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Exhibit 99(a)(20)
THE MUNDER FUNDS, INC.
ARTICLES SUPPLEMENTARY
THE MUNDER FUNDS, INC., a Maryland corporation registered as an open-end
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and having its principal office in the State of Maryland in
Baltimore City, Maryland (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: In accordance with procedures established in the Corporation's
Charter, the Board of Directors of the Corporation, by resolution dated August
8, 2000 pursuant to Section 2-208 of Maryland General Corporate Law, duly
changed the name of the Munder Health TechFund to the Munder Bio(Tech)2 Fund;
and further
SECOND: The shares of the Corporation authorized and classified pursuant
to Article First of these Articles Supplementary have been so classified by the
Board of Directors under the authority contained in the Charter of the
Corporation. The number of shares of capital stock of the various classes that
the Corporation has authority to issue has been established by the Board of
Directors in accordance with Section 2-105(c) of the Maryland General
Corporation Law.
THIRD: Immediately prior to the effectiveness of the Articles
Supplementary of the Corporation as hereinabove set forth, the Corporation had
the authority to issue six billion, three hundred million (6,300,000,000) shares
of Common Stock of the par value of $0.01 per share and having an aggregate par
value of sixty three million dollars ($63,000,000), of which the Board of
Directors has designated three billion, eight hundred and eighty five million
and six hundred thousand (3,885,600,000) (including 3,085,600,000 shares
previously designated) shares into Series and classified the shares of each
Series as follows:
Previously Classified Shares
----------------------------
Authorized Shares
Name of Series (in millions)
-------------- -------------
Munder Financial Services Fund 50
<TABLE>
<CAPTION>
Authorized
Shares by Class (in millions)
-----------------------------
Name of Series A B Y C K II
-------------- - - - - - --
<S> <C> <C> <C> <C> <C> <C>
Munder Multi-Season Growth Fund 10 60 50 10 50 N/A
Munder Money Market Fund 105 70 600 45 300 N/A
Munder Real Estate Equity Investment Fund 10 50 10 10 10 N/A
Munder Focus Growth Fund (formerly 10 20 40 20 10 10
Munder Equity Selection Fund)
Munder International Bond Fund 20 40 20 10 10 N/A
Munder Micro-Cap Equity Fund 10 15 10 10 10 N/A
Munder Small-Cap Value Fund 10 15 10 10 10 N/A
Munder Fund of Funds (formerly Munder 12.5 12.5 25 N/A N/A N/A
All-Season Aggressive Fund)
</TABLE>
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<TABLE>
<CAPTION>
Authorized
Shares by Class (in millions)
-----------------------------
Name of Series A B Y C K II
-------------- - - - - - --
<S> <C> <C> <C> <C> <C> <C>
Munder All-Season Conservative Fund 0.1 0.1 0.1 N/A N/A N/A
Munder All-Season Moderate Fund 0.1 0.1 0.1 N/A N/A N/A
Munder Growth Opportunities Fund 3.4 3.3 20 3.3 20 10
Munder Convertible Securities Fund 5 5 30 0 10 N/A
Munder NetNet Fund 115 115 65 80 N/A N/A
Munder Future Technology Fund 110 110 65 N/A 25 80
Munder International NetNet Fund 115 115 65 N/A 25 80
Munder HealthTech Fund 115 115 65 N/A 25 80
Munder Digital Economy Fund 115 115 65 N/A 25 80
</TABLE>
As amended hereby, the Corporation's Articles of Incorporation authorize
the issuance of six billion, three hundred million (6,300,000,000) shares of
Common Stock of the par value of $0.01 per share and having an aggregate par
value of sixty three million dollars ($63,000,000), of which the Board of
Directors has designated three billion, eight hundred and eighty five million
and six hundred thousand, (3,885,600,000) (3,885,600,000 including shares
previously designated) shares into Series and classified the shares of each
Series as follows:
Current Classification of Shares
--------------------------------
Authorized Shares
Name of Series (in millions)
-------------- -------------
Munder Financial Services Fund 50
<TABLE>
<CAPTION>
Authorized
Shares by Class (in millions)
-----------------------------
Name of Series A B Y C K II
-------------- - - - - - --
<S> <C> <C> <C> <C> <C> <C>
Munder Multi-Season Growth Fund 10 60 50 10 50 N/A
Munder Money Market Fund 105 70 600 45 300 N/A
Munder Real Estate Equity Investment Fund 10 50 10 10 10 N/A
Munder Focus Growth Fund (formerly 10 20 40 20 10 10
Munder Equity Selection Fund)
Munder International Bond Fund 20 40 20 10 10 N/A
Munder Micro-Cap Equity Fund 10 15 10 10 10 N/A
Munder Small-Cap Value Fund 10 15 10 10 10 N/A
Munder Fund of Funds (formerly Munder 12.5 12.5 25 N/A N/A N/A
All-Season Aggressive Fund)
Munder All-Season Conservative Fund 0.1 0.1 0.1 N/A N/A N/A
Munder All-Season Moderate Fund 0.1 0.1 0.1 N/A N/A N/A
Munder Growth Opportunities Fund 3.4 3.3 20 3.3 20 10
Munder Convertible Securities Fund 5 5 30 0 10 N/A
Munder NetNet Fund 115 115 65 80 N/A N/A
Munder Future Technology Fund 110 110 65 N/A 25 80
Munder International NetNet Fund 115 115 65 N/A 25 80
Munder Bio(Tech)/2/ Fund 115 115 65 N/A 25 80
Munder Digital Economy Fund 115 115 65 N/A 25 80
</TABLE>
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FOURTH: The preferences, rights, voting powers, restrictions, limitations
as to dividends, qualifications and terms and conditions of redemption of the
various classes of shares shall be as set forth in the Corporation's Articles of
Incorporation and shall be subject to all provisions of the Articles of
Incorporation relating to shares of the Corporation generally, and those set
forth as follows:
(a) The assets of each Class of a Series shall be invested in the same
investment portfolio of the Corporation.
(b) The dividends and distributions of investment income and capital gains
with respect to each class of shares shall be in such amount as may be
declared from time to time by the Board of Directors, and the dividends and
distributions of each class of shares may vary from the dividends and
distributions of the other classes of shares to reflect differing
allocations of the expenses of the Corporation among the holders of each
class and any resultant differences between the net asset value per share
of each class, to such extent and for such purposes as the Board of
Directors may deem appropriate. The allocation of investment income or
capital gains and expenses and liabilities of the Corporation among the
classes shall be determined by the Board of Directors in a manner it deems
appropriate.
(c) Class A shares of each Series and Class II shares of each Series
(including fractional shares) may be subject to an initial sales charge
pursuant to the terms of the issuance of such shares.
(d) The proceeds of the redemption of Class B shares, Class C shares and
Class II shares of each Series (including fractional shares) may be reduced
by the amount of any contingent deferred sales charge payable on such
redemption pursuant to the terms of the issuance of such shares.
(e) The holders of Class A shares, Class B shares, Class C shares and Class
II shares of each Series shall have (i) exclusive voting rights with
respect to provisions of any service plan or service and distribution plan
adopted by the Corporation pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (a "Plan") applicable to the respective class of the
respective Series and (ii) no voting rights with respect to the provisions
of any Plan applicable to any other class or Series of shares or with
regard to any other matter submitted to a vote of shareholders which does
not affect holders of that respective class of the respective Series of
shares.
(f)(1) Each Class B share of each Series, other than a share purchased
through the automatic reinvestment of a dividend or a distribution with
respect to Class B shares, shall be converted automatically, and without
any action or choice on the part of the holder thereof, into Class A shares
of that Series on the date that is the first business day of the month in
which the sixth anniversary of the issuance of the Class B shares occurs
(the "Conversion Date"). With respect to Class B shares issued in an
exchange or series of exchanges for shares of capital stock of another
investment company or class or series thereof registered under the
Investment Company Act of 1940 pursuant to an exchange privilege granted by
the Corporation, the date of issuance of the Class B shares for purposes of
the immediately preceding sentence shall be the date of issuance of the
original shares of capital stock.
(2) Each Class B share of a Series purchased through the automatic
reinvestment of a dividend or a distribution with respect to Class B shares
shall be segregated in a separate sub-account. Each time any Class B
shares in a shareholder's Fund account (other than those in the sub-
account) convert to Class A shares, an equal pro rata portion of the Class
B shares then in the sub-account shall also convert automatically to Class
A shares without any action or choice on the part of the holder thereof.
The portion shall be determined by the ratio that the shareholder's Class B
shares of a Series converting to Class A shares bears to the shareholder's
total Class B shares of that Series not acquired through dividends and
distributions.
(3) The conversion of Class B shares to Class A shares is subject to
the continuing availability of an opinion of counsel or a ruling of the
Internal Revenue Service that payment of
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different dividends on Class A and Class B shares does not result in the
Corporation's dividends or distributions constituting "preferential
dividends" under the Internal Revenue Code of 1986, as amended, and that
the conversion of shares does not constitute a taxable event under federal
income tax law.
(4) The number of Class A shares of a Series into which a share of
Class B shares is converted pursuant to paragraphs (f)(1) and (f)(2) hereof
shall equal the number (including for this purpose fractions of shares)
obtained by dividing the net asset value per share of the Class B shares of
the Series (for purposes of sales and redemptions thereof on the Conversion
Date) by the net asset value per share of the Class A shares of the Series
(for purposes of sales and redemptions thereof on the Conversion Date).
(5) On the Conversion Date, the Class B shares of a Series converted
into Class A shares will cease to accrue dividends and will no longer be
deemed outstanding and the rights of the holders thereof (except the right
to receive (i) the number of Class A shares into which the Class B shares
have been converted and (ii) declared but unpaid dividends to the
Conversion Date) will cease. Certificates representing Class A shares
resulting from the conversion need not be issued until certificates
representing Class B shares converted, if issued, have been received by the
Corporation or its agent duly endorsed for transfer.
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IN WITNESS WHEREOF, The Munder Funds, Inc. has caused these Articles
Supplementary to be signed in its name on its behalf by its authorized officers
who acknowledge that these Articles Supplementary are the act of the
Corporation, that to the best of their knowledge, information and belief, all
matters and facts set forth herein relating to the authorization and approval of
these Articles Supplementary are true in all material respects and that this
statement is made under the penalties of perjury.
Date: September 20, 2000
THE MUNDER FUNDS, INC.
[CORPORATE SEAL]
By: /s/ Stephen J. Shenkenberg
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Stephen J. Shenkenberg
Vice President and Secretary
Attest:
By: /s/ Libby E. Wilson
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Libby E. Wilson
Assistant Secretary
