Exhibit 99(e)
MUNDER FUNDS, INC.
MUNDER FUNDS TRUST
MUNDER FRAMLINGTON FUNDS TRUST
ST. CLAIR FUNDS, INC.
Form of Amended and Restated
Combined Distribution Agreement
February 25, 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, except for the Liquidity Plus Money
Market Fund, are currently divided into one or more of the following classes
("Classes"): Class A, Class B, Class C, Class II, and Class K;
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 and the Distributor have entered into one
or more Underwriting and/or Distribution Agreements pursuant to which the
Distributor is employed in such capacity during the continuous offering of each
Fund's Shares;
WHEREAS, each of the Fund Groups, on behalf of the Funds, desires to
combine and restate all of the foregoing agreements, which are listed on the
attached Exhibit A, for each of the Funds existing as of February 25, 2001 into
one Combined Distribution Agreement ("Combined Agreement");
NOW, THEREFORE, we, the Fund Groups, hereby adopt on behalf of each of our
Funds listed on the attached Exhibit B, as may be amended and supplemented from
time to time, and, you, the Distributor, hereby agree to the terms of this
Combined Agreement, as hereby amended and restated, in accordance the following
terms and conditions:
1. Appointment of Underwriter. Upon the execution of this Combined
--------------------------
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
which 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 amounts authorized for
payment to you under a Fund's service and/or distribution plan. 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 business days after the confirmation
of the original Share
2
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 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 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
3
(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 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 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.
4
12. Term of Agreement. This Agreement shall become effective, with
-----------------
respect to each Fund, on the date of its execution written below and shall
remain in effect for a period of two (2) years from the date of its execution.
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 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 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
Combined 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 underwriter,"
"interested person," and "majority of the outstanding voting securities," shall
have the meanings set forth in the Securities Act of 1933, as amended ("1933
Act") and the Investment Company Act of 1940, as amended ("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
5
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, damage 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.
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: ____________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
Accepted:
Funds Distributor, Inc.
By:_____________________
Name:___________________
Title:__________________
6
February 25, 2001
Appendix A
This Agreement amends and restates the following agreements:
----------------------------------------------------------------------------------------------------------------------
Munder Funds, Inc. Date Funds
----------------------------------------------------------------------------------------------------------------------
Underwriting Agreement January 13, 1995 Multi-Season Growth
Money Market
Real Estate Equity Investment
----------------------------------------------------------------------------------------------------------------------
Amendment #1 August 6, 1996 Mid-Cap Growth (closed)
Value (closed)
International Bond
NetNet
Small-Cap Value
Equity Selection (n/k/a Focus Growth)
Micro-Cap Equity
----------------------------------------------------------------------------------------------------------------------
Amendment #2 November 7, 1996 Short Term Treasury (closed)
----------------------------------------------------------------------------------------------------------------------
Amendment #3 February 14, 2000 Focus Growth, Class II
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Distribution Agreement February 4, 1997 All-Season Maintenance (closed)
All-Season Development (closed)
All-Season Accumulation (n/k/a Fund of Funds)
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Distribution Agreement May 6, 1997 Financial Services (never opened)
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Distribution Agreement February 24, 1998 Growth Opportunities (n/k/a MidCap Select)
----------------------------------------------------------------------------------------------------------------------
Amendment #1 February 14, 2000 Growth Opportunities, Class II
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Distribution Agreement May 4, 1999 Technology (n/k/a Future Technology)
----------------------------------------------------------------------------------------------------------------------
Amendment #1 November 11, 1999 Future Technology, Class II
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Distribution Agreement February 14, 2000 International NetNet
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Distribution Agreement September 15, 2000 Digital Economy
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Distribution Agreement September 25, 2000 Bio(Tech)/2/
----------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
Munder Funds Trust Date Funds
--------------------------------------------------------------------------------------------------------------
Amended and Restated January 21, 1994 Money Market (n/k/a Cash Investment)
Distribution Agreement Tax-Free Money Market
U.S. Treasury Growth Stock (n/k/a U.S.
Treasury Money Market)
Small Company Growth Stock (n/k/a Small
Company Growth)
Indexed Stock (n/k/a Index 500)
International Stock (n/k/a International
Equity)
Income Stock (n/k/a Equity Income)
Balanced
Intermediate Bond
Income Bond (n/k/a U.S. Government Income)
Bond
Tax-Free Intermediate Bond (n/k/a Tax-Free
7
--------------------------------------------------------------------------------------------------------------
Short-Intermediate Bond)
Tax-Free Bond
Michigan Tax-Free Bond
Core Growth Stock (n/k/a Accelerating
Growth - merged with Multi-Season Growth)
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
St. Clair Funds, Inc. Date Funds
--------------------------------------------------------------------------------------------------------------
Distribution Agreement November 7, 1996 Liquidity Plus Money Market
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
Distribution Agreement May 6, 1997 Institutional S&P 500 Index Equity
Institutional S&P MidCap Index Equity
Institutional S&P SmallCap Index Equity
Institutional Short Term Treasury
Institutional Money Market Fund
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
Munder Framlington Funds Date Funds
Trust
--------------------------------------------------------------------------------------------------------------
Distribution Agreement November 7, 1996 Framlington Emerging Markets
Framlington Healthcare
Framlington International Growth
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
Distribution Agreement February 24, 1998 Framlington Global Financial Services
--------------------------------------------------------------------------------------------------------------
Amendment #1 February 14, 2000 Framlington Global Financial Services,
Class II
--------------------------------------------------------------------------------------------------------------
8
February 25, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇
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 Growth Opportunities Fund
9. Munder Index 500 Fund
10. Munder International Equity Fund
11. Munder International NetNet Fund
12. Munder Micro-Cap Equity Fund
13. Munder MidCap Select Fund
14. Munder Multi-Season Growth Fund
15. Munder NetNet Fund
16. Munder Power Plus Fund
17. Munder Real Estate Equity Investment Fund
18. Munder Small-Cap Value Fund
19. Munder Small Company Growth Fund
20. Munder Framlington Emerging Markets Fund
21. Munder Framlington Global Financial Services Fund
22. Munder Framlington Healthcare Fund
9
23. Munder Framlington International Growth Fund
24. Munder Bond Fund
25. Munder Intermediate Bond Fund
26. Munder International Bond Fund
27. Munder U.S. Government Income Fund
28. Munder Michigan Tax-Free Bond Fund
29. Munder Tax-Free Bond Fund
30. Munder Tax-Free Short-Intermediate Bond Fund
31. Munder Cash Investment Fund
32. Munder Money Market Fund
33. Munder Tax-Free Money Market Fund
34. Munder U.S. Treasury Money Market Fund
35. Munder Institutional S&P 500 Index Equity Fund
36. Munder Institutional S&P MidCap Index Equity Fund
37. Munder Institutional S&P SmallCap Index Equity Fund
38. Munder Institutional Short Term Treasury Fund
39. Munder Institutional Money Market Fund
40. Liquidity Plus Money Market Fund
10