Exhibit 99(d)(3)
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
The Munder Funds Trust
St. Clair Funds, Inc.
THIS AMENDMENT, made as of this 15/th/ day of October, 2001, among The
Munder Funds Trust ("Trust"), on behalf of each of its series, St. Clair Funds,
Inc. ("St. Clair"), on behalf of each of its series, and World Asset Management
("World"), a division of Munder Capital Management (the "Advisor"), a Delaware
general partnership.
WHEREAS, World Asset Management, L.L.C. ("World LLC") served as the
investment advisor to certain series of the Trust and St. Clair (the "Funds")
pursuant to an Amended and Restated Investment Advisory Agreement dated May 15,
2001 (the "Agreement");
WHEREAS, effective October 15, 2001, World LLC was merged with and
into its parent Munder Capital Management, a Delaware general partnership and an
investment adviser registered under the Investment Advisers Act of 1940, as
amended (the "Advisers Act"); and
WHEREAS, the merger did not constitute an assignment under the
Advisers Act and the parties desire to have the newly created World Asset
Management division of Munder Capital Management assume responsibility for
managing the Funds under the Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the Trust, St. Clair and World as follows:
All references to "World Asset Management, L.L.C." are hereby replaced
with World Asset Management, a division of Munder Capital Management
and World shall assume all of the rights and obligations of World LLC
under the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the date first set forth
above.
THE MUNDER FUNDS TRUST
ST. CLAIR FUNDS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ West
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▇▇▇▇▇▇▇ ▇▇▇▇ West
Assistant Secretary
WORLD ASSET MANAGEMENT, a division
of Munder Capital Management
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Executive Officer, World Asset Management