Exhibit 99(h)(1)
ADMINISTRATION AGREEMENT
The Munder Funds, Inc.
The Munder Funds Trust
The Munder Framlington Funds Trust
St. Clair Funds, Inc.
The Munder @Vantage Fund
AGREEMENT, made this 1st day of June, 2002, by and among The Munder Funds,
Inc. ("Company"), on behalf of each of its series, The Munder Funds Trust
("Trust"), on behalf of each of its series, The Munder Framlington Funds Trust
("Framlington"), on behalf of each of its series, St. Clair Funds, Inc. ("St.
Clair"), on behalf of each of its series, The Munder @Vantage Fund ("@Vantage")
and Munder Capital Management ("Administrator"), a Delaware general partnership
("Agreement"). The Company, the Trust, Framlington, St. Clair and @Vantage are
hereinafter referred to together as the "Fund Parties," unless the circumstances
require otherwise.
WHEREAS, the Company and St. Clair are each Maryland corporations and the
Trust and Framlington are each Massachusetts business trusts and each Fund Party
is authorized to issue shares in multiple series as set forth in Schedule A, as
may be amended from time to time (each, a "Fund" and, collectively, the
"Funds");
WHEREAS, @Vantage is a Delaware business trust that issues shares of common
stock in a single series and class (also a "Fund");
WHEREAS, the Company, the Trust, Framlington and St. Clair are each
registered as open-end management investment companies under the Investment
Company Act of 1940, as amended ("1940 Act");
WHEREAS, @Vantage is registered as a closed-end management investment
company under the 1940 Act;
WHEREAS, the Fund Parties wish to contract with the Administrator to
provide certain administrative, accounting and compliance services with respect
to the Funds, and the Administrator is willing to perform such services;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the Fund Parties and the Administrator as
follows:
1. APPOINTMENT OF ADMINISTRATOR
The Fund Parties hereby appoint the Administrator to act as administrator
to the Funds for purposes of providing certain administrative, accounting and
compliance services for the period and on the terms set forth in this Agreement.
The Administrator accepts such appointment and agrees to render the services
stated herein.
In the event that a Fund Party establishes one or more series other than
the Funds listed on Schedule A hereto, with respect to which it wishes to retain
the Administrator to act as administrator hereunder, it shall notify the
Administrator in writing. Upon written acceptance by the Administrator, such
Fund shall become subject to the provisions of this Agreement to the same extent
as the existing Funds, except to the extent that such provisions (including
those relating to the compensation and expenses payable by the Funds) may be
modified with respect to each additional Fund in writing by the applicable Fund
Party and the Administrator at the time of the addition of the Fund.
2. DELIVERY OF DOCUMENTS
Each Fund Party will promptly deliver to the Administrator copies of each
of the following documents and all future amendments and supplements to each, if
any:
a. The charter document and by-laws;
b. The currently effective registration statements under the Securities
Act of 1933, as amended ("1933 Act"), and the ▇▇▇▇ ▇▇▇ and the current
prospectus(es) and statement(s) of additional information relating to
all Funds and all amendments and supplements thereto as in effect from
time to time;
c. Upon request, certified copies of the resolutions of the Boards of
Directors/Trustees of the Fund Parties ("Board") authorizing (1) each
Fund Party to enter into this Agreement and (2) certain individuals on
behalf of the Funds to (a) give instructions to the Administrator
pursuant to this Agreement and (b) sign checks and pay expenses; and
d. Such other certificates, documents or opinions that the Administrator
may, in its reasonable discretion, deem necessary or appropriate in
the proper performance of its duties.
3. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Fund Parties that:
a. It is a Delaware general partnership duly organized under the laws of
the State of Delaware;
b. It has the power and authority to carry on its business in the State
of Michigan;
c. All requisite actions have been taken to authorize it to enter into
and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to perform
its duties and obligations under this Agreement; and
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e. Its entrance into this Agreement shall not cause a material breach or
be in material conflict with any other agreement or obligation of the
Administrator or any law or regulation applicable to it.
4. REPRESENTATIONS AND WARRANTIES OF THE FUND PARTIES
The Fund Parties represent and warrant to the Administrator that:
a. The Company and St. Clair are each corporations, duly organized and
existing and in good standing under the laws of the State of Maryland.
b. The Trust and Framlington are each business trusts, duly organized and
existing and in good standing under the laws of the Commonwealth of
Massachusetts;
c. @Vantage is a business trust, duly organized and existing and in good
standing under the laws of the State of Delaware;
d. Each Fund Party has the power and authority under applicable laws and
by its charter and by-laws to enter into and perform this Agreement;
e. All requisite actions have been taken to authorize each Fund Party to
enter into and perform this Agreement;
f. Each Fund Party is an investment company registered under the 1940
Act;
g. A registration statement under the 1933 Act and the 1940 Act has been
filed with respect to each Fund and each registration statement is
effective and will remain effective during the term of this Agreement.
The Fund Parties also warrant to the Administrator that as of the
effective date of this Agreement, all necessary filings under the
federal securities laws and under the securities laws of the states in
which each Fund offers or sells its shares have been made;
h. No legal or administrative proceedings have been instituted or
threatened which would impair the ability of any Fund Party to perform
its duties and obligations under this Agreement;
i. Each Fund Party's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of that Fund Party or any law or regulation applicable to
it; and
j. As of the close of business on the date of this Agreement, the Company
and St. Clair are authorized to issue shares of capital stock and the
Trust, Framlington and @Vantage are authorized to issue an unlimited
amount of shares of beneficial interest.
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5. ADMINISTRATION SERVICES
a. The Administrator shall provide the services listed in Schedule B, in
each case, subject to the control, supervision and direction of the
respective Board of Directors/Trustees for each of the Fund Parties
and subject to any necessary review and comment by the Funds' auditors
and legal counsel and in accordance with procedures or policies that
may be established from time to time by and between the Fund Parties
and the Administrator and approved by the respective Board of
Directors/Trustees for each of the Fund Parties. The Administrator
shall provide all office facilities and the personnel required by it
to perform the services listed in Schedule B.
b. In performing its duties hereunder, the Administrator shall act in
accordance with the charters, by-laws, prospectus(es) and statement(s)
of additional information for each of the Fund Parties and with
instructions of the Board and will conform to and comply with the
requirements of the 1940 Act and all other applicable federal and
state laws and regulations, and will consult with legal counsel to the
Funds, as necessary and appropriate.
c. The Administrator is hereby authorized to retain third parties and is
hereby separately authorized to delegate all or some its duties and
obligations hereunder to such person or persons. The compensation of
such person or persons shall be paid by the Administrator, as
applicable, and no obligation shall be incurred on behalf of the Fund
Parties in such respect. The Administrator shall be liable to the Fund
Parties for the acts or omissions of such third parties as set forth
in Section 8 hereunder. The division of the Administrator's duties and
obligations hereunder between those to be delegated to a third party
and those to be performed by the Administrator shall be in the
Administrator's sole discretion and may be changed from time to time
by the Administrator. To the extent any of the obligations of the
Administrator is delegated to one or more third parties, the Fund
Parties agree to take or cause to be taken any actions reasonably
requested by the Administrator that may be necessary or appropriate in
connection with such delegation.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Fund Parties with respect to each
Fund such compensation for the Administrator's services provided pursuant to
this Agreement as may be agreed to from time to time in a written fee schedule
approved by the parties and initially set forth in Schedule A to this Agreement.
The fees are accrued daily and billed monthly and shall be due and payable upon
receipt of the invoice. Upon the termination of this Agreement before the end of
any month, the fee for the part of the month before such termination shall be
prorated according to the proportion which such part bears to the full monthly
period and shall be payable upon the date of termination of this Agreement. In
addition, the Funds shall reimburse the Administrator for its reasonable and
fully documented out-of-pocket costs incurred in connection with this Agreement.
The Fund Parties must notify the Administrator in writing of any contested
amounts within ninety (90) days of receipt of a billing for such amounts.
Disputed amounts are not due and payable while they are being investigated. In
the event of questions with respect to
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the calculation of the Administrator's fees hereunder or the billing of such
fees, the parties agree to present a report to the Board of the affected Fund(s)
at its next regularly scheduled meeting regarding the resolution of such
questions to the extent that the amounts involved are material to the affected
Fund(s).
Each Fund (or Fund Party, as applicable) will bear all expenses that are
incurred in its operation and not specifically assumed by the Administrator.
Expenses to be borne by each Fund (or Fund Party, as applicable), include, but
are not limited to:
a. Organizational expenses and costs of maintaining each Fund Party's
existence;
b. Cost of services of independent accountants and outside legal counsel
(including such counsel's review of the Fund Parties' registration
statement(s), proxy materials, federal and state tax qualification as
a regulated investment company and other reports and materials
prepared by the Administrator under this Agreement);
c. Cost of any services contracted for by the Fund Parties directly from
parties other than the Administrator and any sub-administrator;
d. Cost of trading operations and brokerage fees, commissions, transfer
fees and taxes in connection with the purchase and sale of securities
for the Fund Parties; bank wires, the costs associated with third
party foreign exchanges and items held in street name over record date
at the request of traders, and investment advisory fees;
e. Taxes, interest, insurance premiums, and other fees and expenses
applicable to its operation;
f. Costs incidental to any meetings of shareholders including, but not
limited to, legal and accounting fees, proxy filing fees (including
▇▇▇▇▇ filing fees, processing services and related fees) and the costs
of preparation (excluding preparation functions to be provided by the
Administrator under this Agreement as provided in Schedule B),
printing and mailing of any proxy materials;
g. Expenses of proxy solicitation, proxy tabulation and shareholder
meetings;
h. Costs incidental to Board meetings (excluding the costs of preparation
of the agenda and Board materials), but including fees and expenses of
Board members, legal and accounting fees;
i. The salary and expenses of any officer, Director/Trustee or employee
of the Fund Parties who is not an officer, director, shareholder or
employee of the Administrator (or sub-administrator), the investment
adviser, sub-adviser, transfer agent, custodian or distributor for any
Fund;
j. Costs incidental to the preparation (excluding preparation functions
to be provided by the Administrator under this Agreement as provided
in Schedule B),
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filing (including ▇▇▇▇▇ filing fees, processing services and related
fees), printing and distribution of the Fund registration statements
and any amendments thereto and shareholder reports;
k. Cost of typesetting, printing and distributing prospectuses and
statements of additional information provided to current shareholders
and for regulatory purposes as well as the cost of typesetting,
printing and distributing prospectuses and statements of additional
information to prospective and current shareholders of the Funds for
those classes of shares that have adopted a plan pursuant to Rule
12b-1 under the 1940 Act;
l. Cost of preparation (excluding preparation functions to be provided by
the Administrator under this Agreement as provided in Schedule B) and
filing of the Fund Parties' tax returns and the preparation of
financial statements, including the ones in the Form N-1A or N-2 (as
applicable), Form N-30D and Form N-SAR, and all notices, registrations
and amendments associated with applicable federal and state tax and
securities laws;
m. All applicable registration fees, qualification fees, and filing fees
(including levies, fines and other charges) required under federal and
state securities laws;
n. Cost of one or more independent pricing services used in computing the
net asset value of each Fund and class;
o. Fidelity bond and directors' and officers' liability insurance;
p. Costs and expenses of Fund Party stationery and forms;
q. Trade association dues and expenses; and
r. Any extraordinary expenses and other customary Fund Party expenses.
Each Fund Party agrees promptly to reimburse the Administrator for any
equipment and supplies specially ordered by or for that Fund Party through the
Administrator and for any other expenses not contemplated by this Agreement that
the Administrator may incur on the Fund Party's behalf, at the Fund Party's
request or with the Fund Party's consent.
7. INSTRUCTIONS AND ADVICE
At any time, the Administrator may apply to any authorized officer of the
Funds for instructions and may consult with outside counsel for the Funds or
with the independent accountants for the Funds at the expense of the Funds with
respect to any matter arising in connection with the services to be performed by
the Administrator under this Agreement. The Administrator shall not be liable,
and shall be indemnified by the Fund Parties, for any action taken or omitted by
it in good faith in reliance upon any written instructions or advice or upon
oral instructions or advice received from any authorized officer of the Funds,
its independent accountants or outside counsel, provided the Administrator can
produce sufficient contemporaneous evidence demonstrating receipt of such
instructions or advice. The
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Administrator shall not be held to have notice of any change of authority of any
person until receipt of written notice thereof from the applicable Fund Party.
Nothing in this paragraph shall be construed as imposing upon the Administrator
any obligation to seek such instructions or advice, or to act in accordance with
such advice when received.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall be responsible for the performance of only such
duties and services as are set forth in Schedule B of this Agreement and, except
as otherwise provided in Sections 5 and 6, shall have no responsibility for the
actions or activities of any other party, including other service providers.
The Administrator shall not be liable for any error of judgment or mistake
of law or for any loss, damage or expense suffered by a Fund Party, in
connection with the matters to which this Agreement relates, except for losses,
damages or expenses caused by or resulting from or attributable to (a) willful
misconduct, bad faith or negligence on the Administrator's part (or on the part
of any third party to whom the Administrator has delegated any of its duties and
obligations pursuant to Section 5(c) hereunder) in the performance of its (or
such third party's) obligations or duties or by reason of reckless disregard by
the Administrator (or by such third party) of its obligations and duties under
this Agreement (in the case of the Administrator) or under an agreement with the
Administrator (in the case of such third party) or, (b) subject to Section 20
below, the Administrator's (or such third party's) refusal or failure to comply
with the terms of this Agreement (in the case of the Administrator) or an
agreement with the Administrator (in the case of such third party) or (c) a
breach of any representation or warranty under this Agreement (in the case of
the Administrator) or under an agreement with the Administrator (in the case of
such third party). In no event shall the Administrator (or such third party) be
liable for any indirect, incidental, special or consequential losses or damages
of any kind whatsoever (including but not limited to lost profits or attorneys'
fees) under any provision of this Agreement or for any such damages arising out
of any act or failure to act hereunder, even if the Administrator (or such third
party) has been advised of the likelihood of such loss or damage and regardless
of the form of action. For purposes of this Section 8, the Administrator shall
include its officers and employees.
The Administrator will indemnify and hold harmless the Fund Parties and
their directors, trustees, officers, agents and nominees from and against any
and all claims, demands, actions and suits, and from and against any and all
judgments, liabilities, losses, damages, costs, charges, counsel fees and other
expenses of every nature and character caused by or resulting from or
attributable to the Administrator's willful misconduct, bad faith or negligence
in the performance of its obligations and duties under this Agreement or by
reason of its reckless disregard thereof.
Except to the extent that the Administrator may be held liable pursuant to
this Section 8, the Administrator shall be not be responsible for, and the Fund
Parties shall indemnify and hold harmless the Administrator and its officers,
directors, employees, agents and nominees from and against any and all claims,
demands, actions and suits, and from and against any and all judgments,
liabilities, losses, damages, costs, reasonable attorneys' fees and other
expenses, including, but not limited to, those arising out of or attributable
to:
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a. Any and all actions of the Administrator or its officers or employees
required to be taken pursuant to this Agreement;
b. The reasonable reliance on or use by the Administrator or its
officers, employees or agents of information, records, or documents
that are received by the Administrator or its officers, employees or
agents and furnished to it or them by third parties or on behalf of
the Fund Parties by third parties, and which have been prepared or
maintained by the Fund Parties or any third party on their behalf;
c. A Fund Party's refusal or failure to comply with the terms of this
Agreement or the Fund Party's lack of good faith, or its actions, or
lack thereof, involving negligence or willful misfeasance;
d. The breach of any representation or warranty of a Fund Party
hereunder;
e. The reliance on or the carrying out by the Administrator or its
officers or agents of any instructions or advice in accordance with
Section 7 hereof;
f. Any delays, inaccuracies, errors in or omissions from information of
data provided to the Administrator by data services, including data
services providing information in connection with any third party
computer system licensed to the Administrator, and by any corporate
action services, pricing services or securities brokers and dealers;
g. The offer or sale of shares by the Fund Parties in violation of any
requirement under the federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any
stop order or other determination or ruling by any federal agency or
any state agency with respect to the offer or sale of such shares in
such state (1) resulting from activities, actions, or omissions by the
Fund Parties or their other service providers and agents, or (2)
existing or arising out of activities, actions or omissions by or on
behalf of the Fund Parties prior to the effective date of this
Agreement;
h. Any failure of the Fund Parties' registration statements to comply
with the 1933 Act and the 1940 Act (including the rules and
regulations thereunder) and any other applicable laws, or any untrue
statement of a material fact or omission of a material fact necessary
to make any statement therein not misleading in a Fund's prospectus;
i. The actions taken by the Fund Parties (or their investment adviser,
sub-adviser or distributor) in compliance with applicable federal and
state securities, tax, commodities and other laws, rules and
regulations, or the failure to so comply; and
j. All actions, inactions, omissions, or errors caused by third parties
to whom the Fund Parties have assigned any rights and/or delegated any
duties under this Agreement at the specific request of or as required
by the Board of
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Directors/Trustees of the Fund Parties or a Fund's investments
adviser, sub-adviser, transfer agent, custodian or distributor.
The Fund Parties shall not be liable for any indirect, incidental, special
or consequential losses or damages of any kind whatsoever (including but not
limited to lost profits) even if the Fund Parties have been advised of the
likelihood of such loss or damage and regardless of the form of action, except
when the Fund Parties are required to indemnify the Administrator pursuant to
this Agreement.
With respect to any claim for indemnification under this Agreement, the
indemnifying party will be entitled to participate at its own expense in the
defense of any suit brought to enforce any liability subject to such
indemnification. In the event the indemnifying party elects to assume the
defense of any such suit and retain counsel, the indemnified party, or any of
its affiliated persons named as defendant or defendants in the suit, may retain
additional counsel but shall bear the fees and expenses of such counsel unless
(i) the indemnifying party has specifically authorized the retaining of such
counsel or (ii) the indemnified party shall have determined in good faith that
the retention of such counsel is required as a result of a conflict of interest.
Nothing in this Agreement is intended to limit, reduce, or otherwise affect
the duties, responsibilities, and liabilities of the Administrator in providing
services to the Funds under an investment advisory agreement by and between each
of the Fund Parties and the Administrator, in its capacity as investment adviser
to the Funds. The indemnification contained herein shall survive the termination
of this Agreement.
9. CONFIDENTIALITY; PRIVACY
The Administrator agrees that, except as otherwise required by law or in
connection with any disclosure required by law or applicable regulation, it will
keep confidential all records and information in its possession relating to the
Fund Parties or their shareholders or shareholder accounts and will not disclose
the same to any person except at the request or with the written consent of the
applicable Fund Party.
The Fund Parties and the Administrator each agree to take all steps
necessary to comply with applicable regulations protecting the privacy of
nonpublic personal financial information ("Information") of "consumers" and
"customers" of the Funds, as those terms are defined in Regulation S-P. To the
extent the Fund Parties provide the Administrator with any Information to
perform services or functions on their behalf, the Administrator agrees not to
disclose or use any such information for any purpose other than to carry out the
purposes for which the Funds disclosed the Information or as permitted by law in
the ordinary course of business to carry out those purposes. In the event that
the Administrator receives any such Information from the Funds, the
Administrator agrees to adopt policies and procedures that address
administrative, technical, and physical safeguards for the protection of
Information of consumers or customers of the Funds. The Administrator will seek
to include a similar provision in all agreements with third parties.
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10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Fund Parties assume full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
them.
In compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Administrator agrees that all records which it (or any third party
sub-administrator engaged by it) maintains for the Fund Parties shall at all
times remain the property of the respective Fund Party, shall be readily
accessible during normal business hours, and shall be promptly surrendered upon
the termination of the Agreement or otherwise on written request. The
Administrator further agrees that all records which it (or any third party
sub-administrator engaged by it) maintains for the Fund Parties pursuant to Rule
31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule
31a-2 under the 1940 Act unless any such records are earlier surrendered as
provided above. Records shall be surrendered in usable machine-readable form.
11. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Funds are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others. However, the Administrator may provide similar services for other
investment companies for which the Administrator does not also serve as the
investment adviser only with the Board's prior approval, which shall not be
unreasonably withheld. The Administrator shall be deemed to be an independent
contractor and shall, unless otherwise expressly provided herein or authorized
by the Fund Parties from time to time, have no authority to act or represent the
Fund Parties in any way or otherwise be deemed an agent of the Fund Parties.
12. DURATION, TERMINATION AND AMENDMENT
a. This Agreement shall become effective on the date first written above.
Unless sooner terminated as provided in this Section 12, this
Agreement shall continue in effect until one year after the date first
written above. Thereafter, if not terminated, this Agreement shall
continue automatically for successive terms of one year with respect
to each Fund Party (and its respective Funds), provided that such
continuance is specifically approved with respect to that Fund Party
at least annually:
(1) by a vote of a majority of those members of the Fund Party's
Board of Directors/Trustees who are not parties to this Agreement
or "interested persons" of such party; and
(2) by the Fund Party's Board of Directors/Trustees or by a vote of a
"majority of the outstanding voting securities" of the Fund
Party; provided, however, that this Agreement may be terminated
by a Fund Party at any time without the payment of any penalty,
by vote of a majority of the entire Board of Directors/Trustees
or a vote of a "majority of the outstanding voting securities" of
the Fund Party, on sixty (60) days prior written notice to the
Administrator or by the Administrator at any
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time, without the payment of any penalty, on sixty (60) days
prior written notice to the affected Fund Party or Fund Parties.
As used in this Agreement, the terms "majority of outstanding
voting securities" and "interested persons" shall have the same
meaning as such terms have in the 1940 Act.
b. Upon termination of this Agreement, the affected Fund Party or Fund
Parties on behalf of their respective Funds shall pay to the
Administrator such compensation and any reasonable and fully
documented and agreed upon out-of-pocket or other reimbursable
expenses which may become due or payable under the terms hereof as of
the date of termination or after the date that the provision of
services ceases, whichever is later.
c. Notwithstanding the above, this Agreement will terminate automatically
with respect to any Fund or Fund Party that is
(1) the acquired fund under any agreement and plan of reorganization
approved by the appropriate Board of Directors/Trustees and the
shareholders of that Fund or Fund Party; or
(2) liquidated in accordance with the terms of a plan of liquidation
approved by Board of Directors/Trustees and the shareholders of
that Fund or Fund Party, if applicable.
The termination of this Agreement with respect to such Funds or Fund
Parties will be effective on the closing date of the reorganization or
liquidation, as applicable.
d. Termination of this Agreement with respect to any given Fund shall in
no way affect the continued validity of this Agreement with respect to
any other Fund.
e. This Agreement may be modified or amended from time to time by mutual
written agreement of the parties hereto.
13. NOTICES
Any notice or other communication authorized or required by this Agreement
to be given to either party shall be in writing and deemed to have been given
when delivered in person or by confirmed facsimile, or posted by certified mail,
return receipt requested, to the following address (or such other address as a
party may specify by written notice to the other): if to the Fund Parties: c/o
Munder Capital Management, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn:
General Counsel, fax: (▇▇▇) ▇▇▇-▇▇▇▇; if to the Administrator: Munder Capital
Management, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: General Counsel, fax:
(▇▇▇) ▇▇▇-▇▇▇▇.
14. NON-ASSIGNABILITY
Except for an assignment to a subsidiary or affiliate of the Administrator,
this Agreement shall not be assigned by the Administrator without the prior
consent of the Fund Parties, although
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the Administrator may, without the prior consent of the Fund Parties, retain
third parties and delegate to those third parties all or some of its duties and
obligations under this Agreement.
15. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the
Fund Parties and the Administrator and their respective successors and permitted
assigns.
16. ENTIRE AGREEMENT
This Agreement, together with any written agreement of the parties entered
into from time to time pursuant to Section 8, shall contain the entire
understanding between the parties hereto with respect to the subject matter
hereof and supersede all previous representations, warranties or commitments
regarding the services to be performed hereunder whether oral or in writing.
17. WAIVER
The failure of a party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver, nor shall it deprive
such party of the right thereafter to insist upon strict adherence to that term
or any term of this Agreement. Any waiver must be in writing signed by the
waiving party.
18. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the balance
of the Agreement shall remain in effect, and if any provision is inapplicable to
any person or circumstance, it shall nevertheless remain applicable to all other
persons and circumstances.
19. GOVERNING LAW
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of Michigan.
20. FORCE MAJEURE
In the event the Administrator is unable to perform its obligations or
duties under the terms of this Agreement because of any act of God, strike,
riot, act of war, act of terrorism, equipment failure, power failure or damage
or other causes reasonably beyond its control, the Administrator shall not be
liable for any loss, damage, cost, charge, counsel fee, payment, expenses or
liability to any other party (whether or not a party to this Agreement)
resulting from such failure to perform its obligations or duties under this
Agreement or otherwise from such causes. This provision, however, shall in no
way excuse the Administrator from liability to the Funds for any and all losses,
damages, costs, charges, counsel fees, payments and expenses, except for any
indirect, incidental, special or consequential losses or damages of any kind
whatsoever (including but not limited to lost profits), incurred by the Funds
due to the non-performance or delay in performance by the Administrator of its
duties and obligations under this Agreement if such non-performance or delay in
performance could have been reasonably
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prevented by the Administrator through back-up systems and other procedures
commonly employed by other administrators in the mutual fund industry, provided
that the Administrator shall have the right, at all times, to mitigate or cure
any losses.
21. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
The Munder Funds, Inc. Munder Capital Management
The Munder Funds Trust
The Munder Framlington Funds Trust
St. Clair Funds, Inc.
The Munder @Vantage Fund
on behalf of the Funds set forth in Schedule A
(as may be amended from time to time)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------- ---------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary Title: Chief Administrative Officer
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SCHEDULE A
Fees and Expenses
Funds
-----
The Munder Funds, Inc.
Munder Bio(Tech)/2/ Fund
Munder Fund of Funds
Munder Future Technology Fund
Munder Large-Cap Value Fund
Munder Large-Cap Growth Fund
Munder Micro-Cap Equity Fund
Munder MidCap Select Fund
Munder Multi-Season Growth Fund
Munder NetNet Fund
Munder Power Plus Fund
Munder Real Estate Equity Investment Fund
Munder Small-Cap Value Fund
Munder International Bond Fund
Munder Money Market Fund
The Munder Framlington Funds Trust
Munder Framlington Emerging Markets Fund
Munder Framlington Healthcare Fund
Munder Framlington International Growth Fund
The Munder Funds Trust
Munder Balanced Fund
Munder Bond Fund
Munder Index 500 Fund
Munder International Equity Fund
Munder Intermediate Bond Fund
Munder Michigan Tax-Free Bond Fund
Munder Small Company Growth Fund
Munder Tax-Free Bond Fund
Munder Tax-Free Short-Intermediate Bond Fund
Munder Cash Investment Fund
Munder Tax-Free Money Market Fund
Munder U.S. Government Income Fund
Munder U.S. Treasury Money Market Fund
St. Clair Funds, Inc.
Munder Institutional S&P 500 Index Equity Fund
Munder Institutional S&P MidCap Index Equity Fund
Munder Institutional S&P SmallCap Index Equity Fund
Munder Institutional Money Market Fund
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Munder Institutional Government Money Market Fund
Liquidity Plus Money Market Fund
The Munder @Vantage Fund
Fees
----
I. Standard Basis Point Fees
ANNUAL FEES - RETAIL FUNDS
First $2.8 Billion of Funds' Net Assets 14.10 Basis Points
Next $2.2 Billion of Funds' Net Assets 13.10 Basis Points
Next $5.0 Billion of Funds' Net Assets 12.90 Basis Points
Next $2.5 Billion of Funds' Net Assets 8.00 Basis Points
Thereafter 7.00 Basis Points
Per Fund Minimum $75,000
The retail funds complex minimum fee will be calculated by multiplying the per
fund minimum fee by the number of retail funds. Munder Capital will charge the
greater of the retail complex basis point fee or the retail complex minimum fee.
ANNUAL FEES - INSTITUTIONAL FUNDS (All St. Clair Funds, Inc. portfolios except
Liquidity Plus Money Market Fund)
First $3 Billion of Funds' Net Assets 5.10 Basis Points
Next $3 Billion of Funds' Net Assets 4.90 Basis Points
Thereafter 4.65 Basis Points
Annual Complex Minimum None
The foregoing fees shall not exceed, between June 1, 2002 and May 31, 2003, the
sum of (a) $3.9 million and (b) the standard basis point and complex minimum
fees payable to the Funds' sub-administrators. The basis point fees are annual
charges billed and payable monthly based on average monthly net assets. Basis
point fees will be calculated on a complex basis and allocated as a percentage
of each Funds' average net assets.
II. Leverage Fee
An additional fee of $10,000 will be charged to each Fund for leverage
monitoring and additional financial statement preparation required for Funds
that utilize leverage.
III. Special Services
Fees for activities of a non-recurring nature such as fund consolidations or
reorganizations, extraordinary security shipments and the preparation of special
reports will be subject to negotiation. Fees for self-directed securities
lending transactions, non-standard ▇▇▇▇▇▇ financial
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reporting, Gateway reporting system, master/feeder accounting and other special
items will be negotiated separately. New funds added to the family will be
separately negotiated.
IV. Payment
The above fees will be charged against the Funds' custodian checking account
five (5) days after the invoice is delivered to the Funds' offices, unless
otherwise instructed. If instructed otherwise, all open invoices in excess of 10
days after the invoice is mailed will accrue interest daily at the Fed Funds
Rate.
THE MUNDER FUNDS, INC. MUNDER CAPITAL MANAGEMENT.
THE MUNDER FUNDS TRUST
THE MUNDER FRAMLINGTON FUNDS TRUST
ST. CLAIR FUNDS, INC.
MUNDER @VANTAGE FUND
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------- --------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary Title: Chief Administrative Officer
Date: June 1, 2002 Date: June 1, 2002
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SCHEDULE B
Services
The Administrator shall provide the services below, in each case, subject to the
respective control, supervision and direction of the respective Board of
Directors/Trustees for each of the Fund Parties and subject to any necessary
review and comment by the Funds' auditors and legal counsel and in accordance
with procedures which may be established from time to time by and between the
Fund Parties and the Administrator and approved by the respective Board of
Directors/Trustees for each of the Fund Parties.
General
a. Provide operational management, including development of guidelines
and procedures to improve overall compliance by the Funds and their
various agents and coordination of communication between, and
monitoring of reports submitted by, the various service providers.
b. Subject to supervision of the respective Board of Directors/Trustees
for each of the Fund Parties, propose and carry out policies directed
at operational problem inquiry and resolution concerning actual or
potential compliance violations, valuation of complex securities,
securities trading in problematic markets or correction of pricing
errors.
c. Furnish officers for the Funds, subject to Board approval.
d. Prepare reports relating to the business and affairs of the Funds as
may be mutually agreed upon and not otherwise prepared by the Funds'
investment adviser, sub-adviser, transfer agent, distributor,
custodian, legal counsel or independent accountants.
e. Provide consultation on regulatory matters relating to portfolio
management, Fund operations and any potential changes in the Funds'
investment policies, operations or structure.
f. Prepare statistical and research data and reports, as required.
g. Respond to, or refer to the Funds' officers or transfer agent,
shareholder inquiries relating to the Funds, including responding to
telephone inquiries and written correspondence. Create and maintain a
website to provide account and fund-related information to Fund
shareholders.
h. For new Funds, obtain Employer or Taxpayer Identification Number and
CUSIP numbers, as necessary. Estimate organization costs and expenses
and monitor against actual disbursements.
i. Assist with the administration of financing related to any
Distribution and Service Plan or Service Plan, whether or not adopted
under Rule 12b-1.
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j. Periodically review Board of Directors/Trustees deferred compensation
plan and statements being sent to them under the deferred compensation
plan.
Monitoring Service Providers
a. Coordinate and manage the work relationships among all service
providers to the Fund Parties.
b. Negotiate and oversee service provider contracts, including, but not
limited to, securities lending, sub-administration, sub-accounting,
networking, and fund supermarket agreements.
c. Act as liaison to legal counsel to the Funds and, where applicable, to
legal counsel to the independent members of the Board.
d. Make such reports and recommendations to the Board concerning the
performance and fees of the Funds' investment adviser, sub-adviser,
sub-administrator, transfer agent, distributor and custodian as the
Board may reasonably request or deems appropriate.
e. Make such reports and recommendations to the Board concerning the
performance of the independent accountants as the Board may reasonably
request.
Fund Accounting
a. Oversee the determination and publication of the net asset value of
each Fund and class in accordance with the valuation procedures and
policies adopted from time to time by the Board.
b. Account for dividends and interest received and distributions made by
the Funds.
c. Prepare daily trial balances.
d. Maintain general investment ledger and capital stock accounts and
provide selected general ledger reports, portfolio transactions,
position and income reports.
e. Calculate, submit for review by officers of the Funds, and arrange for
the payment of fees to the Funds' investment adviser, sub-adviser,
sub-administrator, transfer agent, distributor and custodian.
f. Prepare and manage expense budgets for each of the Fund Parties.
g. Review calculation of, submit for approval by officers of the Funds
and arrange for payment of the expenses of each of the Funds.
h. Prepare Fund and class expense projections, establish accruals and
review on a periodic basis, including expenses based on a percentage
of average daily net
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assets (e.g. advisory, sub-advisory and administrative fees) and
expenses based on actual charges annualized and accrued daily (audit
fees, registration fees, directors/trustees' fees, etc.).
i. Arrange for and monitor, if directed by the appropriate officers of
the Fund Parties, the payment of the each Fund Party's and each Fund's
or class' expenses (pursuant to each Fund Party's Rule 18f-3 plan).
j. Prepare performance information calculated in accordance with
applicable federal securities law standards and furnish to each of the
Fund Parties, or others (including external databases) as directed by
the Fund Parties, such information as may be reasonably requested.
k. Provide index and other benchmark performance information to each of
the Fund Parties as may be reasonably requested.
l. Provide domestic and/or international reports, as mutually agreed
upon.
Financial and Tax Reporting
a. Consult with the Funds' officers, independent accountants, legal
counsel, investment adviser, sub-adviser, transfer agent, distributor
and custodian, as appropriate, in establishing the accounting policies
of the Funds.
b. Prepare federal, state and local income tax returns for each of the
Fund Parties, for review by the Funds' independent accountants and
filing by the Funds' treasurer and coordinate the independent
accountant's annual audit of the Fund Parties. Prepare and file
Federal Excise Tax Return (Form 8613). Obtain all information
concerning foreign tax filings prepared and filed in foreign
jurisdictions with respect to the Funds.
c. Prepare, for review by an officer of and legal counsel for the Funds,
periodic financial reports required to be filed with the Securities
and Exchange Commission ("SEC") on Form N-30D, Form N-SAR and
financial information required by Form N-1A or N-2 (as applicable) and
such other reports, forms or filings as may be mutually agreed upon.
d. Prepare, for review and approval by officers of the Funds, financial
information for the Funds' semi-annual and annual reports, proxy
statements and other communications required to be sent to Fund
shareholders, and coordinate and arrange for the printing and
dissemination of such reports and communications to shareholders.
e. Review implementation of any dividend reinvestment programs authorized
by the Board.
- 19 -
f. Calculate dividend and capital gains distributions in accordance with
policies detailed in the prospectus(es) and statement(s) of additional
information for the Funds. Assist in making final determinations of
distribution amounts.
g. Estimate and recommend dividend and capital gain distributions
necessary for each Fund to avoid the excise tax on undistributed
income of a regulated investment company ("RIC") under Section 4982 of
the Internal Revenue Code of 1986, as amended ("Code").
h. Provide Form 1099-MISC to persons other than corporations (i.e.,
Directors/Trustees) to whom a Fund Party paid more than $600 during
the year.
Portfolio Compliance
a. Monitor and periodically test each Fund's compliance with investment
restrictions (e.g., issuer or industry diversification, concentration,
etc.) listed in the current prospectus(es) and statement(s) of
additional information.
b. Monitor and periodically test, including on required quarterly testing
dates, each Fund's compliance with the requirements of Section 851 of
the Internal Revenue Code and applicable Treasury Regulations for
qualifications as a RIC.
c. Monitor each investment adviser and sub-adviser's compliance with
Board directives such as Rule 10f-3, Rule 17a-7, and Rule 17e-1
procedures and Rule 12d3-1 compliance, if applicable.
d. Mail quarterly requests for "Securities Transaction Reports" to all
"access persons" under the terms of the Fund Parties' code of ethics
and SEC regulations.
e. Prepare, distribute and utilize in compliance training sessions,
comprehensive compliance materials, including compliance manuals and
checklists, subject to review and comment by the Funds' legal counsel
and develop and assist in developing guidelines and procedures to
improve overall compliance by the Fund Parties and their various
agents.
Regulatory Affairs and Corporate Governance
a. Oversee the maintenance by the Funds' custodian of certain books and
records of the Funds as required under Rule 31a-1(b) of the 1940 Act.
b. Maintain a general corporate calendar for each of the Fund Parties
and, with respect to each Fund, create and maintain all records
required by Section 31 of the 1940 Act and Rules 31a-1 and 31a-2
thereunder, except those records that are maintained by the Funds'
investment adviser, sub-adviser, transfer agent, distributor and
custodian.
c. Prepare, update and maintain copies of documents, such as charter
documents, by-laws and foreign qualification filings.
- 20 -
d. Maintain copies of the charters and by-laws of the Fund Parties.
e. File annual and semi-annual shareholder reports with the appropriate
regulatory agencies; review text of "President's letters" to
shareholders and "Management's Discussion of Fund Performance" (which
shall also be subject to review by the Funds' counsel).
f. Subject to review and comment by the Funds' legal counsel, prepare
agenda and background materials for Board meetings, make presentations
where appropriate, prepare minutes and follow-up on matters raised at
Board meetings.
g. Organize, attend and prepare minutes of shareholder meetings.
h. Review and monitor the fidelity bond and errors and omissions
insurance coverage and the submission of any related regulatory
filings.
i. Establish procedures pursuant to federal laws and regulations as
necessary to monitor for and prevent the use of the Funds for money
laundering or other illegal purposes and make appropriate reports to
the Board concerning the foregoing.
j. Maintain continuing awareness of significant emerging regulatory and
legislative developments that may affect the Funds, update the Board
and the investment adviser on those developments and provide related
planning assistance where requested or appropriate.
k. Counsel and assist the Fund Parties in the handling of routine
regulatory examinations and work closely with the Funds' legal counsel
in response to any non-routine regulatory matters.
l. Prepare required documentation and make filings with the applicable
state securities administrators at the specific direction of the Funds
and in accordance with the securities laws of each jurisdiction in
which Fund shares are to be offered or sold pursuant to instructions
given to the Administrator by the Funds. Such filings include, but are
not limited to:
(1) a Fund's initial notices, the prospectus(es) and statement(s) of
additional information and any amendments or supplements thereto
where required;
(2) renewals and amendments to registration statements where
required;
(3) a Fund's sales reports where required;
(4) payment at the expense of the Funds of all Fund Notice Filing
fees;
(5) annual reports and proxy statements where required; and
(6) such additional services as the Administrator and the Funds may
agree upon in writing.
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m. Subject to review and comment by the Funds' legal counsel, prepare and
file with the SEC amendments and supplements to the registration
statements for the Funds, including updating the prospectus(es) and
statement(s) of additional information, where applicable.
n. Subject to review and comment by the Funds' legal counsel, prepare and
file with the SEC proxy statements and provide consultation on proxy
solicitation matters.
o. Subject to review and comment by the Funds' legal counsel, prepare and
file with the SEC Form N-SAR filings and Rule 24f-2 notices.
p. Subject to review and comment by the Funds' legal counsel, prepare and
file with the SEC Form N-23-c-3.
q. Subject to review and comment by the Funds' legal counsel, review and
provide assistance on Fund advertisements, sales literature and
shareholder communications.
r. Oversee, prepare reports and provide periodic testing of the liquidity
of the @Vantage Fund's portfolio with respect to limitations imposed
on periodic tender offers by the Fund pursuant to Rule 23c-3 under the
1940 Act. Work in conjunction with the @Vantage Fund's investment
adviser and legal counsel as necessary or appropriate in this regard.
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