Exhibit 99(h)(13)
AMENDMENT TO THE
TRANSFER AGENCY AND REGISTRAR AGREEMENT[S]
THIS AMENDMENT, dated as of March 1, 2002 is made to the Transfer Agency
Agreement[s], as amended (the "Agreement[s]") between each of the Funds
executing this Amendment and listed on Exhibit 1 of this Amendment attached
hereto and incorporated herein (collectively referred to as the "Funds") and
PFPC Inc., f/k/a First Data Investor Services Group, Inc. ("PFPC").
WHEREAS, the Boards of Directors/Trustees of the Funds approved the
collection of a quarterly fee on certain accounts with low balances (the "Small
Account Fee");
WHEREAS, the Funds desire to have PFPC collect and retain the Small Account
Fee in partial satisfaction of fees payable to PFPC by the Funds under the
Agreement[s];
WHEREAS, the Funds have entered into an agreement directly with
AdvisorCentral, LLC to provide access for financial planners to Fund and related
shareholder information via the Internet; and
WHEREAS, the parties desire to make a correction to the Institutional Fund
Fee Structure to remove reference to a Fund Complex Minimum.
NOW THEREFORE, the parties agree as follows:
1. Schedule A "Transfer Agent Fees" dated January 1, 2002 is deleted
in its entirety and the attached new Schedule A is inserted in its place.
2. The Agreement[s], together with this Amendment and all other prior
amendments, contain the entire understanding among the parties with respect
to the transactions contemplated thereby. To the extent that any provision
of this Amendment modifies or is otherwise inconsistent with any provision
of the prior agreements, and related amendments, this Amendment shall
control, but the prior agreements and all related documents shall otherwise
remain in full force and effect.
IN WITNESS WHEREOF, each party has caused this Amendment to be executed by
its duly authorized representative as of the date first stated above.
THE MUNDER FUNDS, INC.
THE MUNDER FUNDS TRUST
THE MUNDER FRAMLINGTON
PFPC INC. FUNDS TRUST
ST. CLAIR FUNDS, INC.
THE MUNDER @VANTAGE FUND
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxx Xxxx West
Name: /s/ Xxxxx X. Xxxxx Name: /s/ Xxxxxxx Xxxx West
Title: Senior Vice President Title: Assistant Secretary
/Managing Director
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Exhibit 1
List of Funds and Portfolios
The Munder Funds Trust
Munder Balanced Fund
Munder Bond Fund
Munder Cash Investment Fund
Munder Index 500 Fund
Munder Intermediate Bond Fund
Munder International Equity Fund
Munder Large-Cap Value Fund
Munder Michigan Tax-Free Bond Fund
Munder Small Company Growth Fund
Munder Tax-Free Bond Fund
Munder Tax-Free Money Market Fund
Munder Tax-Free Short-Intermediate Bond Fund
Munder U.S. Government Income Fund
Munder U.S. Treasury Money Market Fund
The Munder Funds, Inc.
Munder Bio(Tech)/2/ Fund
Munder Digital Economy Fund
Munder Fund of Funds
Munder Future Technology Fund
Munder International Bond Fund
Munder International NetNet Fund
Munder Large-Cap Growth Fund
Munder Micro-Cap Equity Fund
Munder MidCap Select Fund
Munder Money Market Fund
Munder Multi-Season Growth Fund
Munder NetNet Fund
Munder Power Plus Fund
Munder Real Estate Equity Investment Fund
Munder Small-Cap Value Fund
The Munder Framlington Funds Trust
Munder Framlington Emerging Markets Fund
Munder Framlington Global Financial Services Fund
Munder Framlington Healthcare Fund
Munder Framlington International Growth 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 Short-Term Treasury Fund
Munder Institutional Money Market Fund
Munder Institutional Government Money Market Fund
Liquidity Plus Money Market Fund
Munder @Vantage Fund
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SCHEDULE A
TRANSFER AGENT FEES
EFFECTIVE AS OF: MARCH 1, 2002
1. RETAIL FUND PER ACCOUNT FEES: (apply to all Munder Funds Trust , Munder
Funds Inc., Munder Framlington Funds Trust, Munder @Vantage Fund, and St.
Clair Liquidity Plus Money Market Fund Portfolio)
Per Account Fee: $23.75 per open non-NSCC Networked account per year
$12.00 per open NSCC Networked account per year
$1.75 per closed account per year (any account closed
within a month is considered an open account until
the following month)
Annual Minimum: $40,000.00 per Portfolio
Other Fees: PFPC shall collect a an annual fee of $10.00 per
global account from each shareholder holding an XXX
account (excluding Consumer's Energy Group)
NSCC Transaction Charge is $.15 per financial
transaction
2. INSTITUTIONAL FUND FEE STRUCTURE (St. Clair Funds, Inc., excluding St.
Clair Liquidity Plus Money Market Fund Portfolio):
Asset Based Fees 3.50 Basis Points for assets *$5 billion
2.50 Basis Points for assets $5 billion - $9 billion
2.00 Basis Points for assets **$9 billion
Other Fees: XXX accounts will be charged $10.00 per global
account per annum (excluding Consumer's Energy Group)
NSCC Transaction Charge is $.15 per financial
transaction
3. SYSTEM ENHANCEMENTS: Client defined system enhancements will be agreed
upon by the Transfer Agent and Munder Capital and
billed at a rate of $150.00 per hour. All programming
rates are subject to an annual 5% increase after
December 31, 2003
4. LOST SHAREHOLDER SEARCH/ REPORTING:
$2.75 per account search*
*The per account search fee shall be waived until January 2001 so
long as the Fund retains Xxxxx Tracers, Inc. ("KTI") to provide the
Fund with KTI's "In-Depth Research Program" services.
5. PRINT MAIL
A. PRICING SCHEDULE FOR SPECIAL MAILINGS FOR MUNDER GROUP OF FUNDS
This pricing is based on appropriate notification (standard of 30 day
notification) and scheduling for special mailings. Scheduling requirements
include having collateral arrive at agreed upon times in advance of
deadlines. Mailings which arise with shorter time frames and turns will be
billed at a maximum premium of 50% based on turn around requirements.
Work Order: $30.00 per Workorder
* Denotes less than
** Denotes greater than
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Technical Support/Data Processing:
$135.00 to create an admark tape
$10.00/K to zip + 4 data enhance with $125.00 minimum
$80.00/hr for any data manipulation
$6.00/K combo charge
Admark & Machine Insert
#10, #11, 6x9
$62/K to admark envelope and machine insert 1 piece, with $125.00 min
$2.50/K for each additional insert
$38/K to admark only with $75.00 minimum
$25.00/X xxxx sort
9x12
$100/K to admark envelope and machine insert 1 piece, with $125.00 min
$5.00/K for each additional insert
$38/K to admark only with $75.00 minimum
$0.08 for each hand insert
Admark & Hand Insert
#10, #11, 6x9
$0.08 for each hand insert
$25.00/X xxxx sort
9x12
$0.09 for each hand insert
$25.00/X xxxx sort
Pressure/Sensitive Labels:
$0.32 each to create, affix and hand insert 1 piece, with a $75.00
minimum
$0.08 for each hand insert
$0.10 to affix labels only
$0.10 to create labels only
Legal Drop (Semi/Annual Reports; mailing ten plus pieces)
$150.00 / compliant legal drop per job and processing fees
Create Mailing List: $0.40 per entry with $75.00 minimum
Presort Fee: $0.035 per piece
B. PRINT MAIL Pricing Schedule For Munder Group of Funds
Daily Work (Confirms):
Hand: $71/K with $50.00 minimum (includes 1 insert)
$0.07/each additional insert
Machine: $42/K with $50.00 minimum (includes 1 insert)
$0.01/each additional insert
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Daily Checks:
Hand: $91/K with $50.00 minimum daily (includes 1 insert)
$0.08/each additional insert
Machine: $52/K with $50.00 minimum (includes 1 insert)
$0.01/each additional insert
* There is a $3.00 charge for each 3606 Form sent.
Quarterly/Monthly Statements:
Hand: $78/K with $50.00 minimum (includes 1 insert)
$0.08/each additional insert
$125/K for intelligent inserting
Machine: $52/K with $50.00 minimum (includes 1 insert)
$0.01 each additional insert
$58/K for intelligent inserting
Periodic Checks (i.e. dividend, ACW):
Hand: $91/K with $75.00 minimum (includes 1 insert)
$0.08/each additional insert
Machine: $52/K with $75.00 minimum (includes 1 insert)
$0.01/each additional insert
12b-1/Dealer Commission Checks/Statements: $0.78/each envelope with $100.00
minimum
Printing Charges: (price ranges dependent on volumes)
$0.08/per confirm/statement/page
$0.10/per check
Folding (Machine): $18/K
Folding (Hand): $.12 each
Presort Charge: $0.035 per piece
Courier Charge: $15.00 for each on call courier trip/or actual cost
for on demand
Overnight Charge: $3.50 per package service charge plus Federal
Express/Airborne charge
Inventory Storage: $20.00 for each inventory location as of the 15th of
the month
Inventory Receipt: $20.00 for each SKU / Shipment
Hourly work; special projects, opening envelopes, etc $24.00 per hour
Special Pulls: $2.50 per account pull
Boxes/Envelopes: Shipping boxes $0.85 each
Oversized Envelopes $0.45 each
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Forms Development/Programming Fee: $150.00/hour
Systems Testing: $85.00/hour
Cutting Charges: $10.00/K
7. Miscellaneous Charges. The Fund shall be charged for the following products
and services as applicable:
. Ad hoc reports
. Ad hoc SQL time
. COLD Storage
. Digital Recording
. Microfiche/microfilm production
. Magnetic media tapes and freight
. Pre-Printed Stock, including business forms, certificates,
envelopes, checks and stationary
Fee Adjustments. PFPC may adjust the per account fees and the print mail fees
once per calendar year, upon thirty (30) days prior written notice in an amount
not to exceed the cumulative percentage increase in the Consumer Price Index for
All Urban Consumers (CPI-U) U.S. City Average, All items (unadjusted) -
(1982-84=100), published by the U.S. Department of Labor since the last such
adjustment in the Client's monthly fees (or the Effective Date absent a prior
such adjustment).
8. DAZL Fees:
Set-up Fee: $5,000.00 (waived)
$1,000.00 per month plus $0.25 per record transmitted
($0.15/price record)
9. AUDIO VRU
Ongoing monthly fees: Per call: $000.10
Per minute in VRU: $000.29
Monthly maintenance: $500.00*
*The monthly maintenance fee includes: hardware and software upgrades and
on call support Also, the voice recording will be billed out at $150.00 per
hour
10. IMPRESSNet(R) Retail Fees
1. Transaction Costs:
. Account Inquiry $.10 per inquiry
. Financial Transactions $.50 per transaction
2. Hardware Maintenance Fee Including Hardware and Software:
$50,000 per annum* -
. Does not include client hardware and software requirements. That is an
out-of-pocket expense for the client
. Installation of hardware is billed as time and materials
. Does not include third party hardware and software maintenance
agreements
. Does not include hardware upgrades
3. Customized Development: $150 per hour*
4. Call Center Services for Registration (one-time): $2.50 per call
5. Network Fee (one-time): $2,100*
6. PIN Registration and Lost PIN Replacement: $1.50 per call
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11. CBA:
Set Up Fee: $38,400
Annual per account for all eligible accounts $0.30 per year
Programming Costs: $80.00 per hour
12. Small Account Fee:
Once per quarter on such dates as specified by the Funds, PFPC shall
collect a small account fee (the "Small Account Fee") of $6.00 per account
per Fund from certain shareholder accounts identified by the Funds each
quarter. PFPC shall retain the Small Account Fees collected and, in the
next invoice submitted to the Funds for payment, apply such amount as a
credit against transfer agency fees otherwise payable by the Funds.
PFPC will provide an invoice as soon as practicable after the end of each
calendar month. The Fund agrees to pay to PFPC the amounts so billed by Federal
Funds Wire within thirty (30) business days after the Fund's receipt of the
invoice. In addition, with respect to all fees, PFPC may charge a service fee
equal to the lesser of (i) one and one half percent (1-1/2%) per month or (ii)
the highest rate legally permitted on any past due invoiced amounts.
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