<PAGE>
Exhibit 99(n)
THE MUNDER FUNDS, INC.
Ninth Amended and Restated Multi-Class Plan
-------------------------------------------
Introduction
------------
The purpose of this Plan is to specify the attributes of the classes of
shares offered by The Munder Funds, Inc. (the "Company"), including the sales
loads, expense allocations, conversion features and exchange features of each
class, as required by Rule 18f-3 under the Investment Company Act of 1940, as
amended (the "1940 Act").
Each of the Company's investment portfolios (each, a "Fund"), other
than the Munder Fund of Funds (formerly Munder All-Season Aggressive Fund), the
Munder Money Market Fund, the Munder NetNet Fund, the Munder Future Technology
Fund, the Munder International NetNet Fund, the Munder Digital Economy Fund and
the Munder Bio(Tech)/2/ Fund issues its shares of common stock in five classes:
"Class A" Shares, "Class B" Shares, "Class C" Shares, "Class K" Shares and
"Class Y" Shares. The Munder Money Market Fund and the Munder NetNet Fund issues
its shares of common stock in four classes: "Class A" Shares, "Class B" Shares,
"Class C" Shares and "Class Y" Shares. The Munder Future Technology Fund, the
Munder International NetNet Fund, the Munder Digital Economy Fund and Munder
Bio(Tech)/2/ Fund issues its shares of common stock in five classes: "Class A"
Shares, "Class B" Shares, "Class II" Shares, "Class K" Shares and "Class Y"
Shares. The Munder Fund of Funds issues its shares of common stock in three
classes: "Class A" Shares, "Class B" Shares and "Class Y" Shares. Shares of each
Class of a Fund shall represent an equal pro rata interest in such Fund, and
generally, shall have identical voting, dividend, liquidation and other rights,
preferences, powers, restrictions, limitations, qualifications, and terms and
conditions, except that: (a) each Class shall have a different designation; (b)
each Class may have a different sales charge structure; (c) each Class of shares
shall bear any Class Expenses, as defined below; (d) each Class shall have
exclusive voting rights on any matter submitted to shareholders that relates
solely to its arrangement and each Class shall have separate voting rights on
any matter submitted to shareholders in which the interests of one Class differ
from the interests of any other Class; and (e) each Class may have different
exchange and/or conversion features as described below.
Allocation of Expenses
----------------------
To the extent practicable, certain expenses (other than Class Expenses
as defined below which shall be allocated more specifically), shall be
subtracted from the gross income allocated to each Class of a Fund on the basis
of net assets of each Class of the Fund. These expenses include:
(1) Expenses incurred by the Company (for example, fees of Directors,
auditors, and legal counsel) not attributable to a particular Fund or to a
particular Class of shares of a Fund ("Company Level Expenses"); and
(2) Expenses incurred by a Fund not attributable to any particular
Class of the Fund's shares (for example, advisory fees, custodial fees, or other
expenses relating to the management of the Fund's assets) ("Fund Expenses").
Expenses attributable to a particular Class ("Class Expenses") shall be
limited to: (i) payments made pursuant to a Service Plan, Service and
Distribution Plan or Shareholder Servicing Plan; (ii) transfer agent fees
attributable to a specific Class; (iii) printing and postage expenses related to
preparing
<PAGE>
and distributing materials such as shareholder reports, prospectuses and proxies
to current shareholders of a specific Class; (iv) Blue Sky fees incurred by a
Class; (v) Securities and Exchange Commission registration fees incurred by a
Class; (vi) the expense of administrative personnel and services to support the
shareholders of a specific Class; (vii) litigation or other legal expenses
relating solely to one Class; and (viii) Directors' fees incurred as a result of
issues relating solely to one Class. Expenses in category (i) above must be
allocated to the Class for which such expenses are incurred. For all other
"Class Expenses" listed in categories (ii) - (viii) above, the President and
Chief Financial Officer shall determine, subject to Board approval or
ratification, which such categories of expenses will be treated as Class
Expenses, consistent with applicable legal principles under the Act and the
Internal Revenue Code of 1986, as amended, any private letter ruling with
respect to the Company issued by the Internal Revenue Service.
Therefore, expenses of a Fund shall be apportioned to each Class of
shares depending upon the nature of the expense item. Company Level Expenses and
Fund Expenses will be allocated among the Classes of shares based on their
relative net asset values. Approved Class Expenses shall be allocated to the
particular Class to which they are attributable. In addition, certain expenses
may be allocated differently if their method of imposition changes. Thus, if a
Class Expense can no longer be attributed to a Class, it shall be charged to a
Fund for allocation among Classes, as may be appropriate; however, any
additional Class Expenses not specifically identified above which are
subsequently identified and determined to be properly allocated to one Class of
shares shall not be so allocated until approved by the Board of Directors of the
Company in light of the requirements of the Act and the Internal Revenue Code of
1986, as amended.
Class A Shares
--------------
Class A Shares of a Fund are offered at net asset value plus, for Funds
other than the Money Market Fund, an initial sales charge as set forth in the
then-current prospectus of the Fund. The initial sales charge may be waived or
reduced on certain types of purchases as set forth in a Fund's then-current
prospectus. A contingent deferred sales charge may apply to certain redemptions
made within a specified period as set forth in the Fund's then-current
prospectus. Class A Shares of a Fund may be exchanged for Class A Shares of
another fund of the Company, The Munder Framlington Funds Trust or The Munder
Funds Trust subject to any sales charge differential.
Class A Shares of the Funds pay a Rule 12b-1 service fee of up to 0.25%
(annualized) of the average daily net assets of a Fund's Class A Shares.
Distribution and support services provided by brokers, dealers and other
institutions may include forwarding sales literature and advertising materials
provided by the Company's distributor; processing purchase, exchange and
redemption requests from customers placing orders with the Company's transfer
agent; processing dividend and distribution payments from the Funds of the
Company on behalf of customers; providing information periodically to customers
showing their positions in Class A Shares; providing sub-accounting with respect
to Class A Shares beneficially owned by customers or the information necessary
for sub-accounting; responding to inquiries from customers concerning their
investments in Class A Shares; arranging for bank wires; and providing such
other similar services as may reasonably be requested.
2
<PAGE>
Class B Shares
--------------
Class B Shares of the Funds are offered without an initial sales charge
but are subject to a contingent deferred sales charge payable upon certain
redemptions as set forth in the Fund's then-current prospectus. Class B Shares
of a Fund may be exchanged for Class B Shares of another fund of the Company,
The Munder Framlington Funds Trust or The Munder Funds Trust subject to any
sales charge differential.
For Class B Shares of a Fund purchased before November 8, 2000, such
Class B shares will automatically convert to Class A Shares of the Fund on the
first business day of the month on which the sixth anniversary of the issuance
of such Class B Shares occurs. The conversion will be effected at the relative
net asset values per share of the two classes.
For Class B Shares of a Fund purchased on or after November 8, 2000,
such Class B shares will automatically convert to Class A Shares of the Fund on
the first business day of the month on which the eighth anniversary of the
issuance of such Class B Shares occurs. The conversion will be effected at the
relative net asset values per share of the two classes.
Class B Shares pay a Rule 12b-1 service fee of up to 0.25% (annualized)
and a distribution fee of up to 0.75% (annualized) of the average daily net
assets of a Fund's Class B Shares. Brokers, dealers and other institutions may
maintain Class B shareholder accounts and provide personal service to Class B
shareholders. Services relating to the sale of Class B Shares may include, but
not be limited to, preparation, printing and distribution of prospectuses, sales
literature and advertising materials by the Company's distributor, or, as
applicable, brokers, dealer or other institutions; commissions, incentive
compensation or other compensation to, and expenses of, account executives or
other employees of the Company's distributor or brokers, dealers and other
institutions; overhead and other office expenses of the Company's distributor
attributable to distribution or sales support activities; and opportunity costs
related to the foregoing (which may be calculated as a carrying charge on the
Company's distributor unreimbursed expenses) incurred in connection with
distribution or sales support activities. The overhead and other office expenses
referenced above may include, without limitation, (a) the expenses of operating
the Company's distributor's offices in connection with the sale of the Class B
Shares of the Funds, including lease costs, the salaries and employee benefit
costs of administrative, operations and support personnel, utility costs,
communication costs and the costs of stationery and supplies, (b) the costs of
client sales seminars and travel related to distribution and sales support
activities, and (c) other expenses relating to distribution and sales support
activities.
Class C Shares
--------------
Class C Shares of the Funds are offered at net asset value. A
contingent deferred sales charge may apply to certain redemptions made within
the first year of investing as set forth in the relevant Fund's then-current
prospectus. Class C Shares of a Fund may be exchanged for Class C Shares or
Class II Shares of another fund of the Company, The Munder Framlington Funds
Trust and The Munder Funds Trust subject to any sales charge differential.
Class C Shares pay a Rule 12b-1 service fee up to 0.25% (annualized)
and a distribution fee of up to 0.75% (annualized) of the average daily net
assets of a Fund's Class C Shares. Brokers, dealers and other institutions may
maintain Class C shareholder accounts and provide personal services to Class C
shareholders. Services relating to the sale of Class C Shares may include, but
not be limited to, preparation, printing and distribution of prospectuses, sales
literature and advertising materials by the
3
<PAGE>
Company's distributor, or, as applicable, brokers, dealers or other
institutions; commissions, incentive compensation or other compensation to, and
expenses of, account executives or other employees of the Company's distributor
or brokers, dealers and other institutions; overhead and other office expenses
of the Company's distributor attributable to distribution or sales support
activities; and opportunity costs related to the foregoing (which may be
calculated as a carrying charge on the Company's distributor unreimbursed
expenses) incurred in connection with distribution or sales support activities.
The overhead and other office expenses referenced above may include, without
limitation, (a) the expenses of operating the Company's distributor's offices in
connection with the sale of the Class C Shares of the Funds, including lease
costs, the salaries and employee benefit costs of administrative, operations and
support personnel, utility costs, communication costs and costs of stationery
and supplies; (b) the costs of client sales seminars and travel related to
distribution and sales support activities, and (c) other expenses relating to
distribution and sales support activities.
Class Y Shares
--------------
Class Y Shares of a Fund are offered at net asset value. Class Y Shares
of a Fund may be exchanged for Class Y Shares of another fund of the Company,
The Munder Framlington Funds Trust or The Munder Funds Trust without the
imposition of a sales charge.
Class K Shares
--------------
Class K Shares of a Fund are offered at net asset value. Class K Shares
of a Fund may be exchanged for Class K Shares of another fund of the Company,
The Munder Framlington Funds Trust or The Munder Funds Trust without the
imposition of a sales charge.
Class K Shares pay a service fee of up to 0.25% (annualized) of the
average daily net assets of a Fund's Class K Shares. Services provided by
brokers, dealers and other institutions for such service fees include:
processing purchase, exchange and redemption requests from customers and placing
orders with the Company's transfer agent; processing dividend and distribution
payments from the Funds on behalf of customers; providing information
periodically to customers showing their positions in Class K Shares; providing
sub-accounting with respect to Class K Shares beneficially owned by customers or
the information necessary for sub-accounting; responding to inquiries from
customers concerning their investment in Class K Shares; arranging for bank
wires; and providing such other similar services as may reasonably be requested.
Class II Shares
---------------
Class II Shares of a Fund are offered at net asset value plus, an
initial sales charge as set forth in the then-current prospectus of the Fund.
The initial sales charge may be waived or reduced on certain types of purchases
as set forth in a Fund's then-current prospectus. A contingent deferred sales
charge may apply to certain redemptions made within a specified period as set
forth in a Fund's then-current prospectus. Class II Shares of a Fund may be
exchanged for Class II Shares or Class C Shares of another fund of the Company,
The Munder Framlington Funds Trust or The Munder Funds Trust subject to any
sales charge differential.
Class II Shares pay a Rule 12b-1 service fee up to 0.25% (annualized)
and a distribution fee of up to 0.75% (annualized) of the average daily net
assets of a Fund's Class II Shares. Brokers, dealers and other institutions may
maintain Class II shareholder accounts and provide personal services to Class II
shareholders. Services relating to the sale of Class II Shares may include, but
not be limited to,
4
<PAGE>
preparation, printing and distribution of prospectuses, sales literature and
advertising materials by the Company's distributor, or, as applicable, brokers,
dealers or other institutions; commissions, incentive compensation or other
compensation to, and expenses of, account executives or other employees of the
Company's distributor or brokers, dealers and other institutions; overhead and
other office expenses of the Company's distributor attributable to distribution
or sales support activities; and opportunity costs related to the foregoing
(which may be calculated as a carrying charge on the Company's distributor
unreimbursed expenses) incurred in connection with distribution or sales support
activities. The overhead and other office expenses referenced above may include,
without limitation, (a) the expenses of operating the Company's distributor's
offices in connection with the sale of the Class II Shares of a Fund, including
lease costs, the salaries and employee benefit costs of administrative,
operations and support personnel, utility costs, communication costs and costs
of stationery and supplies; (b) the costs of client sales seminars and travel
related to distribution and sales support activities, and (c) other expenses
relating to distribution and sales support activities.
5
