Exhibit 99h(8)
AMENDMENT TO THE
TRANSFER AGENCY AND REGISTRAR AGREEMENT
THIS AMENDMENT, dated as of March 16, 1999 is made to the Transfer Agency
Agreement[s] (the "Agreement[s]") between each of the Funds executing this
Amendment and listed on Exhibit 1 of this Amendment attached hereto and
incorporated herein (hereinafter individually and collectively referred to as
the "Fund") and FIRST DATA INVESTOR SERVICES GROUP, INC. ("Investor Services
Group").
1. Schedule A "Transfer Agent Fees" is deleted in its entirety and the
following new Schedule A is inserted in its place
2. Schedule B "Out-Of-Pocket Expenses" is deleted in its entirety and the
following new Schedule B is inserted in its place.
3. Schedule C "Duties of the Transfer Agent" is deleted in its entirety and
the following new Schedule C is inserted in its place.
This Amendment contains the entire understanding among the parties with respect
to the transactions contemplated hereby. To the extent that any provision of
this Amendment modifies or is otherwise inconsistent with any provision of the
prior agreements and related agreements, this Amendment shall control, but the
prior agreements and all related documents shall otherwise remain in full force
and effect.
IN WITNESS WHEREOF, each party has caused this Amendment to be executed by
its duly authorized representative on the date first stated above.
FIRST DATA INVESTOR SERVICES ST. CLAIR FUNDS, INC.
GROUP, INC.
By: /s/ Debelee ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
--------------------------- ---------------------------------------
Name: Debelee ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
------------------------- ------------------------------------
Title: SVP Title: Secretary and Assistant Treasurer
----------------------- ------------------------------------
THE MUNDER FRAMLINGTON THE MUNDER FUNDS TRUST
FUNDS TRUST
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
--------------------------- ---------------------------------------
Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
------------------------ ------------------------------------
Title: Secretary and Assistant Title: Secretary and Assistant Treasurer
------------------------ ------------------------------------
Treasurer
---------
THE MUNDER FUNDS, INC.
By: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
---------------
Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
---------------
Title: Secretary and Assistant Treasurer
----------------------------------
SCHEDULE A
TRANSFER AGENT'S FEES
---------------------
EFFECTIVE AS OF: MARCH 1, 1999
I NET NET FUND FEES:
Per Account Fee: $21.50 per open account per year
$2.00 per closed account per year
Other Fees: ▇▇▇ accounts will be charged $10.00 per global
account per annum (excluding Consumer's Energy
Group)
NSCC Transaction Charge is $.15 per financial
transaction
II ALL OTHER FUNDS' FEES:
Fund Complex Minimum* $90,000 per month
Asset Based Fees 2.00 Basis Points for assets less than 5 billion
1.50 Basis Points for assets 5 billion - 9 billion
1.51 Basis Points for assets greater than 9 billion
Other Fees: ▇▇▇ accounts will be charged $10.00 per global
account per annum (excluding Consumer's Energy
Group)
NSCC Transaction Charge is $.15 per financial
transaction
III SYSTEM ENHANCEMENTS:
Client defined system enhancements will be agreed
upon by the Transfer Agent and Munder Capital and
billed at a rate of $150.00 per hour. All
programming rates are subject to an annual 5%
increase after the one year anniversary of the
effective date of this Agreement.
* The Fund Complex minimum under Section II of Schedule A will apply to all
existing and any future funds offered by Munder Capital Management which are
services by the Transfer Agent with the exception of the Net Net Funds which
will be subject to the fees under Section I of Schedule A. The fees specified
herein may be adjusted at any time upon written agreement between the parties.
After March 1, 2000 the parties agree to review the fees charged for services
under this Agreement.
IV LOST SHAREHOLDER SEARCH/
REPORTING: $2.75 per account search*
The per account search fee shall be waived until
June 2000 so long as the Fund retains ▇▇▇▇▇
Tracers, Inc. ("KTI') to provide the Fund with
KTI's "in-Depth Research Program" services.
V PRINT MAIL PRICING SCHEDULE FOR SPECIAL MAILINGS FOR MUNDER GROUP OF FUNDS
This pricing is based on appropriate notification (standard of 30 day
notification) and scheduling for special mailings. Scheduling requirements
include having collateral arrive at agreed upon times in advance of deadlines.
Mailings which arise with shorter time frames and turns will be billed at a
maximum premium of 50% based on turn around requirements.
Work Order:
-----------
$30.00 per Workorder
Technical Support/Data Processing:
----------------------------------
$135.00 to create an admark tape
$10.00/K to zip +4 data enhance with $125.00 minimum
$80.00/hr for any data manipulation
$6.00/K combo charge
Admark & Machine Insert
-----------------------
#10, #11, 6x9
$62/K to admark envelope and machine insert 1 piece, with $125.00
min
$2.50/K for each additional insert
$38/K to admark only with $75.00 minimum
$25.00/▇ ▇▇▇▇ sort
9x12
$100/K to admark envelope and machine insert 1 piece, with
$125.00 min
$5.00/K for each additional insert
$38/K to admark only with $75.00 minimum
$0.08/K for each hand insert
Admark & Hand Insert
--------------------
#10, #11, 6x9
$0.08 for each hand insert
$25.00/▇ ▇▇▇▇ sort
9x12
$0.09 for each hand insert
$25.00/▇ ▇▇▇▇ sort
Pressure/Sensitive Labels:
--------------------------
$0.32 each to create, affix and hand insert 1 piece, with a
$75.00 minimum
$0.08 for each hand insert
$0.10 to affix labels only
$0.10 to create labels only
Legal Drop (Semi/Annual Reports; mailing ten plus pieces)
---------------------------------------------------------
$150.00 / compliant legal drop per job and processing fees
Create Mailing List:
--------------------
$0.40 per entry with $75.00 minimum
Presort Fee:
------------
$0.035 per piece
B. PRINT MAIL Pricing Schedule For Munder Group of Funds
Daily Work (Confirms):
----------------------
Hand: $71/K with $50.00 minimum (includes 1 insert)
$0.07/each additional insert
Machine: 42/K with $50.00 minimum daily (includes 1 insert)
$0.01/each additional insert
Daily Checks:
-------------
Hand: $71/K with $50.00 minimum (includes 1 insert)
$0.07/each additional insert
Machine: 42/K with $50.00 minimum daily (includes 1 insert)
$0.01/each additional insert
* There is a $3.00 charge for each 3606 Form sent.
Quarterly/Monthly Statements:
-----------------------------
Hand: $78/K with $50.00 minimum (includes 1 insert)
$0.08/each additional insert
$125/K for intelligent inserting
Machine: 52/K with $50.00 minimum daily (includes 1 insert)
$0.01/each additional insert
$58/K for intelligent inserting
Periodic Checks (i.e. dividend, ACW):
-------------------------------------
Hand: $91/K with $75.00 minimum (includes 1 insert)
$0.08/each additional insert
Machine: 52/K with $75.00 minimum daily (includes 1 insert)
$0.01/each additional insert
12B1/Dealer Commission Checks/Statements:
-----------------------------------------
$0.78/each envelope with $100.00 minimum
Printing Charges: (price ranges dependent on volumes)
------------------------------------------------------
$0.08/per confirm/statement/page
$0.10/per check
Folding (Machine):
------------------
$18K
Folding (Hand):
---------------
$.12 each
Presort Charge:
---------------
$0.035 per piece
Courier Charge:
---------------
$15.00 for each on call courier trip/or actual cost for on demand
Overnight Charge:
-----------------
$3.50 per package service charge plus Federal Express/Airborne
charge
Inventory Storage:
------------------
$20.00 for each inventory location as of the 15th of the month
Inventory Receipt:
------------------
$20.00 for each SKU / Shipment
Hourly work; special projects, opening envelopes, etc...
$24.00 per hour
Special Pulls
-------------
$2.50 per account pull
Boxes/Envelopes:
----------------
Shipping boxes $0.85 each
Oversized Envelopes $0.45 each
Forms Development/Programming Fee:
----------------------------------
$150.00/hour
Systems Testing:
----------------
$85.00/hour
Cutting Charges:
----------------
$10.00/K
VI Miscellaneous Charges. The Fund shall be charged for the following products
and services as applicable:
. Ad hoc reports
. ad hoc SQL time
. COLD Storage
. Digital Recording
. Microfiche/microfilm production
. Magnetic media tapes and freight
Pre-Printed Stock, including business forms, certificates, envelopes,
checks and stationary
SCHEDULE B
----------
OUT-OF-POCKET EXPENSES
EFFECTIVE AS OF: MARCH 1, 1999
1. Out of Pocket Expenses. The Fund shall reimburse the Transfer Agent monthly
for applicable out-of-pocket expenses, including, but not limited to the
following items:
. Postage - direct pass through to the Fund
. Telephone and telecommunication costs, including all lease, maintenance
and line costs
. proxy solicitations, mailings and tabulations
. Shipping, Certified and Overnight mail and insurance
. Terminals, communication lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
. Duplication services
. Banking Services
. Distribution and Redemption Check Issuance ($0.07 per item for PAR
System Clients)
. Courier services
. Federal Reserve charges for check clearance
. Overtime, as approved by the Fund
. Temporary staff, as approved by the Fund
. Travel and entertainment, as approved by the Fund
. Record retention, retrieval and destruction costs, including, but not
limited to exit fees charged by third party record keeping vendors
. Third party audit reviews
. Insurance
The Fund agrees that postage and mailing expenses will be paid on the day
of or prior to mailing as agreed with the Transfer Agent. In addition, the Fund
will promptly reimburse the Transfer Agent for any other unscheduled expenses
incurred by the Transfer Agent whenever the Fund and the Transfer Agent mutually
agree that such expenses are not otherwise properly borne by the Transfer Agent
as part of its duties and obligations under the Agreement.
SCHEDULE C
DUTIES OF THE TRANSFER AGENT
EFFECTIVE AS OF: MARCH 1, 1999
1. Shareholder Information. The Transfer Agent or its agent shall
-----------------------
maintain a record of the number of Shares held by each holder of record which
shall include name, address, taxpayer identification and which shall indicate
whether such Shares are held in certificates or uncertificated form, and if in
certificated form shall include certificate numbers and denominations;
historical information regarding the account of each Shareholder, including
dividends and distributions paid and the date and price for all transactions on
a Shareholder's account; any stop or restraining order placed against
Shareholder's account; any correspondence relation to the current maintenance of
a Shareholder's account; information with respect to withholdings; and, any
information required in order for the Transfer Agent to perform any calculations
contemplated or required by its Agreement with the Fund. The Transfer Agent
shall keep a record of all redemption checks and dividend checks returned by
postal authorities, and shall maintain such records as are required for the Fund
to comply with the escheat laws of any State or other authority; shall keep a
record of all redemption checks and dividend checks returned by the postal
authorities for the period of time they are the Transfer Agent of record and for
any records provided by and receipt acknowledged by both parties form any prior
Transfer Agent by means of a records certification letter; otherwise the
Transfer Agent is not responsible for the said records. The Transfer Agent shall
maintain such records as are required for The Fund to comply with the escheat
laws of any state or other authority for the period they are Transfer Agent. The
Fund will be responsible for notifying and instructing the Transfer Agent to
commence the escheatment process on their behalf, for any or all states.
2. Shareholder Services. The Transfer Agent or its agent will investigate
--------------------
all inquiries from Shareholders of the Fund relating to Shareholder accounts and
will respond to all communications from Shareholders and others relating to its
duties hereunder and such other correspondence as may from time to time be
mutually agreed upon between the Transfer Agent and the Fund.
3. Share Certificates.
------------------
(a) At the expense of the Fund, it shall supply the Transfer Agent or
its agent with an adequate supply of blank share certificates to meet the
Transfer Agent or its agent's requirements therefor. Such Share certificates
shall be properly signed by facsimile. The Fund agrees that, notwithstanding the
death, resignation, or removal of any officer of the Fund whose signature
appears on such certificates, the Transfer Agent or its agent may continue to
countersign certificates which bear such signatures until otherwise directed by
Written Instructions.
(b) The Transfer Agent or its agent shall issue replacement Share
certificates in lieu of certificates which have been lost, stolen or destroyed,
upon receipt by the Transfer Agent or its agent of properly executed affidavits
and lost certificate bonds, in form satisfactory to the Transfer Agent or its
agent, with the Fund and the Transfer Agent or its agent as obligees under the
bond.
(c) The Transfer Agent or its agent shall also maintain a record of
each certificate issued and/or canceled the number of Shares represented thereby
and the holder of record. With respect to Shares held in open accounts or
uncertificated form, i.e., no certificate being issued with respect thereto, the
Transfer Agent or its agent shall maintain comparable records of the record
holders thereof, including their names addresses and taxpayer identification.
The Transfer Agent or its agent shall further maintain a stop transfer record on
lost and/or replaced certificates.
4. Mailing Communications to Shareholders; Proxy Materials. The Transfer
-------------------------------------------------------
Agent or its agent will address and mail to Shareholders of the Fund, all
communicators by the Fund to such Shareholders, including without limitation,
confirmations of purchases and sales of Company shares, monthly statements, all
reports to Shareholders, dividend and distribution notices and proxy material
for the Fund's meetings of Shareholders. In connection with meetings of
Shareholders, the Transfer Agent or its Agent will prepare Shareholder lists,
mail and certify as to the mailing of proxy materials, process and tabulate
returned proxy cards, report on proxies voted prior to meetings, act as
inspector of election at meetings and certify Shares voted at meetings.
5. Sales of Shares.
---------------
(a) Issuance of Shares. Upon receipt of a purchase order from or on
------------------
behalf of an investor for the purchase of Shares and sufficient information to
enable the Transfer Agent to establish a Shareholder account (if it is a new
account) and to determine which class of Shares the investor wishes to purchase,
and after confirmation of receipt of payment in the form described in the
Prospectus relating to such Shares and shall prepare and mail the appropriate
confirmation in accordance with legal requirements.
(b) Suspension of Sale of Shares. The Transfer Agent or its agent
----------------------------
shall not be required to issue any Shares of the Fund where it has received a
Written Instruction from the Fund or official notice from any appropriate
authority that the sale of the Shares of the Fund has been suspended or
discontinued. The existence of such Written Instructions or such official notice
shall be conclusive evidence of the right of the Transfer Agent or its agent to
rely on such Written Instructions or official notice.
(c) Payment of Redemption Proceeds. The Transfer Agent shall, upon
------------------------------
receipt of the moneys paid to it by the Custodian for the redemption of Shares,
pay such moneys as are received form the Custodian, all in accordance with the
procedures described in the Written Instruction received by the Transfer Agent
from the Fund. It is understood that the Transfer Agent may arrange for the
direct payment of redemption proceeds to Shareholders by the Fund's Custodian in
accordance with such procedures and controls as are mutually agreed upon from
time to time by the Fund, the Transfer Agent and the Fund's Custodian.
The Transfer Agent shall not process or effect any redemption with
respect to Shares of the Fund after receipt by the Transfer Agent of
notification of the suspension of the determination of the net asset value of
the Fund, provided the Transfer Agent has had a reasonable time to act on such
notification.
7. Dividends.
---------
(a) Notice to Agent and Custodian. Upon the declaration of each
-----------------------------
dividend and each capital gains distribution by the Board of Directors of the
Fund with respect to Shares of the Fund, the Fund shall furnish or cause to be
furnished to the Transfer Agent or its agent a copy of a resolution of the
Fund's Board of Directors certified by the Secretary of the Fund setting forth
the date of the declaration of such dividend or distribution, the ex-dividend
date, the date of payment thereof, the record date as of which shareholders
entitled to payment shall be determined, the amount payable per Share to the
shareholders of record as of that date, the total amount payable to the Transfer
Agent or its agent on the payment date and whether such dividend or distribution
is to be paid in Shares of such class at net asset value.
On or before the payment date specified in such resolution of the
Board of Directors, the Custodian of the Fund will pay to the Transfer Agent
sufficient cash to make payment to the shareholders of record as of such payment
date.
After deducting any amount required to be withheld by any applicable
tax laws, rules and/or regulations and/or other applicable laws, the Transfer
Agent shall in accordance with the instructions in proper form from a
Shareholder and the provisions of the applicable dividend resolutions and
Prospectus issue and credit the Account of the Shareholder with Shares, or, if
the Shareholder so elects, pay such dividends or distributions in cash.
In lieu of receiving from the Fund's Custodian and paying to
Shareholders cash dividends or distributions, the Transfer Agent may arrange for
the direct payment of cash dividends and distributions to Shareholders by the
Fund's Custodian, in accordance with such procedures and controls as are
mutually agreed upon from time to time by and among the Fund, the Transfer Agent
and the Fund's Custodian.
The Transfer Agent shall prepare, file with the Internal Revenue
Services and other appropriate taxing authorities, and address and mail to
Shareholders such returns, forms and information relating to dividends and
distributions paid by the fund as are required to be so prepared, filed and
mailed by applicable laws, rules and/or resolutions. On behalf of the Fund, the
Transfer Agent shall mail certain requests for Shareholders' certifications
under penalties of perjury and pay on a timely basis to the appropriate Federal
authorities any taxes to
be withheld on dividends and distributions paid by the Fund, all as required by
applicable Federal tax laws and regulations.
(b) Insufficient Funds for Payments. If the Transfer Agent or its
-------------------------------
agent does not receive sufficient cash from the Custodian to make total dividend
and/or distribution payments to all shareholders of the Fund as of the record
date, the Transfer Agent or its agent will, upon notifying the Fund, withhold
payment to all Shareholders of record as of the record date until sufficient
cash is provided to the Transfer Agent or its agent.
8. Cash Management Services. Funds received by the Transfer Agent in
------------------------
the course of performing its services hereunder will be held in bank accounts
and/or fixed income investment accounts. With respect to funds maintained in
fixed income investment accounts, the Transfer Agent shall retain any interest
generated or earned. With respect to funds maintained in bank accounts, the
Transfer Agent shall retain any excess balance credits or excess benefits earned
or generated by or associated with such bank accounts or made available by the
institution at which such bank accounts are maintained after such balance
credits or benefits are first applied towards banking service fees charged by
such institution in connection with banking services provided on behalf of the
Fund.
9. Lost Shareholders. The Transfer Agent shall perform such services
-----------------
as are required in order to comply with Rules 17a-24 and 17Ad-17 of the 34 Act
(the Lost Shareholder Rules"), including, but not limited to those set forth
below. The Transfer Agent may, in its sole discretion, use the services of a
third party to perform the some or all such services.
(a) documentation of electronic search policies and procedures;
(b) execution of required searches;
(c) creation and mailing of confirmation letters;
(d) taking receipt of returned verification forms;
(e) providing confirmed address corrections in batch via electronic
media;
(f) tracking results and maintaining data sufficient to comply with
the Lost Shareholder Rules; and
(g) preparation and submission of data required under the Lost
Shareholder Rules.
10. Cooperation with Accountants. The Transfer Agent shall cooperate
----------------------------
with the Fund's independent public accountants and shall take all reasonable
action in the performance of its obligations under its agreement with the Fund
to assure that the necessary information is made available to such accountants
for the expression of their opinions as such as may be required by the Fund from
time to time.
11. Other Services. In accordance with the Prospectus and such
--------------
procedures and controls as are mutually agreed upon from time to time by and
among the Fund, the Transfer Agent and the Fund's Custodian, the Transfer Agent
shall (a) arrange for issuance of Shares obtained through (i) transfers of funds
from Shareholder's accounts at financial institutions, (ii) a pre-authorized
check plan, if any and (iii) a right of accumulation, if any; (b) arrange for
the exchange of Shares for shares of such other funds designated by the Fund
from time to time; and (c) arrange for systematic withdrawals from the account
of a Shareholder participating in a systematic withdrawal plan, if any.
Exhibit 1
Lists of Funds and Portfolios
THE MUNDER FUNDS TRUST ST. CLAIR FUNDS, INC.
---------------------- ---------------------
Munder Balanced Fund Munder Institutional S&P 500 Index Equity Fund
Munder Bond Fund Munder Institutional S&P MidCap Index Equity Fund
Munder Cash Investment Fund Munder Institutional S&P SmallCap Index
Equity Fund
Munder Growth & Income Fund Munder Institutional Short Term Treasury Fund
Munder Index 500 Fund Munder Institutional Money Market Fund
Munder Intermediate Bond Fund Liquidity Plus Money Market Fund
Munder Michigan Tax-Free Bond Fund Munder S&P 500 Index Equity Fund
Munder Small Company Growth Fund Munder S&P MidCap Index Equity Fund
Munder Tax-Free Bond Fund Munder S&P SmallCap Index Equity Fund
Munder Tax-Free Short-Intermediate Bond Fund Munder Foreign Equity Fund
Munder Tax-Free Money Market Fund Munder Aggregate Bond Index Fund
Munder U.S. Government Income Fund
Munder U.S. Treasury Money Market Fund
THE MUNDER FUNDS, INC.
----------------------
Munder All-Season Aggressive Fund
Munder All-Season Conservative Fund
Munder All-Season Moderate Fund
Munder Equity Selection Fund
Munder Financial Services Fund
Munder Growth Opportunities Fund
Munder International Bond Fund
Munder Micro-Cap Equity Fund
Munder Money Market Fund
Munder Multi-Season Growth Fund
Munder NetNet Fund
Munder Real Estate Equity Investment Fund
Munder Short Term Treasury Fund
Munder Small-Cap Value Fund
Munder Value Fund
THE MUNDER FRAMLINGTON FUNDS TRUST
----------------------------------
Munder Framlington Emerging Markets Fund
Munder Framlington Healthcare Fund
Munder Framlington International Growth Fund
Munder Framlington Global Financial Services Fund