Exhibit 99(e)
MUNDER FUNDS, INC.
MUNDER FRAMLINGTON FUNDS TRUST
MUNDER SERIES TRUST
Form of Combined Distribution Agreement
June 13, 2003
WHEREAS, each of The Munder Funds, Inc. ("MFI"), The Munder Framlington
Funds Trust ("MFFT") and Munder Series Trust ("MST") (collectively, "Fund
Groups") engages in business as an open-end investment company and is registered
with the Securities and Exchange Commission ("SEC") as such under the Investment
Company Act of 1940, as amended ("1940 Act");
WHEREAS, shares of common stock or shares of beneficial interest ("Shares")
of the Fund Groups are currently divided into separate investment portfolios
("Funds");
WHEREAS, the Shares of the Funds are currently divided into one or more of
the following classes ("Classes"): Class A, Class B, Class C, Class II, Class K
and Class L;
WHEREAS, MFI, MFFT, The Munder Funds Trust ("MFT") and St. Clair Funds,
Inc. ("St. Clair") have entered into an Amended and Restated Distribution
Agreement dated May 15, 2001 ("Pre-Reorganization Agreement");
WHEREAS, MST has entered into an Distribution Agreement dated April 30,
2003 ("MST Agreement"), which was intended to replace the Pre-Reorganization
Agreement following the reorganization of all of the portfolios of MFI, MFFT,
MFT and St. Clair into corresponding series of MST;
WHEREAS, certain portfolios of MFI and MFFT did not receive sufficient
shareholder approval to be reorganized into series of MST; and
WHEREAS, the terms of the Pre-Reorganization Agreement and MST Agreement
are substantially similar in all material respects and the parties desire to
combine the two Agreements into a single Distribution Agreement applicable to
all Funds.
WHEREAS, each of the Fund Groups employs Funds Distributor, Inc.
("Distributor") as distributor of the Shares of which it is the issuer to
provide for the sale and distribution of the Shares;
NOW, THEREFORE, The Combined Distribution Agreement, as adopted on May 15,
2001, is hereby amended and restated in accordance with the following terms and
conditions:
1. Appointment of Underwriter. Upon the execution of this Combined
Distribution Agreement and in consideration of the agreements on your part
herein expressed and upon the
terms and conditions set forth herein, we hereby appoint you as a non-exclusive
sales agent for the Shares and agree that we will deliver such Shares as you may
sell. You agree to use your best efforts to promote the sale of Shares, but are
not obligated to sell any specific number of Shares. Nothing herein shall
preclude any Fund Group from appointing other agents for sales of the Funds'
Shares.
2. Independent Contractor. You will undertake and discharge your
obligations hereunder as an independent contractor and shall have no authority
or power to obligate or bind us by your actions, conduct or contracts except
that you are authorized to accept orders for the purchase or repurchase of the
Shares as our agent. You may appoint sub-agents or distribute through dealers
(pursuant to a Selling Agreement available from us upon request), your own sales
representatives or otherwise as you may determine from time to time, but this
Combined Agreement shall not be construed as authorizing any dealer or other
person to accept orders for sale or repurchase of Shares on our behalf or
otherwise act as our agent for any purpose.
3. Public Offering Price. Each Class of Shares of a Fund shall be offered
for sale to the public at the public offering price set forth in the then
current applicable prospectus ("Prospectus"). The public offering price will not
be less than the net asset value of the Shares, and may include a front-end
sales charge equal to a percentage of the net asset value of the Shares. Shares
may also be sold subject to a contingent deferred sales charge ("CDSC"), in such
amount and on such terms as set forth in the Prospectus. On each business day on
which the New York Stock Exchange is open for business, we will furnish you with
the net asset value of the Shares of each Class of each Fund which shall be
determined and become effective as of the close of regular trading on the New
York Stock Exchange on that day, as set forth in the Prospectus. The net asset
value so determined shall apply to all orders for the purchase of our Shares
received by dealers and you prior to such determination, and you are authorized
as our agent to accept orders and confirm sales at such net asset value plus any
applicable sales charge, provided that each dealer represents that it has
received its orders prior to the close of regular trading of the New York Stock
Exchange on the day on which the applicable net asset value is determined. In
all events, you shall forthwith notify all of the dealers comprising your
selling group of the effective net asset value as received from us. Should we at
any time calculate the net asset value more frequently than once each business
day, we agree to establish and you agree to follow procedures with respect to
such additional price or prices comparable to those set forth above in this
Section 3.
4. Sales Commission and Other Compensation. You shall be entitled to
collect a sales commission on the sale of Shares in the amount, if any, set
forth in the Prospectus, which amount shall be mutually agreed upon by us. For
Shares which are subject to a front-end sales charge, you shall be entitled to
collect, as all or part of your commission, the difference, if any, between the
net asset value and the public offering price of the Shares (subject to any
quantity or other discounts or waivers of commission as set forth in the
Prospectus). You may reallow to sub-agents or dealers all or part of such
commission, including payments exceeding your total sales commission, as you
shall deem advisable so long as any such payments are set forth in the
Prospectus to the extent required by all applicable securities laws. For Shares
that are subject to a CDSC, upon redemption of such Shares, you shall be
entitled to collect the CDSC in the amount and on the terms set forth in the
Prospectus. You shall also be entitled to collect any
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amounts authorized for payment to you or any service organization pursuant to
the Combined Distribution Plan. With respect to those Funds, and the classes of
Shares listed on Appendix B, the amount of the distribution-related fees payable
under the Combined Distribution Plan is hereby voluntarily limited as specified
in Appendix B, for an initial one year period. The voluntary limitation may be
continued from year to year thereafter, subject to approval by the Board of the
applicable Fund Group. If Shares sold by you or your appointed sub-agents or
dealers are redeemed or repurchased by the Fund (or by you as agent) within
seven (7) business days after the confirmation of the original Share purchase,
you shall forfeit any amount above the net asset value collected by you or your
appointed sub-agent or dealer with respect to such Shares.
5. Payment for Shares. At or prior to the time of delivery of any of the
Shares, you will pay or cause to be paid to our custodian, for the applicable
Fund's account, an amount in cash equal to the net asset value of such Shares.
In the event that you pay for Shares sold by you prior to your receipt of
payment from the purchaser, you are authorized to reimburse yourself for the net
asset value of such Shares when you receive payment.
6. Registration of Shares. No Shares of any Fund shall be registered on the
books of such Fund until (i) our transfer agent receives the purchase order
information and amount from (a) NSCC or any other authorized clearing agency or
(b) directly from the investor, and (ii) our custodian receives payment of the
amount specified. We will provide for the recording of all Shares purchased in
uncertificated form in "book accounts." We will not issue certificates for
Shares.
7. Purchases for Your Own Account. You shall not purchase the Shares for
your own account for purposes of resale to the public, but you may purchase
Shares for your own investment account upon written assurance that the purchase
is for investment purposes only and that the Shares will not be resold except
through redemption by us.
8. Allocation of Expenses.
(a) We will pay the expenses:
(i) Of the preparation of our audited and certified financial
statements to be included in any amendments to our Registration
Statements under the Securities Act of 1933 (the "1933 Act"),
including the Prospectuses and Statements of Additional
Information for the Funds included therein ("Registration
Statement");
(ii) Of the preparation, including legal fees and the setting of
type, and of printing all amendments or supplements to the
Registration Statement filed with the SEC, including the copies
of the Funds' Prospectuses and Statements of Additional
Information included in the amendments or supplements thereto,
other than those which arise from, are necessitated by, or are
related to your (including your "affiliates") activities where
such
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amendments or supplements result in expenses which we would not
otherwise have incurred;
(iii) Of the preparation, printing, and distribution of any
reports or communications to existing shareholders of each Fund,
including Prospectuses and Statements of Additional Information;
(iv) Of filing and other fees to federal, state or other
securities regulatory authorities necessary to register and
maintain registration of the Shares; and
(v) Of the transfer agent for the Funds, including all costs and
expenses in connection with the issuance, transfer and
registration of the Shares, including but not limited to any
taxes and other governmental charges in connection therewith.
(b) You will pay or be responsible for the expenses:
(i) Of the preparation, excluding legal fees and the setting of
type, and printing of all Amendments and supplements to the
Funds' Prospectuses and Statements of Additional Information,
which arise from, are necessitated by, or are related to your
(including your "affiliates") activities where those expenses
would not otherwise have been incurred by us;
(ii) Of printing additional copies, for use by you as sales
literature, of reports or other communications which we have
prepared for distribution to our existing shareholders; and
(iii) Incurred by you in advertising, promoting and selling the
Shares to the public, including the printing of Prospectuses and
Statements of Additional Information for such use.
9. Furnishing of Information. We will furnish to you such information with
respect to each Fund and its Shares, in such form and signed by such of our
officers as you may reasonably request, and we warrant that the statements
therein contained when so signed will be true and correct. We will also furnish
you with such information and will take such action as you may reasonably
request in order to qualify the Shares for sale to the public under the
securities laws of jurisdictions in which you may wish to offer them. We will
furnish you at least annually with audited financial statements of our books and
accounts certified by independent public accountants, and, from time to time,
with such additional information regarding our financial condition as you may
reasonably request.
10. Conduct of Business. Other than the Funds' Prospectuses and Statements
of Additional Information, you will not prepare or publish any sales material or
statements except literature or advertising which conforms to the requirements
of all applicable securities laws and
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regulations and which has been filed, where necessary, with the appropriate
regulatory authorities and approved in writing by us. You will furnish us with
copies of all such literature and advertising material prior to its use and no
such material shall be published if we reasonably and promptly object. You shall
comply with the applicable securities laws and regulations of the jurisdictions
in which the Shares are offered for sale and conduct your affairs with us and
with dealers, brokers or investors in accordance with the National Association
of Securities Dealers, Inc. ("NASD") Conduct Rules or any successor rules.
11. Other Activities. Your services pursuant to this Combined Distribution
Agreement shall not be deemed to be exclusive, and you may render similar
services and act as an underwriter, distributor or dealer for other investment
companies in the offering of their shares.
12. Term of Agreement. This Combined Distribution Agreement shall become
effective, with respect to each Fund, on the date each Fund commenced operations
(as specified in each Fund's Prospectus and financial statements) and shall
remain in effect for a period of two (2) years from such date. This Agreement
shall continue thereafter for periods not exceeding one (1) year if approved at
least annually (i) by a vote of a majority of the outstanding voting securities
of a Fund or by a vote of the Directors/Trustees of such Fund, cast at a meeting
called for the purpose of such approval, and (ii) by a vote of a majority of the
Directors/Trustees of such Fund who are not interested persons or parties to
this Combined Distribution Agreement (other than as Directors/Trustees of such
Fund), cast in person at a meeting called for the purpose of voting on such
approval.
This Combined Distribution Agreement: (i) may at any time be terminated,
with respect to any or all Funds, without the payment of any penalty, either by
vote of the Directors/Trustees of each Fund or by a vote of a majority of the
outstanding voting securities of each Fund with respect to such Fund, on sixty
(60) days' written notice to you; (ii) shall immediately terminate with respect
to all of the Funds in the event of its assignment or in the event your company
is no longer registered with the SEC or a member in good standing of the NASD;
and (iii) may be terminated with respect to any Fund by you on sixty (60) days'
written notice to us.
13. Suspension of Sales. We reserve the right at all times to suspend or
limit the public offering of the Shares or any class thereof upon written notice
to you, and to reject any order for the purchase of the Shares or any class
thereof in whole or in part.
14. Notices. Notices of any kind given to us under this Combined Agreement
by you shall be in writing and delivered to: Secretary of The Munder Funds, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, with a copy to ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire,
Dechert, ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, unless otherwise specified
to you by us. Notices of any kind given to you under this Agreement by us shall
be in writing and delivered to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Funds Distributor, Inc., ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, unless otherwise specified to us by you.
15. Miscellaneous. This Agreement shall be subject to the laws of the State
of Michigan and shall be interpreted and construed to further and promote the
operation of each Fund Group as an open-end investment company. As used herein
the terms "net asset value," "offering price," "investment company," "open-end
investment company," "assignment," "principal
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underwriter," "interested person," and "majority of the outstanding voting
securities," shall have the meanings set forth in the 1933 Act and the 1940 Act
and the rules and regulations thereunder.
16. Liability. Nothing herein shall be deemed to protect you against any
liability to us or to our securities holders to which you would otherwise be
subject by reason of your willful misfeasance, bad faith or gross negligence in
the performance of your duties hereunder, or by reason of your reckless
disregard of your obligations and duties hereunder.
17. Indemnification. We agree to indemnify and hold you harmless from and
against any and all losses, claims, damages or liabilities to which you may
become subject under the 1933 Act, the 1940 Act or any state securities statute,
and to reimburse you for any legal or other expenses reasonably incurred by you
in connection with any claim or litigation, whether or not resulting in any
liability, insofar as such losses, claims, damages, liabilities, or litigation
arise out of or are based upon any untrue statement or omission or alleged
untrue statement or omission of a material fact contained in the Registration
Statement, provided, however, that this indemnity shall not apply to any such
losses, claims, damages, liabilities, or litigation arising out of or based upon
any untrue statement or omission or alleged untrue statement or omission of a
material fact contained in the Registration Statement, which statement or
omission was made in reliance upon information furnished to us by you for
inclusion in the Registration Statement.
You agree to indemnify and hold us harmless from and against any and all
losses, claims, damages or liabilities to which we may become subject under the
1933 Act, the 1940 Act or any state securities statute, and reimburse us for any
legal or other expenses reasonably incurred by us in connection with any claim
or litigation, whether or not resulting in any liability, insofar as such
losses, claims, damages, liabilities, or litigation arise out of or are based
upon (i) any untrue statement or omission or alleged untrue statement or
omission of a material fact contained in the Registration Statement, which
statement or omission was made in reliance upon information furnished to us by
you for inclusion in the Registration Statement; (ii) any failure to deliver a
Prospectus in connection with the sale of Shares; (iii) any unauthorized use of
sales materials or any verbal or written misrepresentations or any unlawful
sales practices concerning the Shares by you, your agents, representatives or
employees, including your affiliates; and (iv) claims by your agents,
representatives or employees, including your affiliates for commissions, service
fees, or other compensation or remuneration of any type.
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If the foregoing meets with your approval, please acknowledge your
acceptance by signing each of the enclosed counterparts hereof and returning one
such counterpart to us, whereupon this shall constitute a binding agreement as
of the date first above written.
The Munder Funds, Inc.
The Munder Framlington Funds Trust
Munder Series Trust
on behalf of the Funds set forth in Appendix A
(as may be amended from time to time)
By: _____________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
Accepted:
Funds Distributor, Inc.
By: __________________________
Name: __________________________
Title: __________________________
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June 13, 2003
Appendix A
This Agreement applies to:
1. Liquidity Money Market Fund (formerly Liquidity Plus Money Market
Fund)
2. Munder Balanced Fund
3. Munder Bond Fund
4. Munder Cash Investment Fund
5. Munder Emerging Markets Fund (formerly Munder Framlington Emerging
Markets Fund)
6. Munder Future Technology Fund
7. Munder Healthcare Fund (formerly Munder Framlington Healthcare Fund)
8. Munder Index 500 Fund
9. Munder Institutional Government Money Market Fund
10. Munder Institutional Money Market Fund
11. Munder Intermediate Bond Fund
12. Munder International Bond Fund
13. Munder International Equity Fund
14. Munder International Growth Fund (formerly Munder Framlington
International Growth Fund)
15. Munder Large-Cap Value Fund (formerly Munder Equity Income Fund)
16. Munder Michigan Tax-Free Bond Fund
17. Munder Micro-Cap Equity Fund
18. Munder MidCap Select Fund
19. Munder Multi-Season Growth Fund
20. Munder NetNet Fund
21. Munder Power Plus Fund
22. Munder Real Estate Equity Investment Fund
23. Munder S&P MidCap Index Equity Fund (formerly Munder Institutional S&P
MidCap Index Equity Fund)
24. Munder S&P SmallCap Index Equity Fund (formerly Munder Institutional
S&P SmallCap Index Equity Fund)
25. Munder Small Company Growth Fund
26. Munder Small-Cap Value Fund
27. Munder Tax-Free Bond Fund
28. Munder Tax-Free Money Market Fund
29. Munder Tax-Free Short & Intermediate Bond Fund (formerly Munder
Tax-Free Short-Intermediate Bond Fund)
30. Munder U.S. Government Income Fund
31. Munder U.S. Treasury Money Market Fund
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June 13, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇
The distribution-related and service-related fees payable under the Combined
Distribution Plan are limited to the following amounts:
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Fund Class Y-2 Class Y-3
Shares Shares
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Distribution Service Distribution Service
------------ ------- ------------ -------
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Munder Institutional Money Market Fund 0.195% 0.25% 0.445% 0.25%
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Munder Institutional Government Money Market Fund 0.195% 0.25% 0.445% 0.25%
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