Exhibit 99(d)(2)
Form of AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
The Munder Funds Trust
St. Clair Funds, Inc.
AMENDED AND RESTATED AGREEMENT, made this 15/th/ day of May, 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, L.L.C. ("Advisor"), a Delaware limited liability company.
WHEREAS, the Trust is a Massachusetts business trust and St. Clair is a
Maryland corporation, each of which is authorized to issue shares in series
(each, a "Fund" and collectively, the "Funds," as set forth in Schedule A, as
may be amended from time to time) and the Trust and St. Clair are each
registered as an open-end management investment company under the Investment
Company Act of 1940, as amended ("1940 Act");
WHEREAS, the Advisor is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act"), and is a wholly-
owned subsidiary of Munder Capital Management, a Delaware partnership and a
registered investment adviser;
WHEREAS, the Trust, on behalf of each of its Funds, and St. Clair, on
behalf of each of its Funds, have each entered into Investment Advisory
Agreements with the Advisor, each dated July 2, 1998 and each restated on August
3, 1999 ("Original Agreements"); and
WHEREAS, the Trust, St. Clair and the Advisor wish to consolidate each of
the Original Agreements into this single Agreement, provided that, in doing so,
no material change is made to any provision of the Original Agreements;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the Trust, St. Clair and the Advisor as
follows:
1. Appointment
(a) The Trust and St. Clair hereby appoint the Advisor to act as
investment advisor to the Funds for the periods and on the terms set forth
herein. The Advisor accepts the appointment and agrees to furnish the services
set forth herein for the compensation provided herein.
(b) In the event that the Trust or St. Clair establish one or more series
other than the Funds listed on Schedule A attached hereto, with respect to which
it desires to retain the Advisor to act as investment adviser hereunder, it
shall notify the Advisor in writing. If the Advisor is willing to render such
services under this Agreement, it shall notify the Trust or St. Clair, as
applicable, in writing whereupon such series shall become a Fund hereunder and
shall be subject to the provisions of this Agreement to the same extent as the
Funds named herein except to the extent that said provisions (including those
relating to the compensation payable by the Fund to the Advisor) are modified
with respect to such Fund in writing by the Trust or St. Clair and the Advisor
at that time.
2. Services as Investment Advisor
Subject to the general supervision and direction of the Board of Trustees
of the Trust and the Board of Directors of St. Clair (collectively, "Boards"),
the Advisor will: (a) provide overall investment management to the Funds in
accordance with each Fund's investment objective and policies as stated in each
Fund's Prospectus and Statement of Additional Information filed with the
Securities and Exchange Commission, as they may be amended from time to time;
(b) cause investment decisions for the Funds to be made; (c) oversee the
placement of purchase and sale orders on behalf of the Funds; (d) employ
professional portfolio managers and securities analysts to provide research
services to the Funds; (e) maintain books and records with respect to each
Fund's securities transactions; and (f) provide periodic and special reports to
the Boards, as requested. In providing those services, the Advisor will provide
the Funds with ongoing research, analysis, advice and judgments regarding
individual investments, general economic conditions and trends and long-range
investment policy. In addition, the Advisor will furnish the Funds with whatever
statistical information the Funds may reasonably request with respect to the
securities that the Funds may hold or contemplate purchasing.
The Advisor further agrees that, in performing its duties hereunder, it
will:
(a) comply with the 1940 Act and all rules and regulations thereunder and
under the Advisers Act, the Internal Revenue Code of 1986, as amended ("Code"),
and all other applicable federal and state law and regulations, and with any
applicable procedures adopted by the Boards;
(b) use reasonable efforts to manage each Fund so that it will qualify,
and continue to qualify, as a regulated investment company under Subchapter M of
the Code and regulations issued thereunder;
(c) maintain books and records with respect to each Fund's securities
transactions, render to the Boards such periodic and special reports as the
Boards may reasonably request, and keep the Boards informed of developments
materially affecting each Fund's portfolio;
(d) make available to the Funds' administrator and, as appropriate, the
Trust or St. Clair, promptly upon their request, such copies of its investment
records and ledgers with respect to the Funds as may be required to assist the
administrator and the Trust and St. Clair in their compliance with applicable
laws and regulations. The Advisor will furnish the Boards with such periodic and
special reports regarding the Funds as they may reasonably request; and
(e) immediately notify the Trust and St. Clair in the event that the
Advisor or any of its affiliates: (1) becomes aware that it is subject to a
statutory disqualification that prevents the Advisor from serving as investment
advisor pursuant to this Agreement; or (2) becomes aware that it is the subject
of an administrative proceeding or enforcement action by the Securities and
Exchange Commission or other regulatory authority. The Advisor further agrees to
notify the Trust and St. Clair immediately of any material fact known to the
Advisor respecting or relating to the Advisor that is not contained in the
Trust's and St. Clair's Registration Statement regarding the Funds, or any
amendment or supplement thereto, but that is required to be disclosed therein,
and of any statement contained therein that becomes untrue in any material
respect.
The Advisor may enter into an agreement with one or more sub-advisors
(each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the
Trust and/or St. Clair, on behalf of one or more of the Funds, the investment
advisory services specified therein in connection with the management of
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the Funds ("Sub-Advisory Agreements"). The Advisor will continue to have
ultimate responsibility for all investment advisory services furnished pursuant
to any Sub-Advisory Agreement.
3. Documents
Each of the Trust and St. Clair has delivered properly certified or
authenticated copies of each of the following documents to the Advisor and will
deliver to it all future amendments and supplements thereto, if any:
(a) certified resolution of the Boards authorizing the appointment of the
Advisor and approving the form of this Agreement;
(b) the Registration Statements describing the Funds as filed with the
Securities and Exchange Commission and any amendments thereto; and
(c) exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration Statements
described above.
4. Brokerage
In selecting brokers or dealers to execute transactions on behalf of the
Funds, the Advisor will use its best efforts to seek the best overall terms
available. In assessing the best overall terms available for any Fund
transaction, the Advisor will consider all factors it deems relevant, including,
but not limited to, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting broker-dealers to execute a
particular transaction, and in evaluating the best overall terms available, the
Advisor is authorized to consider the brokerage and research services (as those
terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as
amended (the "1934 Act")) provided to the Funds and/or other accounts over which
the Advisor or its affiliates exercise investment discretion. The parties hereto
acknowledge that it is desirable for the Trust and St. Clair that the Advisor
have access to supplemental investment and market research and security and
economic analysis provided by broker-dealers who may execute brokerage
transactions at a higher cost to the Funds than may result when allocating
brokerage to other brokers on the basis of seeking the most favorable price and
efficient execution. Therefore, the Advisor may cause the Funds to pay a broker-
dealer which furnishes brokerage and research services a higher commission than
that which might be charged by another broker-dealer for effecting the same
transaction, provided that the Advisor determines in good faith that such
commission is reasonable in relation the value of the brokerage and research
services provided by such broker-dealer, viewed in terms of either the
particular transaction or the overall responsibilities of the Advisor to the
Funds. It is understood that the services provided by such brokers may be useful
to the Advisor in connection with the Advisor's services to other clients. In
accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder and
subject to any other applicable laws and regulations, the Advisor and its
affiliates are authorized to effect portfolio transactions for the Funds and to
retain brokerage commissions on such transactions.
5. Records
The Advisor agrees to maintain and to preserve for the periods prescribed
under the 1940 Act any such records as are required to be maintained by the
Advisor with respect to the Funds by the 1940 Act. The Advisor further agrees
that all records which it maintains for the Funds are the property of the Funds
and it will promptly surrender any of such records upon request.
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6. Standard of Care
The Advisor shall exercise its best judgment in rendering the services
under this Agreement. The Advisor shall not be liable for any error of judgment
or mistake of law or for any loss suffered by a Fund or the Funds' shareholders
in connection with the matters to which this Agreement relates, provided that
nothing herein shall be deemed to protect or purport to protect the Advisor
against any liability to a Fund or to its shareholders to which the Advisor
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or by reason of the
Advisor's reckless disregard of its obligations and duties under this Agreement.
As used in this Section 6, the term "Advisor" shall include any officers,
trustees, directors, employees, or other affiliates of the Advisor performing
services with respect to a Fund.
7. Compensation
In consideration of the services rendered pursuant to this Agreement, each
Fund will pay the Advisor a fee as set forth on Schedule B attached hereto. This
fee shall be computed and accrued daily and payable monthly. For the purpose of
determining fees payable to the Advisor, the value of a Fund's average daily net
assets shall be computed at the times and in the manner specified in the Fund's
Prospectus or Statement of Additional Information.
8. Expenses
The Advisor will bear all expenses in connection with the performance of
its services under this Agreement and will bear the costs and expenses payable
to Sub-Advisors under the Sub-Advisory Agreements. Each Fund will bear certain
other expenses to be incurred in its operation, including: taxes, interest,
brokerage fees and commissions, if any, fees of the members of its Board who are
not officers, directors or employees of the Advisor or any Sub-Advisor;
Securities and Exchange Commission fees and state blue sky fees; charges of
custodians and transfer and dividend disbursing agents; the Fund's proportionate
share of insurance premiums; outside auditing and legal expenses; costs of
maintenance of the Fund's existence; costs attributable to investor services,
including, without limitation, telephone and personal expenses; charges of an
independent pricing service, costs of preparing and printing Prospectuses and
Statements of Additional Information for regulatory purposes and for
distribution to existing shareholders; costs of shareholders' reports and
meetings of the shareholders of the Fund and of the officers and members of the
Board; and any extraordinary expenses.
9. Services to Other Companies or Accounts
The investment advisory services of the Advisor to the Funds under this
Agreement are not to be deemed exclusive, and the Advisor, or any affiliate
thereof, shall be free to render similar services to other investment companies
and clients (whether or not their investment objective and policies are similar
to those of a Fund) and to engage in activities so long as its services
hereunder are not impaired thereby.
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10. Duration and Termination
(a) Current Funds. With respect to each of the Funds listed on Schedule A as of
May 15, 2001 ("Current Funds"), this Agreement shall be effective as of the date
that the relevant Original Agreement became effective with respect to that
Current Fund ("Original Agreement Date"), provided that with respect to any
Current Fund the Original Agreement was approved in accordance with the terms of
the Original Agreement. For each Current Fund, this Agreement shall continue in
effect, unless sooner terminated, as provided herein, for two years from the
Original Agreement Date for that Current Fund and shall continue from year to
year thereafter, provided each continuance is specifically approved at least
annually by (i) the vote of a majority of the members of the relevant Board or
(ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Current Fund's
outstanding voting securities, provided that in either event the continuance is
also approved by a majority of the members of the relevant Board who are not
"interested persons" (as defined in the 0000 Xxx) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval.
(b) New Funds. With respect to any Fund not listed on Schedule A hereto as of
May 15, 2001 ("New Fund"), this Agreement shall become effective on such date as
determined by the relevant Board, provided that with respect to any New Fund,
this Agreement shall not take effect unless it has been approved (a) by a vote
of a majority of the members of each Board, including a majority of those Board
members who are not "interested persons" (as defined in the 0000 Xxx) of any
party to this Agreement cast in person at a meeting called for the purpose of
voting on such approval, and (b) by vote of a majority of that New Fund's
outstanding voting securities and shall continue in effect with respect to the
New Fund, unless sooner terminated, as provided herein, for two years from the
initial approval date for each New Fund and shall continue from year to year
thereafter, provided each continuance is specifically approved at least annually
by (i) the vote of a majority of the members of the relevant Board or (ii) a
vote of a "majority" (as defined in the 0000 Xxx) of the New Fund's outstanding
voting securities, provided that in either event the continuance is also
approved by a majority of the members of the relevant Board who are not
"interested persons" (as defined in the 0000 Xxx) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval.
(c) Termination. This Agreement is terminable with respect to the Funds, or any
Fund, without penalty, on sixty (60) days' written notice by the relevant
Board(s) or by vote of the holders of a "majority" (as defined in the 0000 Xxx)
of the shares of the affected Funds or upon ninety (90) days' written notice by
the Advisor. Termination of this Agreement with respect to any given Fund, shall
in no way affect the continued validity of this Agreement or the performance
thereunder with respect to any other Fund. This Agreement will be terminated
automatically in the event of its "assignment" (as defined in the 1940 Act).
11. Amendment
No provision of this Agreement may be changed, waived or discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement with respect to any Fund shall be
effective until approved by an affirmative vote of (i) a majority of the
outstanding voting securities of that Fund, and (ii) a majority of the relevant
Board, including a majority of Board members who are not "interested persons"
(as defined in the 0000 Xxx) of any party to this Agreement, cast in person at a
meeting called for the purpose of voting on such approval, if such approval is
required by applicable law.
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12. Use of Name
It is understood that the name of World Asset Management, or Munder
Capital Management, or any derivative or logo associated with either name, is
the valuable property of the Advisor and its affiliates, and that St. Clair and
the Trust and each Fund have the right to use such name (or derivative or logo)
only so long as this Agreement shall continue with respect to a given Fund.
Upon termination of this Agreement, or upon termination of this Agreement with
respect to a given Fund, St. Clair or the Trust, as appropriate, and any
affected Fund shall forthwith cease to use such name (or derivative or logo) and
St. Clair or the Trust, as appropriate, shall promptly amend its charter
documents to change the Fund name to comply herewith.
13. Separate Agreements
The parties affirm and agree that this Agreement shall be enforced as a
separate agreement as between the Advisor and each of the Trust and St. Clair.
Nothing in this Agreement shall be interpreted to combine or collectively enjoin
any of the Trust or St. Clair. For all purposes, this Agreement shall be
considered and interpreted as individual agreements between the Advisor and each
of the Trust and St. Clair.
14. Miscellaneous
(a) This Agreement constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof.
(b) Titles or captions of sections in this Agreement are inserted only as
a matter of convenience and for reference, and in no way define, limit, extend
or describe the scope of this Agreement or the intent of any provisions thereof.
(c) This Agreement may be executed in several counterparts, all of which
together shall for all purposes constitute one Agreement, binding on all the
parties.
(d) This Agreement and the rights and obligations of the parties hereunder
shall be governed by, and interpreted, construed and enforced in accordance with
the laws of the State of Michigan.
(e) If any provisions of this Agreement or the application thereof to any
party or circumstances shall be determined by any court of competent
jurisdiction to be invalid or unenforceable to any extent, the remainder of this
Agreement or the application of such provision to such person or circumstance,
other than these as to which it so determined to be invalid or unenforceable,
shall not be affected thereby, and each provision hereof shall be valid and
shall be enforced to the fullest extent permitted by law.
(f) Notices of any kind to be given to the Advisor by the Trust or St.
Clair shall be in writing and shall be duly given if mailed or delivered to the
Advisor at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, or at such other
address or to such individual as shall be specified by the Advisor. Notices of
any kind to be given to the Trust or St. Clair by the Advisor shall be in
writing and shall be duly given if mailed or delivered to 000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, or at such other address or to such individual as
shall be specified by the Trust or St. Clair.
(g) With respect to the Trust, the words "The Munder Funds Trust" and
"Trustees" or "Board of Trustees" used or implied herein refer respectively to
the Trust created and the Trustees, as
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trustees of the Trust but not individually or personally acting from time to
time under a Declaration of Trust dated August 30, 1989, which is hereby
referred to and a copy of which is on file at the office of the Secretary of The
Commonwealth of Massachusetts and at the principal office of the Trust.
(h) With respect to the Trust, the obligations of "The Munder Funds Trust"
entered in the name or on behalf thereof by any of the trustees, officers,
representatives or agents of the Trust are made not individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders,
officers, representatives or agents of the Trust personally, but bind only the
Trust property, and all persons dealing with any series or class of shares of
the Trust must look solely to the Trust property belonging to such series or
class for the enforcement of any claims against the Trust.
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
By:____________________________________
Xxxxxxx X. Xxxxxxxxxxx
Vice President and Secretary
ST. CLAIR FUNDS, INC.
By:____________________________________
Xxxxxxx X. Xxxxxxxxxxx
Vice President and Secretary
WORLD ASSET MANAGEMENT, L.L.C.
By:____________________________________
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SCHEDULE A
As of May 15, 2001
The Munder Funds Trust
----------------------
Munder Index 500 Fund
Munder International Equity 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
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SCHEDULE B
As of May 15, 2001
Annual Fees (as a Percentage of
Fund Average Daily Net Assets)
The Munder Funds Trust
----------------------
Munder Index 500 Fund 0.20% of the first $250 million;
0.12% of the next $250 million;
0.07% of net assets in excess of
$500 million
Munder International Equity Fund 0.75%
St. Clair Funds, Inc.
---------------------
Munder Institutional S&P 500 Index Equity Fund 0.07%
Munder Institutional S&P MidCap Index Equity Fund 0.15%
Munder Institutional S&P SmallCap Index Equity Fund 0.15%
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