THE MUNDER FRAMLINGTON FUNDS TRUST
THE MUNDER FUNDS, INC.
480 Pierce Street
Birmingham, Michigan 48009
1-(800) 438-5789
November [9], 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,
JAMES C. ROBINSON
President
<PAGE>
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 [9], 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 and the
shareholders of the Munder International NetNet Fund, a series of The Munder
Funds, Inc. (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 ("HSBC") of Credit Commercial de France ("CCF"), 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 Munder
Framlington Funds Trust and the Board of Directors of The Munder Funds, Inc.
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.)
II. To transact such other business as may properly come before the Joint
Special Meeting.
The Board of Trustees of The Munder Framlington Funds Trust
and the Board Directors of The Munder Funds, Inc. 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 [9], 2000 Stephen J. Shenkenberg
Vice President and Secretary
<PAGE>
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 [9], 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:
Proposal Funds Affected
I. To consider and vote on approval or Munder Framlington Emerging Markets
disapproval of new sub-advisory Fund;
agreements on substantially the same Munder Framlington Global Financial
terms as the sub-advisory agreements Services Fund;
currently in effect (Shareholders of Munder Framlington Healthcare Fund;
each Fund will vote separately with Munder Framlington International
respect to the sub-advisory agreement Growth Fund; and
for their Fund) Munder International NetNet Fund
<PAGE>
II. To transact such other business as Munder Framlington Emerging Markets
may properly come before the Meeting Fund;
Munder Framlington Global Financial
Services Fund;
Munder Framlington Healthcare Fund;
Munder Framlington International
Growth Fund; and
Munder International NetNet Fund
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>
<S> <C> <C> <C> <C> <C> <C>
Name of Fund Class A Class B Class C Class Class K Class Y
II
Munder Framlington Emerging Markets Fund N/A
Munder Framlington Global Financial Services Fund N/A
Munder Framlington Healthcare Fund N/A
Munder Framlington International Growth Fund N/A
Munder International NetNet Fund N/A
</TABLE>
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>
<S> <C> <C> <C> <C> <C> <C>
Name of Fund Class A Class B Class C Class Class K Class Y
II
Munder Framlington Emerging Markets Fund N/A
Munder Framlington Global Financial Services Fund N/A
Munder Framlington Healthcare Fund N/A
Munder Framlington International Growth Fund N/A
Munder International NetNet Fund N/A
</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 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 the original acquisition of Framlington Holdings
Limited by MCM and CCF 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 approximately 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.
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 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 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 aggregate total of
$1,645,860.
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 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.
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.
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. to provide
proxy solicitation services for the Trust and the Company. The costs of
soliciting proxies in the accompanying form, including the fees paid to PFPC
Inc., will be borne by MCM and/or the Sub-Advisor and not the Trust or the
Company. In addition to solicitation by mail, proxies may be solicited by
Directors, officers and regular employees and agents of the Trust and/or the
Company without compensation. Brokerage firms and others will be reimbursed for
their expenses in forwarding proxy materials to the beneficial owners and
soliciting them to execute proxies.
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 and
at a single address 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.
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.
November [9], 2000 Stephen J. Shenkenberg
Vice President and Secretary
<PAGE>
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
<PAGE>
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 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.
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 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 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 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 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.
<PAGE>
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 FRAMLINGTON FUNDS TRUST
Dated: _____________, 2000 By:_______________________________
MUNDER CAPITAL MANAGEMENT
Dated: _____________, 2000 By:_______________________________
FRAMLINGTON OVERSEAS INVESTMENT
MANAGEMENT LIMITED
Dated: _____________, 2000 By:_______________________________
<PAGE>
Appendix A to Sub-Advisory Agreement
Annual Fees (as a Percentage
Funds of Average Daily Net Assets)
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 0.375%
Services Fund
<PAGE>
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.
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; and
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.
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 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.
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.
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.
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 has the meaning assigned to it by the IMRO
Realisable" 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.
<PAGE>
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 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.
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 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 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 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 "Munder International NetNet Fund" or any
derivative thereof or logo associated with that name is the valuable property of
the Company and the Sub-Adviser 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-Adviser 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.
<PAGE>
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:__________________________________
<PAGE>
Appendix A to Sub-Advisory Agreement
Annual Fees (as a Percentage of
Fund Average Daily Net Assets)
Munder International NetNet Fund 0.625%
<PAGE>
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 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
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 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.
<PAGE>
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.
<TABLE>
<S> <C> <C> <C> <C>
Name of Fund Name and Class Shares Percent of
Address of Owned Outstanding Shares
Record Owner of Class
Munder Framlington Emerging Markets Fund
Munder Framlington Global Financial Services Fund
Munder Framlington Healthcare Fund
Munder Framlington International Growth Fund
Munder International NetNet Fund
</TABLE>
<PAGE>
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:
Fund Rate
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%
<PAGE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED
MUNDER FRAMLINGTON EMERGING MARKETS FUND
VOTE ON PROPOSAL
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.
In their discretion, the proxyholders are authorized to vote
upon such other matters which may legally come before the
Meeting or any adjournments thereof.
_____ FOR _____ AGAINST _____ ABSTAIN
_______________________________________ ________________
_______________________________________ ________________
Signature [PLEASE SIGN WITHIN BOX] Date Signature
______________________
NOTE: If you own shares in more than one Fund please complete a
separate proxy for each Fund.
<PAGE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED
MUNDER FRAMLINGTON GLOBAL FINANCIAL SERVICES FUND
VOTE ON PROPOSAL
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.
In their discretion, the proxyholders are authorized to vote
upon such other matters which may legally come before the
Meeting or any adjournments thereof.
____ FOR ____ AGAINST ____ ABSTAIN
______________________________________ ________________
______________________________________ ________________
Signature [PLEASE SIGN WITHIN BOX] Date Signature
_____________________
NOTE: If you own shares in more than one Fund please complete a
separate proxy for each Fund.
<PAGE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED
MUNDER FRAMLINGTON HEALTHCARE FUND
VOTE ON PROPOSAL
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.
In their discretion, the proxyholders are authorized to vote
upon such other matters which may legally come before the
Meeting or any adjournments thereof.
_____ FOR ______ AGAINST _____ ABSTAIN
______________________________________ ________________
______________________________________ ________________
Signature [PLEASE SIGN WITHIN BOX] Date Signature
____________________
NOTE: If you own shares in more than one Fund please complete a
separate proxy for each Fund.
<PAGE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED
MUNDER FRAMLINGTON INTERNATIONAL GROWTH FUND
VOTE ON PROPOSAL
MUNDER FRAMLINGTON INTERNATIONAL GROWTH FUND SHAREHOLDERS
ONLY: Approval of the new Sub-Advisory Agreement between the
Munder Framlington Funds Trust, on behalf of the Munder
Framlington International Growth Fund, Munder Capital
Management and Framlington Overseas Investment Management
Limited.
In their discretion, the proxyholders are authorized to vote
upon such other matters which may legally come before the
Meeting or any adjournments thereof.
_____ FOR _____ AGAINST _____ ABSTAIN
______________________________________ ________________
______________________________________ ________________
Signature [PLEASE SIGN WITHIN BOX] Date Signature
____________________
NOTE: If you own shares in more than one Fund please complete a
separate proxy for each Fund.
<PAGE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED
MUNDER INTERNATIONAL NETNET FUND
VOTE ON PROPOSAL
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.
In their discretion, the proxyholders are authorized to vote
upon such other matters which may legally come before the
Meeting or any adjournments thereof.
_____ FOR _____ AGAINST _____ ABSTAIN
______________________________________ ________________
______________________________________ ________________
Signature [PLEASE SIGN WITHIN BOX] Date Signature
____________________
NOTE: If you own shares in more than one Fund please complete a
separate proxy for each Fund.
<PAGE>
