Exhibit 99(e)
MUNDER FUNDS, INC.
MUNDER FUNDS TRUST
MUNDER FRAMLINGTON FUNDS TRUST
ST. CLAIR FUNDS, INC.
Amended and Restated Combined Distribution Agreement
May 15, 2001
WHEREAS, each of The Munder Funds, Inc. ("Company"), The Munder Funds
Trust ("Trust"), The Munder Framlington Funds Trust ("Framlington") and St.
Clair Funds, Inc. ("St. Clair") (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, on May 15, 2001, the Board of St. Clair approved the addition
of a new Fund, the Institutional Government Money Market Fund, and the creation
of Class Y-2 shares and Class Y-3 shares as two new classes of shares for the
new Fund and for the existing Institutional Money Market Fund;
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;
WHEREAS, each of the Fund Groups, on behalf of the Funds, approved a
Combined Distribution Agreement for each of the Funds listed on Appendix A
existing as of April 11, 2001;
WHEREAS, St. Clair and the Distributor wish to add the new Fund to the
Combined Distribution Agreement and to voluntarily limit the amounts payable
under the Amended and Restated Combined Distribution and Service Plan ("Combined
Distribution Plan") with respect to the Class Y-2 shares and the Class Y-3
shares of the Institutional Government Money Market Fund and the Institutional
Money Market Fund;
NOW, THEREFORE, The Combined Distribution Agreement, as adopted on
April 11, 2001, is hereby amended and restated in accordance with the following
terms and conditions:
1. Appointment of Underwriter. Upon the execution of this Combined
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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
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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
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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
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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
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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 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
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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
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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
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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.
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(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
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by, or are related to your (including your "affiliates")
activities where such 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
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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
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of Additional Information, you will not prepare or publish any sales material or
statements except
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literature or advertising which conforms to the requirements of all applicable
securities laws and 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
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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
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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
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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
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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
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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
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price," "investment company," "open-end investment company," "assignment,"
"principal 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
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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
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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 Funds Trust
The Munder Framlington Funds Trust
St. Clair Funds, Inc.
on behalf of the Funds set forth in Appendix A
(as may be amended from time to time)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
Accepted:
Funds Distributor, Inc.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Executive Vice President
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May 15, 2001
Appendix A
This Agreement applies to:
1. Munder Balanced Fund
2. Munder Bio(Tech)/2/ Fund
3. Munder Digital Economy Fund
4. Munder Equity Income Fund
5. Munder Focus Growth Fund
6. Munder Fund of Funds
7. Munder Future Technology Fund
8. Munder Index 500 Fund
9. Munder International Equity Fund
10. Munder International NetNet Fund
11. Munder Micro-Cap Equity Fund
12. Munder MidCap Select Fund
13. Munder Multi-Season Growth Fund
14. Munder NetNet Fund
15. Munder Power Plus Fund
16. Munder Real Estate Equity Investment Fund
17. Munder Small-Cap Value Fund
18. Munder Small Company Growth Fund
19. Munder Framlington Emerging Markets Fund
20. Munder Framlington Global Financial Services Fund
21. Munder Framlington Healthcare Fund
22. Munder Framlington International Growth Fund
23. Munder Bond Fund
24. Munder Intermediate Bond Fund
25. Munder International Bond Fund
26. Munder U.S. Government Income Fund
27. Munder Michigan Tax-Free Bond Fund
28. Munder Tax-Free Bond Fund
29. Munder Tax-Free Short-Intermediate Bond Fund
30. Munder Cash Investment Fund
31. Munder Money Market Fund
32. Munder Tax-Free Money Market Fund
33. Munder U.S. Treasury Money Market Fund
34. Munder Institutional S&P 500 Index Equity Fund
35. Munder Institutional S&P MidCap Index Equity Fund
36. Munder Institutional S&P SmallCap Index Equity Fund
37. Munder Institutional Short Term Treasury Fund
38. Munder Institutional Money Market Fund
39. Liquidity Plus Money Market Fund
40. Munder Institutional Government Money Market Fund
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May 15, ▇▇▇▇
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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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