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Exhibit 99(a)(21)
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 November
7, 2000 pursuant to Section 2-208 of Maryland General Corporate Law, did duly
reclassify as undesignated one hundred thousand (100,000) Class A shares, one
hundred thousand (100,000) Class B shares and one hundred thousand (100,000)
Class Y shares previously classified as shares for The Munder All-Season
Conservative Fund and did reclassify as undesignated one hundred thousand
(100,000) Class A shares, one hundred thousand (100,000) Class B shares and one
hundred thousand (100,000) Class Y shares previously classified as shares for
The Munder All-Season Moderate Fund, as follows:
<TABLE>
<CAPTION>
Shares Allocated by Class (in millions)
-----------------------------------------
<S> <C> <C> <C>
Name of Series A B Y
-------------- - - -
Munder All-Season Conservative Fund 0 0 0
Munder All-Season Moderate Fund 0 0 0
</TABLE>
; and further
SECOND: The shares of the Corporation authorized and classified
pursuant to Article First of these Articles Supplementary have been so
reclassified 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 3,885,600,000 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
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<TABLE>
<CAPTION>
Authorized
Shares by Class (in millions)
-----------------------------
<S> <C> <C> <C> <C> <C> <C>
Name of Series A B Y C K II
-------------- - - - - - --
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 All-Season
Aggressive Fund) 12.5 12.5 25 N/A N/A N/A
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>
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, (3,885,000,000) (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)
-----------------------------
<S> <C> <C> <C> <C> <C> <C>
Name of Series A B Y C K II
-------------- - - - - - --
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 All-Season
Aggressive Fund) 12.5 12.5 25 N/A N/A N/A
</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 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>
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 purchased prior to November 8,
2000 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"). Each Class B share of each Series purchased on or
after November 8, 2000, 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
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which the eighth anniversary of the issuance of the Class B shares
occurs (also, 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 two
sentences 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 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: November 20, 2000
THE MUNDER FUNDS, INC.
[CORPORATE SEAL]
By: /s/ Stephen J. Shenkenberg
--------------------------
Stephen J. Shenkenberg
Vice President and Secretary
Attest:
By: /s/ Libby E. Wilson
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Libby E. Wilson
Assistant Secretary
