusetts, on the 5th day of April, 2000.
THE MUNDER FUNDS, INC.
By: *_______________________
Lee P. Munder, President
* By: /s/ Francine S. Hayes
----------------------
Francine S. Hayes
as Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
*____________________ Director and April 5, 2000
Lee P. Munder President
*____________________ Director April 5, 2000
Charles W. Elliott
*____________________ Director April 5, 2000
Joseph E. Champagne
*____________________ Director April 5, 2000
Thomas B. Bender
*____________________ Director April 5, 2000
Thomas D. Eckert
*____________________ Director April 5, 2000
John Rakolta, Jr.
*____________________ Director April 5, 2000
David J. Brophy
</TABLE>
20
<PAGE>
<TABLE>
<S> <C> <C>
*____________________ Vice President, April 5, 2000
Terry H. Gardner Treasurer, Secretary and
Chief Financial Officer
</TABLE>
*By: /s/ Francine S. Hayes
----------------------
Francine S. Hayes
as Attorney-in-Fact
21
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
99(p)(4) Code of Ethics of Framlington Overseas Investment
Management Limited
<PAGE>
Exhibit 99(p)(4)
Code of Ethics
This Section covers three areas -
1. Personal account dealing.
2. Insider dealing.
3. Gifts and Entertainment.
Together these areas constitute the Code of Ethics under the SEC requirements.
In particular, the personal account dealing section incorporates the SEC
requirements and recommendations for the procedures for staff carrying out
personal investment transactions.
1
<PAGE>
Personal Dealing Procedures
As part of your contract of employment with Framlington, you undertake to comply
with these procedures. Any failure to comply with them may result in
disciplinary action, and any deliberate attempt to avoid or circumvent these
rules will incur disciplinary action and may result in immediate dismissal.
Purpose of the Rules
Framlington's business consists of managing investments for clients. The
activities of individuals in managing their own investments, therefore, may
involve conflicts of interest with client activity. These rules, therefore,
exist to help the firm and the individuals to manage those conflicts and to
ensure that neither Framlington nor the individual can be criticised for any
actual or perceived conflict of interest.
The rules are based on the premise that the interests of Framlington's clients
are placed ahead of the interests of Framlington itself, and the interests of
Framlington are placed ahead of its directors and employees.
This formal set of rules is a requirement both of the U.K. and the US regulatory
agencies.
Who Is Covered By The Rules?
These rules apply equally to all directors and employees of Framlington
Investment Management Limited, Framlington Overseas Investment Management
Limited, Framlington Unit Management Limited and Framlington Investment Trust
Services Limited based in the UK. They also apply to "Connected Persons" of
those directors and employees. Connected Person is anyone connected with the
relevant director or employee by reason of a domestic or business relationship
through with the director or employee has stock-specific influence over that
person's judgement in the purchase or sale of investments.
2
<PAGE>
These rules apply to directors and employees if they are dealing as a personal
representative of an Estate or as a Trustee of a Trust, unless they are relying
solely on the advice of another person.
What Investments Are Covered By The Rules?
Restrictions on personal account dealing apply to all stocks and shares,
debentures including debenture stock, loan stock, bonds and convertible bonds,
government and municipal securities, warrants, options, futures and contracts
for differences. Acceptance of takeover offers and rights issues, and
conversion of warrants do not need prior approval but should be notified without
delay so that Compliance Department's record can be kept up to date.
The rules do not apply to investment in open-end collective investment schemes
such as unit trusts, mutual funds or open ended investment companies, and
purchase of life policies.
You should not in particular, that the rules will restrict investment in the
closed-end investment trust and investment companies operated by Framlington.
They also apply to all new issuers and private placements. Even where major
government privatizations are concerned, staff must assume that any application
requires prior approval under the normal procedures unless a specific waiver has
been granted.
Restricted List
The Compliance Department maintains a "restricted list". This is in two parts:
a "stoplist" indicating securities which may not be purchased either for clients
or for individuals under any circumstances; and a "refer list" containing stocks
which may not be dealt by individuals for their own account without specific
approval from the Compliance Officer or his designated alternate.
3
<PAGE>
When Will Approval Be Refused?
Approval will be automatically refused for any dealing in:-
1. Any security on the "stop list".
2. Any security which is currently being purchased or sold for one or more
clients. Where an employee wishes to deal in the opposite direction to the
client transaction -ie. client buys and employees sells or client sells and
employee buys- the employee trade must wait 7 calendar days (6 clear days)
to remove any suggestion that the employee might benefit from any market
affect of the client trade. Employees may not deal in the 7 calendar days
before an order is placed for a client fund. Permission will not be given
for any dealing if it is known that a client order is in contemplation.
Where permission to deal is given and a subsequent decision to deal for
clients within 7 calendar days is taken, the fact will be reported to the
Compliance Committee which will consider whether the employee concerned
should disgorge any profit made on the transaction.
3. If the employee has dealt in a stock and then deals in the opposite
direction within 60 calendar days, any profits realised on such short term
trading may have to be surrendered unless otherwise agreed by the Compliance
Committee.
Other Restrictions
By asking to deal, an employee is warranting that he/she:-
1. Is not breaking any law;
2. is not breaching the house rules; and
3. that they can settle the transaction on demand.
4
<PAGE>
Exemptions
Consideration will be given on a case by case basis by the Compliance Officer to
exclude individual arrangements under which a third party has full discretion
over the management of the portfolio. Exemption will only be granted in these
circumstances if the individual concerned is not consulted or pre-advised or any
investment decision taken by the investment manager. The individual will also
have to arrange for that investment manager to provide regular reports to the
Compliance Department of the content of, and transactions in, their portfolio.
Approval Procedures
No security may be purchased without prior consent obtained under the following
procedure.
Stage 1
- -------
Central Dealers must confirm that there is no open order in existence for any
client in the security in question. Central Dealers will also confirm that the
stock does not appear on either the stop or refer lists. If the stock appears
on the stop list approval will automatically be refused. If the stock appears
on the refer list, the Central Dealers will annotate that fact.
Stage 2
- -------
The second stage of approval must come from the relevant Fund Manager, or
his/her nominated deputy, concerned with the security in question. The relevant
Fund Manager will confirm, having consulted other fund managers as necessary,
that there is no activity in the stock under consideration or related stock for
any client fund. If activity is under consideration, the application will
automatically be refused. In these circumstances, the individual may reapply
once the client activity has ceased, but will have to bear in mind the timing
restrictions noted above.
5
<PAGE>
Stage 3
- -------
The final approval will come from the Compliance Officer or his nominated
deputy. The Compliance Officer or his nominated deputy may refuse approval for
a transaction if stock is on the refer list and he considers that an actual or
perceived conflict of interest might arise out of the personal transaction. He
may also refuse permission if the transaction would breach the 60 days rule
noted above.
Once signed-off, the Compliance Officer or his nominated deputy will return the
form to the applicant. Approval, once given, is valid until the close of the
next business day. If, for any reason, an applicant is unable to transact an
approved deal within the permitted time frame, they must reapply for permission.
As far as transactions by post are concerned, for instance, for PEP transactions
or corporate actions, the individual must ensure that the instruction is posted
within the time limit given; it is not, however, expected that the broker or
company concerned will necessarily act on the instruction within the time limit.
The applicant is required to complete the final section of the form under which
they confirm, a) that the order was dealt as approved, or b), that the order was
not transacted.
Brokerage Accounts
All personal dealings must be transacted through a broker of the individual's
choice. The Compliance Officer will request that broker to send him direct
copies of all contract notes relating to transactions of the individual or of
any connected person. Individuals should therefore ensure that brokerage
arrangements are properly established before they request permission to deal.
6
<PAGE>
Disclosure
All officers and employees are required to disclose all personal securities
holdings upon commencement of employment with a group company and at the end of
each calendar year thereafter. The Compliance Department monitors permissions
granted against reports of transactions submitted by brokers. Any discrepancy
between broker reports and permissions granted will be investigated and
individuals are required to co-operate in explaining any transactions for which
prior approval cannot be evidenced.
7
<PAGE>
Personal Account Dealing Report
Employee Name:________________________ Date:________________________
Deal for:_____________________________ Time:________________________
Relationship:_________________________ Broker:______________________
- --------------------------------------------------------------------------------
Buy/Sell
- --------------------------------------------------------------------------------
Name of Security:_____________________ Amount:______________________
- --------------------------------------------------------------------------------
Stage 1- Central Dealer Checks
- ---------
Stop list Y*|N *Automatic refusal
Refer list Y|N
Outstanding Client Order Y*|N
Client deals within 7 days Same direction|Opposite direction*
Signed: ____________________ Date: __________ Time:- _______
- --------------------------------------------------------------------------------
Stage 2 - Fund Manager Approval- For list see over
- -------
I confirm no conflict with recent, current or prospective client activity.
Signed: ____________________ Date: __________ Time:- _______
- --------------------------------------------------------------------------------
Stage 3 - Compliance Department Approval- For list see over
- -------
Signed: ____________________ Date: __________ Time:- _______
VALID UNTIL___________________
- --------------------------------------------------------------------------------
Compliance comments:
- --------------------------------------------------------------------------------
Confirmation: I confirm this transaction was executed within time limit.
I confirm this transaction was not executed.
Signed: ____________________ Date: __________ Time:- _______
- --------------------------------------------------------------------------------
8
<PAGE>
Personal Account Dealing Report
Approval to be obtained from:
UK large cap: Richard Pierson/Paul Branigan/Neil Birrell
UK small cap: Richard Pierson/Alice Ryder/Brian Watson
US Stephen Kelly
Healthcare Antony Milford
Europe Caspar Rock/Dominic Baker
Emerging Markets & Asia William Calvert
Japan Chris Bell
Unquoteds Simon Key
If a relevant fund manager is not available, approval should be obtained from
one of the following:
Simon Key
Mike Vogel
Warren Colman
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Insider Dealing
The Criminal Justice Act 1993 sets out details of various criminal offences
relating to the use of inside information.
Inside information is information relating to securities which has not been made
public but would be likely to have an effect on the price if it were made
public.
It is an offence to deal in securities, or encourage another person to deal, in
securities when in possession of inside information, or to disclose inside
information otherwise than in the proper performance of your employment.
No person should deal for themselves or the company when in possession of inside
information, and such information should not be passed on to others.
Whilst the law relating to insider trading varies across the globe, Framlington
has adopted these standards regardless of the nature of the security and
country.
If any person believes that they are in receipt of inside information this
should be reported to the Compliance department and the security will be placed
on the Embargo List.
The Embargo List operates to ensure that persons within the group do not act on
inside information held by other persons within the Group.
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Gifts and Entertainment
These procedures are designed to ensure that we carry out our business with the
highest standards of integrity, to that inducements are neither offered by, nor
received by, employees of the group. These guidelines encompass regulatory
requirements as well as standards set by the group.
The guidelines cover various types of gifts or benefits in kind which may be
offered to, or received from, any investment business or other agents with which
the group does business. These parties include, but are not restricted to:
stockbrokers, intermediaries, consultants, trustees and suppliers of equipment
and services.
The definition of gifts and benefits in kind includes invitations to sporting
events, the theatre or other social events (whether accompanied by the donor or
not) and includes gifts such as champagne, wine and gifts of company goods if
more than a de minimis value (see later). Lunches and dinners in the ordinary
course of business are excluded.
In order to monitor the gifts received or given, records of these must be
completed and submitted in line with these procedures.
Prohibitions
Gifts and entertainment cannot be accepted or given where they are of a value or
frequency which can reasonably be expected to influence the recipient or go
against the best interest of the customer.
The Compliance department have the right to prevent any employee from accepting
or offering any gift or benefit in kind if it is deemed to be inappropriate.
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Gifts/Benefits Received
Each individual is responsible for completing a gifts/benefits form for any
gifts received, unless it is considered to be of a de minimis value (valued at
under (Pounds)25.00 in total is the current guideline). If you are in any doubt
about the value of the gift then it should be declared.
The form should be submitted to your department manager for approval (or where
relevant the Compliance Officer). All forms should then be passed to the
Compliance department which will maintain the records.
Where possible prior approval should be obtained eg. corporate hospitality will
normally be advised in advance by invitation. Prior approval is essential if
the value of any gift or benefit is deemed to be over [(Pounds)100].
Offering Gifts/Entertainment
Gifts and entertainment should only be offered where they are of a value or a
frequency which is not reasonably expected to influence the recipient or induce
the recipient to act against the best interests of his customer or company.
Gifts or benefits which are in line with normal market practice AND are valued
at under (Pounds)100 in value are subject to normal expense authorisation
procedures. An exception to this is any gift or entertainment given to an IFA
(see below).
Independent Intermediaries
The maximum value of gifts given to any one intermediary in any one calendar
year must not exceed (Pounds)25 times the number of individuals within the IFA
firm which are authorised to sell investment contracts. In order to monitor
this limit, all gifts/benefits in kind and recipients must be recorded on the
Gifts/Benefits form and submitted to Compliance. Diaries and calendars are
excluded. These requirements are laid down by the PIA.
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This procedure means that golf days or other corporate hospitality must be
declared. Any payments we make to assist an IFA with training etc. should also
be declared.
In all cases, gifts or benefits valued at over (Pounds)100 must be authorised by
the department manager on the appropriate form and then submitted to the
Compliance department.
The adherence to these guidelines will be monitored on a regular basis and
deviations from these procedures will be reported to the Compliance committee if
this is deemed appropriate.
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This report is to be presented to the Compliance Department, at the very latest,
within 48 hours of receipt of a gift, or immediately in the case of making a
gift, regardless of its value. Please use a separate form for each gift.
`Gift' also includes corporate hospitality such as theatre tickets, golf days,
sporting events.
Gift/Benefit Notification Form
Gift Recipient/Donor in Framlington ....................
Signature .............................................. Date ..........
RECEIVED
- --------------------------------------------------------------------------------
Description Estimated Value (Sterling equiv.)
- --------------------------------------------------------------------------------
Donor
Relationship of Donor Date Received
- --------------------------------------------------------------------------------
Name & signature of Department Head/Investment Director
(as appropriate)
Name: ........................ Signature: ..............................
DONATED
- --------------------------------------------------------------------------------
Description Value
- --------------------------------------------------------------------------------
Recipient
Relationship of Recipient Date Given
- --------------------------------------------------------------------------------
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