EXHIBIT 99(h)(i)
FORM OF ADMINISTRATION AGREEMENT
MUNDER SERIES TRUST
THE MUNDER @VANTAGE FUND
AGREEMENT, made this ___ day of April, 2003, by and among Munder
Series Trust ("Trust"), on behalf of each of its series, The Munder @Vantage
Fund ("@Vantage") and Munder Capital Management ("Administrator"), a Delaware
general partnership ("Agreement"). The Trust and @Vantage are hereinafter
referred to together as the "Fund Parties," unless the circumstances require
otherwise.
WHEREAS, the Trust is a Delaware statutory trust authorized to issue
shares in multiple series as set forth in Schedule A, as may be amended from
time to time (each, a "Fund" and, collectively, the "Funds");
WHEREAS, @Vantage is a Delaware statutory trusts that issues shares of
common stock in a single series and class (also a "Fund")
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act");
WHEREAS, @Vantage is registered as a closed-end management investment
company under the 1940 Act;
WHEREAS, the Fund Parties wish to contract with the Administrator to
provide certain administrative, accounting and compliance services with respect
to the Funds, and the Administrator is willing to perform such services;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the Fund Parties and the Administrator as
follows:
1. APPOINTMENT OF ADMINISTRATOR
The Fund Parties hereby appoint the Administrator to act as
administrator to the Funds for purposes of providing certain administrative,
accounting and compliance services for the period and on the terms set forth in
this Agreement. The Administrator accepts such appointment and agrees to render
the services stated herein.
In the event that a Fund Party establishes one or more series other
than the Funds listed on Schedule A hereto, with respect to which it wishes to
retain the Administrator to act as administrator hereunder, it shall notify the
Administrator in writing. Upon written acceptance by the Administrator, such
Fund shall become subject to the provisions of this Agreement to the same extent
as the existing Funds, except to the extent that such provisions (including
those relating to the compensation and expenses payable by the Funds) may be
modified with respect to each additional Fund in writing by the applicable Fund
Party and the Administrator at the time of the addition of the Fund.
2. DELIVERY OF DOCUMENTS
Each Fund Party will promptly deliver to the Administrator copies of
each of the following documents and all future amendments and supplements to
each, if any:
a. The charter document and by-laws;
b. The currently effective registration statements under the
Securities Act of 1933, as amended ("1933 Act"), and the
0000 Xxx and the current prospectus(es) and statement(s) of
additional information relating to all Funds and all
amendments and supplements thereto as in effect from time to
time;
c. Upon request, certified copies of the resolutions of the
Boards of Trustees of the Fund Parties ("Board") authorizing
(1) each Fund Party to enter into this Agreement and (2)
certain individuals on behalf of the Funds to (a) give
instructions to the Administrator pursuant to this Agreement
and (b) sign checks and pay expenses; and
d. Such other certificates, documents or opinions that the
Administrator may, in its reasonable discretion, deem
necessary or appropriate in the proper performance of its
duties.
3. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Fund Parties that:
a. It is a Delaware general partnership duly organized under
the laws of the State of Delaware;
b. It has the power and authority to carry on its business in
the State of Michigan;
c. All requisite actions have been taken to authorize it to
enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted
or threatened which would impair the Administrator's ability
to perform its duties and obligations under this Agreement;
and
e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement
or obligation of the Administrator or any law or regulation
applicable to it.
- 2 -
4. REPRESENTATIONS AND WARRANTIES OF THE FUND PARTIES
The Fund Parties represent and warrant to the Administrator that:
a. Each Fund Party is a statutory trust, duly organized and
existing and in good standing under the laws of the State of
Delaware;
b. Each Fund Party has the power and authority under applicable
laws and by its charter and by-laws to enter into and
perform this Agreement;
c. All requisite actions have been taken to authorize each Fund
Party to enter into and perform this Agreement;
d. Each Fund Party is an investment company registered under
the 1940 Act;
e. A registration statement under the 1933 Act and the 1940 Act
has been filed with respect to each Fund and each
registration statement is effective and will remain
effective during the term of this Agreement. The Fund
Parties also warrant to the Administrator that as of the
effective date of this Agreement, all necessary filings
under the federal securities laws and under the securities
laws of the states in which each Fund offers or sells its
shares have been made;
f. No legal or administrative proceedings have been instituted
or threatened which would impair the ability of any Fund
Party to perform its duties and obligations under this
Agreement;
g. Each Fund Party's entrance into this Agreement shall not
cause a material breach or be in material conflict with any
other agreement or obligation of that Fund Party or any law
or regulation applicable to it; and
h. As of the close of business on the date of this Agreement,
each of the Fund Parties is authorized to issue an unlimited
amount of shares of beneficial interest.
5. ADMINISTRATION SERVICES
a. The Administrator shall provide the services listed in
Schedule B, in each case, subject to the control,
supervision and direction of the respective Board of
Trustees for each of the Fund Parties and subject to any
necessary review and comment by the Funds' auditors and
legal counsel and in accordance with procedures or policies
that may be established from time to time by and between the
Fund Parties and the Administrator and approved by the
respective Board of Trustees for each of the Fund Parties.
The Administrator shall provide all office facilities and
the personnel required by it to perform the services listed
in Schedule B.
- 3 -
b. In performing its duties hereunder, the Administrator shall
act in accordance with the charters, by-laws, prospectus(es)
and statement(s) of additional information for each of the
Fund Parties and with instructions of the Board and will
conform to and comply with the requirements of the 1940 Act
and all other applicable federal and state laws and
regulations, and will consult with legal counsel to the
Funds, as necessary and appropriate.
c. The Administrator is hereby authorized to retain third
parties and is hereby separately authorized to delegate all
or some its duties and obligations hereunder to such person
or persons. The compensation of such person or persons shall
be paid by the Administrator, as applicable, and no
obligation shall be incurred on behalf of the Fund Parties
in such respect. The Administrator shall be liable to the
Fund Parties for the acts or omissions of such third parties
as set forth in Section 8 hereunder. The division of the
Administrator's duties and obligations hereunder between
those to be delegated to a third party and those to be
performed by the Administrator shall be in the
Administrator's sole discretion and may be changed from time
to time by the Administrator. To the extent any of the
obligations of the Administrator is delegated to one or more
third parties, the Fund Parties agree to take or cause to be
taken any actions reasonably requested by the Administrator
that may be necessary or appropriate in connection with such
delegation.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Fund Parties with respect to
each Fund such compensation for the Administrator's services provided pursuant
to this Agreement as may be agreed to from time to time in a written fee
schedule approved by the parties and initially set forth in Schedule A to this
Agreement. The fees are accrued daily and billed monthly and shall be due and
payable upon receipt of the invoice. Upon the termination of this Agreement
before the end of any month, the fee for the part of the month before such
termination shall be prorated according to the proportion which such part bears
to the full monthly period and shall be payable upon the date of termination of
this Agreement. In addition, the Funds shall reimburse the Administrator for its
reasonable and fully documented out-of-pocket costs incurred in connection with
this Agreement. The Fund Parties must notify the Administrator in writing of any
contested amounts within ninety (90) days of receipt of a billing for such
amounts. Disputed amounts are not due and payable while they are being
investigated. In the event of questions with respect to the calculation of the
Administrator's fees hereunder or the billing of such fees, the parties agree to
present a report to the Board of the affected Fund(s) at its next regularly
scheduled meeting regarding the resolution of such questions to the extent that
the amounts involved are material to the affected Fund(s).
Each Fund (or Fund Party, as applicable) will bear all expenses that
are incurred in its operation and not specifically assumed by the Administrator.
Expenses to be borne by each Fund (or Fund Party, as applicable), include, but
are not limited to:
- 4 -
a. Organizational expenses and costs of maintaining each Fund
Party's existence;
b. Cost of services of independent accountants and outside
legal counsel (including such counsel's review of the Fund
Parties' registration statement(s), proxy materials, federal
and state tax qualification as a regulated investment
company and other reports and materials prepared by the
Administrator under this Agreement);
c. Cost of any services contracted for by the Fund Parties
directly from parties other than the Administrator and any
sub-administrator;
d. Cost of trading operations and brokerage fees, commissions,
transfer fees and taxes in connection with the purchase and
sale of securities for the Fund Parties; bank wires, the
costs associated with third party foreign exchanges and
items held in street name over record date at the request of
traders, and investment advisory fees;
e. Taxes, interest, insurance premiums, and other fees and
expenses applicable to its operation;
f. Costs incidental to any meetings of shareholders including,
but not limited to, legal and accounting fees, proxy filing
fees (including XXXXX filing fees, processing services and
related fees) and the costs of preparation (excluding
preparation functions to be provided by the Administrator
under this Agreement as provided in Schedule B), printing
and mailing of any proxy materials;
g. Expenses of proxy solicitation, proxy tabulation and
shareholder meetings;
h. Costs incidental to Board meetings (excluding the costs of
preparation of the agenda and Board materials), but
including fees and expenses of Board members, legal and
accounting fees;
i. The salary and expenses of any officer, Director/Trustee or
employee of the Fund Parties who is not an officer,
director, shareholder or employee of the Administrator (or
sub-administrator), the investment adviser, sub-adviser,
transfer agent, custodian or distributor for any Fund;
j. Costs incidental to the preparation (excluding preparation
functions to be provided by the Administrator under this
Agreement as provided in Schedule B), filing (including
XXXXX filing fees, processing services and related fees),
printing and distribution of the Fund registration
statements and any amendments thereto and shareholder
reports;
k. Cost of typesetting, printing and distributing prospectuses
and statements of additional information provided to current
shareholders and for regulatory purposes as well as the cost
of typesetting, printing and
- 5 -
distributing prospectuses and statements of additional
information to prospective and current shareholders of the
Funds for those classes of shares that have adopted a plan
pursuant to Rule 12b-1 under the 1940 Act;
l. Cost of preparation (excluding preparation functions to be
provided by the Administrator under this Agreement as
provided in Schedule B) and filing of the Fund Parties' tax
returns and the preparation of financial statements,
including the ones in the Form N-1A or N-2 (as applicable),
Form N-30D and Form N-SAR, and all notices, registrations
and amendments associated with applicable federal and state
tax and securities laws;
m. All applicable registration fees, qualification fees, and
filing fees (including levies, fines and other charges)
required under federal and state securities laws;
n. Cost of one or more independent pricing services used in
computing the net asset value of each Fund and class;
o. Fidelity bond and directors' and officers' liability
insurance;
p. Costs and expenses of Fund Party stationery and forms;
q. Trade association dues and expenses; and
r. Any extraordinary expenses and other customary Fund Party
expenses.
Each Fund Party agrees promptly to reimburse the Administrator for any
equipment and supplies specially ordered by or for that Fund Party through the
Administrator and for any other expenses not contemplated by this Agreement that
the Administrator may incur on the Fund Party's behalf, at the Fund Party's
request or with the Fund Party's consent.
7. INSTRUCTIONS AND ADVICE
At any time, the Administrator may apply to any authorized officer of
the Funds for instructions and may consult with outside counsel for the Funds or
with the independent accountants for the Funds at the expense of the Funds with
respect to any matter arising in connection with the services to be performed by
the Administrator under this Agreement. The Administrator shall not be liable,
and shall be indemnified by the Fund Parties, for any action taken or omitted by
it in good faith in reliance upon any written instructions or advice or upon
oral instructions or advice received from any authorized officer of the Funds,
its independent accountants or outside counsel, provided the Administrator can
produce sufficient contemporaneous evidence demonstrating receipt of such
instructions or advice. The Administrator shall not be held to have notice of
any change of authority of any person until receipt of written notice thereof
from the applicable Fund Party. Nothing in this paragraph shall be construed as
imposing upon
- 6 -
the Administrator any obligation to seek such instructions or advice, or to act
in accordance with such advice when received.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall be responsible for the performance of only
such duties and services as are set forth in Schedule B of this Agreement and,
except as otherwise provided in Sections 5 and 6, shall have no responsibility
for the actions or activities of any other party, including other service
providers.
The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss, damage or expense suffered by a Fund Party, in
connection with the matters to which this Agreement relates, except for losses,
damages or expenses caused by or resulting from or attributable to (a) willful
misconduct, bad faith or negligence on the Administrator's part (or on the part
of any third party to whom the Administrator has delegated any of its duties and
obligations pursuant to Section 5(c) hereunder) in the performance of its (or
such third party's) obligations or duties or by reason of reckless disregard by
the Administrator (or by such third party) of its obligations and duties under
this Agreement (in the case of the Administrator) or under an agreement with the
Administrator (in the case of such third party) or, (b) subject to Section 20
below, the Administrator's (or such third party's) refusal or failure to comply
with the terms of this Agreement (in the case of the Administrator) or an
agreement with the Administrator (in the case of such third party) or (c) a
breach of any representation or warranty under this Agreement (in the case of
the Administrator) or under an agreement with the Administrator (in the case of
such third party). In no event shall the Administrator (or such third party) be
liable for any indirect, incidental, special or consequential losses or damages
of any kind whatsoever (including but not limited to lost profits or attorneys'
fees) under any provision of this Agreement or for any such damages arising out
of any act or failure to act hereunder, even if the Administrator (or such third
party) has been advised of the likelihood of such loss or damage and regardless
of the form of action. For purposes of this Section 8, the Administrator shall
include its officers and employees.
The Administrator will indemnify and hold harmless the Fund Parties
and their directors, trustees, officers, agents and nominees from and against
any and all claims, demands, actions and suits, and from and against any and all
judgments, liabilities, losses, damages, costs, charges, counsel fees and other
expenses of every nature and character caused by or resulting from or
attributable to the Administrator's willful misconduct, bad faith or negligence
in the performance of its obligations and duties under this Agreement or by
reason of its reckless disregard thereof.
Except to the extent that the Administrator may be held liable
pursuant to this Section 8, the Administrator shall be not be responsible for,
and the Fund Parties shall indemnify and hold harmless the Administrator and its
officers, directors, employees, agents and nominees from and against any and all
claims, demands, actions and suits, and from and against any and all judgments,
liabilities, losses, damages, costs, reasonable attorneys' fees and other
expenses, including, but not limited to, those arising out of or attributable
to:
- 7 -
a. Any and all actions of the Administrator or its officers or
employees required to be taken pursuant to this Agreement;
b. The reasonable reliance on or use by the Administrator or
its officers, employees or agents of information, records,
or documents that are received by the Administrator or its
officers, employees or agents and furnished to it or them by
third parties or on behalf of the Fund Parties by third
parties, and which have been prepared or maintained by the
Fund Parties or any third party on their behalf;
c. A Fund Party's refusal or failure to comply with the terms
of this Agreement or the Fund Party's lack of good faith, or
its actions, or lack thereof, involving negligence or
willful misfeasance;
d. The breach of any representation or warranty of a Fund Party
hereunder;
e. The reliance on or the carrying out by the Administrator or
its officers or agents of any instructions or advice in
accordance with Section 7 hereof;
f. Any delays, inaccuracies, errors in or omissions from
information of data provided to the Administrator by data
services, including data services providing information in
connection with any third party computer system licensed to
the Administrator, and by any corporate action services,
pricing services or securities brokers and dealers;
g. The offer or sale of shares by the Fund Parties in violation
of any requirement under the federal securities laws or
regulations or the securities laws or regulations of any
state, or in violation of any stop order or other
determination or ruling by any federal agency or any state
agency with respect to the offer or sale of such shares in
such state (1) resulting from activities, actions, or
omissions by the Fund Parties or their other service
providers and agents, or (2) existing or arising out of
activities, actions or omissions by or on behalf of the Fund
Parties prior to the effective date of this Agreement;
h. Any failure of the Fund Parties' registration statements to
comply with the 1933 Act and the 1940 Act (including the
rules and regulations thereunder) and any other applicable
laws, or any untrue statement of a material fact or omission
of a material fact necessary to make any statement therein
not misleading in a Fund's prospectus;
i. The actions taken by the Fund Parties (or their investment
adviser, sub-adviser or distributor) in compliance with
applicable federal and state securities, tax, commodities
and other laws, rules and regulations, or the failure to so
comply; and
j. All actions, inactions, omissions, or errors caused by third
parties to whom the Fund Parties have assigned any rights
and/or delegated any duties
- 8 -
under this Agreement at the specific request of or as
required by the Board of Trustees of the Fund Parties or a
Fund's investments adviser, sub-adviser, transfer agent,
custodian or distributor.
The Fund Parties shall not be liable for any indirect, incidental,
special or consequential losses or damages of any kind whatsoever (including but
not limited to lost profits) even if the Fund Parties have been advised of the
likelihood of such loss or damage and regardless of the form of action, except
when the Fund Parties are required to indemnify the Administrator pursuant to
this Agreement.
With respect to any claim for indemnification under this Agreement,
the indemnifying party will be entitled to participate at its own expense in the
defense of any suit brought to enforce any liability subject to such
indemnification. In the event the indemnifying party elects to assume the
defense of any such suit and retain counsel, the indemnified party, or any of
its affiliated persons named as defendant or defendants in the suit, may retain
additional counsel but shall bear the fees and expenses of such counsel unless
(i) the indemnifying party has specifically authorized the retaining of such
counsel or (ii) the indemnified party shall have determined in good faith that
the retention of such counsel is required as a result of a conflict of interest.
Nothing in this Agreement is intended to limit, reduce, or otherwise
affect the duties, responsibilities, and liabilities of the Administrator in
providing services to the Funds under an investment advisory agreement by and
between each of the Fund Parties and the Administrator, in its capacity as
investment adviser to the Funds. The indemnification contained herein shall
survive the termination of this Agreement.
9. CONFIDENTIALITY; PRIVACY
The Administrator agrees that, except as otherwise required by law or
in connection with any disclosure required by law or applicable regulation, it
will keep confidential all records and information in its possession relating to
the Fund Parties or their shareholders or shareholder accounts and will not
disclose the same to any person except at the request or with the written
consent of the applicable Fund Party.
The Fund Parties and the Administrator each agree to take all steps
necessary to comply with applicable regulations protecting the privacy of
nonpublic personal financial information ("Information") of "consumers" and
"customers" of the Funds, as those terms are defined in Regulation S-P. To the
extent the Fund Parties provide the Administrator with any Information to
perform services or functions on their behalf, the Administrator agrees not to
disclose or use any such information for any purpose other than to carry out the
purposes for which the Funds disclosed the Information or as permitted by law in
the ordinary course of business to carry out those purposes. In the event that
the Administrator receives any such Information from the Funds, the
Administrator agrees to adopt policies and procedures that address
administrative, technical, and physical safeguards for the protection of
Information of consumers or customers of the Funds. The Administrator will seek
to include a similar provision in all agreements with third parties.
- 9 -
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Fund Parties assume full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
them.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Administrator agrees that all records which it (or any third party
sub-administrator engaged by it) maintains for the Fund Parties shall at all
times remain the property of the respective Fund Party, shall be readily
accessible during normal business hours, and shall be promptly surrendered upon
the termination of the Agreement or otherwise on written request. The
Administrator further agrees that all records which it (or any third party
sub-administrator engaged by it) maintains for the Fund Parties pursuant to Rule
31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule
31a-2 under the 1940 Act unless any such records are earlier surrendered as
provided above. Records shall be surrendered in usable machine-readable form.
11. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Funds are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others. However, the Administrator may provide similar services for other
investment companies for which the Administrator does not also serve as the
investment adviser only with the Board's prior approval, which shall not be
unreasonably withheld. The Administrator shall be deemed to be an independent
contractor and shall, unless otherwise expressly provided herein or authorized
by the Fund Parties from time to time, have no authority to act or represent the
Fund Parties in any way or otherwise be deemed an agent of the Fund Parties.
12. DURATION, TERMINATION AND AMENDMENT
a. This Agreement shall become effective on the date first
written above. Unless sooner terminated as provided in this
Section 12, this Agreement shall continue in effect until
one year after the date first written above. Thereafter, if
not terminated, this Agreement shall continue automatically
for successive terms of one year with respect to each Fund
Party (and its respective Funds), provided that such
continuance is specifically approved with respect to that
Fund Party at least annually:
(1) by a vote of a majority of those members of the Fund
Party's Board of Trustees who are not parties to this
Agreement or "interested persons" of such party; and
(2) by the Fund Party's Board of Trustees or by a vote of a
"majority of the outstanding voting securities" of the
Fund Party; provided, however, that this Agreement may
be terminated by a Fund Party at any time without the
payment of any penalty, by vote of a majority of the
entire Board of Trustees or a vote of a "majority of
the outstanding voting securities" of the Fund Party,
on sixty (60)
- 10 -
days prior written notice to the Administrator or by
the Administrator at any time, without the payment of
any penalty, on sixty (60) days prior written notice to
the affected Fund Party or Fund Parties. As used in
this Agreement, the terms "majority of outstanding
voting securities" and "interested persons" shall have
the same meaning as such terms have in the 1940 Act.
b. Upon termination of this Agreement, the affected Fund Party
or Fund Parties on behalf of their respective Funds shall
pay to the Administrator such compensation and any
reasonable and fully documented and agreed upon
out-of-pocket or other reimbursable expenses which may
become due or payable under the terms hereof as of the date
of termination or after the date that the provision of
services ceases, whichever is later.
c. Notwithstanding the above, this Agreement will terminate
automatically with respect to any Fund or Fund Party that is
(1) the acquired fund under any agreement and plan of
reorganization approved by the appropriate Board of
Trustees and the shareholders of that Fund or Fund
Party; or
(2) liquidated in accordance with the terms of a plan of
liquidation approved by Board of Trustees and the
shareholders of that Fund or Fund Party, if applicable.
The termination of this Agreement with respect to such Funds
or Fund Parties will be effective on the closing date of the
reorganization or liquidation, as applicable.
d. Termination of this Agreement with respect to any given Fund
shall in no way affect the continued validity of this
Agreement with respect to any other Fund.
e. This Agreement may be modified or amended from time to time
by mutual written agreement of the parties hereto.
13. NOTICES
Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to the
Fund Parties: c/o Munder Capital Management, 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX
00000, Attn: General Counsel, fax: (000) 000-0000; if to the Administrator:
Munder Capital Management, 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attn:
General Counsel, fax: (000) 000-0000.
- 11 -
14. NON-ASSIGNABILITY
Except for an assignment to a subsidiary or affiliate of the
Administrator, this Agreement shall not be assigned by the Administrator without
the prior consent of the Fund Parties, although the Administrator may, without
the prior consent of the Fund Parties, retain third parties and delegate to
those third parties all or some of its duties and obligations under this
Agreement.
15. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of
the Fund Parties and the Administrator and their respective successors and
permitted assigns.
16. ENTIRE AGREEMENT
This Agreement, together with any written agreement of the parties
entered into from time to time pursuant to Section 8, shall contain the entire
understanding between the parties hereto with respect to the subject matter
hereof and supersede all previous representations, warranties or commitments
regarding the services to be performed hereunder whether oral or in writing.
17. WAIVER
The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver, nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed by
the waiving party.
18. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances.
19. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Michigan.
20. FORCE MAJEURE
In the event the Administrator is unable to perform its obligations or
duties under the terms of this Agreement because of any act of God, strike,
riot, act of war, act of terrorism, equipment failure, power failure or damage
or other causes reasonably beyond its control, the Administrator shall not be
liable for any loss, damage, cost, charge, counsel fee, payment, expenses or
liability to any other party (whether or not a party to this Agreement)
resulting from such failure to perform its obligations or duties under this
- 12 -
Agreement or otherwise from such causes. This provision, however, shall in no
way excuse the Administrator from liability to the Funds for any and all losses,
damages, costs, charges, counsel fees, payments and expenses, except for any
indirect, incidental, special or consequential losses or damages of any kind
whatsoever (including but not limited to lost profits), incurred by the Funds
due to the non-performance or delay in performance by the Administrator of its
duties and obligations under this Agreement if such non-performance or delay in
performance could have been reasonably prevented by the Administrator through
back-up systems and other procedures commonly employed by other administrators
in the mutual fund industry, provided that the Administrator shall have the
right, at all times, to mitigate or cure any losses.
21. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the date first written
above.
MUNDER SERIES TRUST. MUNDER CAPITAL MANAGEMENT
THE MUNDER @VANTAGE FUND
on behalf of the Funds set forth in Schedule A
(as may be amended from time to time)
By: By:
------------------------------- ---------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary Title: Chief Administrative
Officer
- 13 -
SCHEDULE A
AS OF APRIL ___, 2003
FUNDS, FEES & EXPENSES
FUNDS
MUNDER SERIES TRUST
Munder Balanced Fund
Munder Bond Fund
Munder Cash Investment Fund
Munder Emerging Markets Fund
Munder Future Technology Fund
Munder Healthcare Fund
Munder Index 500 Fund
Munder Institutional Money Market Fund
Munder Institutional Government Money Market Fund
Munder Intermediate Bond Fund
Munder International Bond Fund
Munder International Equity Fund
Munder International Growth Fund
Munder Large-Cap Growth Fund
Munder Large-Cap Value Fund
Munder Michigan Tax-Free Bond Fund
Munder Micro-Cap Equity Fund
Munder MidCap Select Fund
Munder Multi-Season Growth Fund
Munder NetNet Fund
Munder Power Plus Fund
Munder Real Estate Equity Investment Fund
Munder S&P MidCap Index Equity Fund
Munder S&P SmallCap Index Equity Fund
Munder Small-Cap Value 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
Liquidity Plus Money Market Fund
THE MUNDER @VANTAGE FUND
A-1
FEES
I. STANDARD BASIS POINT FEES
ANNUAL FEES - RETAIL FUNDS
First $2.8 Billion of Funds' Net Assets 14.10 Basis Points
Next $2.2 Billion of Funds' Net Assets 13.10 Basis Points
Next $5.0 Billion of Funds' Net Assets 12.90 Basis Points
Next $2.5 Billion of Funds' Net Assets 8.00 Basis Points
Thereafter 7.00 Basis Points
Per Fund Minimum $75,000
The retail funds complex minimum fee will be calculated by multiplying the per
fund minimum fee by the number of retail funds. Munder Capital will charge the
greater of the retail complex basis point fee or the retail complex minimum fee.
ANNUAL FEES - INSTITUTIONAL FUNDS (Institutional Money Market Fund,
Institutional Government Money Market Fund, S&P MidCap Index Equity Fund and S&P
SmallCap Index Equity Fund)
First $3 Billion of Funds' Net Assets 5.10 Basis Points
Next $3 Billion of Funds' Net Assets 4.90 Basis Points
Thereafter 4.65 Basis Points
Annual Complex Minimum None
The foregoing fees shall not exceed, between June 1, 2002 and May 31, 2003, the
sum of (a) $3.9 million and (b) the standard basis point and complex minimum
fees payable to the Funds' sub-administrators. The basis point fees are annual
charges billed and payable monthly based on average monthly net assets. Basis
point fees will be calculated on a complex basis and allocated as a percentage
of each Funds' average net assets.
II. LEVERAGE FEE
An additional fee of $10,000 will be charged to each Fund for leverage
monitoring and additional financial statement preparation required for Funds
that utilize leverage.
III. SPECIAL SERVICES
Fees for activities of a non-recurring nature such as fund consolidations or
reorganizations, extraordinary security shipments and the preparation of special
reports will be subject to negotiation. Fees for self-directed securities
lending transactions, non-standard XxXxXx financial reporting, Gateway reporting
system, master/feeder accounting and other special items will be negotiated
separately. New funds added to the family will be separately negotiated.
A-2
IV. PAYMENT
The above fees will be charged against the Funds' custodian checking account
five (5) days after the invoice is delivered to the Funds' offices, unless
otherwise instructed. If instructed otherwise, all open invoices in excess of 10
days after the invoice is mailed will accrue interest daily at the Fed Funds
Rate.
MUNDER SERIES TRUST MUNDER CAPITAL MANAGEMENT
MUNDER @VANTAGE FUND
BY: BY:
---------------------------- -----------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary Title: Chief Administrative Officer
Date: April ___, 2003 Date: April ___, 2003
A-3
SCHEDULE B
AS OF APRIL ___, 2003
SERVICES
The Administrator shall provide the services below, in each case, subject to the
respective control, supervision and direction of the respective Board of
Trustees for each of the Fund Parties and subject to any necessary review and
comment by the Funds' auditors and legal counsel and in accordance with
procedures which may be established from time to time by and between the Fund
Parties and the Administrator and approved by the respective Board of Trustees
for each of the Fund Parties.
GENERAL
a. Provide operational management, including development of
guidelines and procedures to improve overall compliance by
the Funds and their various agents and coordination of
communication between, and monitoring of reports submitted
by, the various service providers.
b. Subject to supervision of the respective Board of Trustees
for each of the Fund Parties, propose and carry out policies
directed at operational problem inquiry and resolution
concerning actual or potential compliance violations,
valuation of complex securities, securities trading in
problematic markets or correction of pricing errors.
c. Furnish officers for the Funds, subject to Board approval.
d. Prepare reports relating to the business and affairs of the
Funds as may be mutually agreed upon and not otherwise
prepared by the Funds' investment adviser, sub-adviser,
transfer agent, distributor, custodian, legal counsel or
independent accountants.
e. Provide consultation on regulatory matters relating to
portfolio management, Fund operations and any potential
changes in the Funds' investment policies, operations or
structure.
f. Prepare statistical and research data and reports, as
required.
g. Respond to, or refer to the Funds' officers or transfer
agent, shareholder inquiries relating to the Funds,
including responding to telephone inquiries and written
correspondence. Create and maintain a website to provide
account and fund-related information to Fund shareholders.
h. For new Funds, obtain Employer or Taxpayer Identification
Number and CUSIP numbers, as necessary. Estimate
organization costs and expenses and monitor against actual
disbursements.
B-1
i. Assist with the administration of financing related to any
Distribution and Service Plan or Service Plan, whether or
not adopted under Rule 12b-1.
j. Periodically review Board of Trustees deferred compensation
plan and statements being sent to them under the deferred
compensation plan.
MONITORING SERVICE PROVIDERS
a. Coordinate and manage the work relationships among all
service providers to the Fund Parties.
b. Negotiate and oversee service provider contracts, including,
but not limited to, securities lending, sub-administration,
sub-accounting, networking, and fund supermarket agreements.
c. Act as liaison to legal counsel to the Funds and, where
applicable, to legal counsel to the independent members of
the Board.
d. Make such reports and recommendations to the Board
concerning the performance and fees of the Funds' investment
adviser, sub-adviser, sub-administrator, transfer agent,
distributor and custodian as the Board may reasonably
request or deems appropriate.
e. Make such reports and recommendations to the Board
concerning the performance of the independent accountants as
the Board may reasonably request.
FUND ACCOUNTING
a. Oversee the determination and publication of the net asset
value of each Fund and class in accordance with the
valuation procedures and policies adopted from time to time
by the Board.
b. Account for dividends and interest received and
distributions made by the Funds.
c. Prepare daily trial balances.
d. Maintain general investment ledger and capital stock
accounts and provide selected general ledger reports,
portfolio transactions, position and income reports.
e. Calculate, submit for review by officers of the Funds, and
arrange for the payment of fees to the Funds' investment
adviser, sub-adviser, sub-administrator, transfer agent,
distributor and custodian.
f. Prepare and manage expense budgets for each of the Fund
Parties.
g. Review calculation of, submit for approval by officers of
the Funds and arrange for payment of the expenses of each of
the Funds.
B-2
h. Prepare Fund and class expense projections, establish
accruals and review on a periodic basis, including expenses
based on a percentage of average daily net assets (e.g.
advisory, sub-advisory and administrative fees) and expenses
based on actual charges annualized and accrued daily (audit
fees, registration fees, Trustees' fees, etc.).
i. Arrange for and monitor, if directed by the appropriate
officers of the Fund Parties, the payment of the each Fund
Party's and each Fund's or class' expenses (pursuant to each
Fund Party's Rule 18f-3 plan).
j. Prepare performance information calculated in accordance
with applicable federal securities law standards and furnish
to each of the Fund Parties, or others (including external
databases) as directed by the Fund Parties, such information
as may be reasonably requested.
k. Provide index and other benchmark performance information to
each of the Fund Parties as may be reasonably requested.
l. Provide domestic and/or international reports, as mutually
agreed upon.
FINANCIAL AND TAX REPORTING
a. Consult with the Funds' officers, independent accountants,
legal counsel, investment adviser, sub-adviser, transfer
agent, distributor and custodian, as appropriate, in
establishing the accounting policies of the Funds.
b. Prepare federal, state and local income tax returns for each
of the Fund Parties, for review by the Funds' independent
accountants and filing by the Funds' treasurer and
coordinate the independent accountant's annual audit of the
Fund Parties. Prepare and file Federal Excise Tax Return
(Form 8613). Obtain all information concerning foreign tax
filings prepared and filed in foreign jurisdictions with
respect to the Funds.
c. Prepare, for review by an officer of and legal counsel for
the Funds, periodic financial reports required to be filed
with the Securities and Exchange Commission ("SEC") on Form
N-30D, Form N-SAR and financial information required by Form
N-1A or N-2 (as applicable) and such other reports, forms or
filings as may be mutually agreed upon.
d. Prepare, for review and approval by officers of the Funds,
financial information for the Funds' semi-annual and annual
reports, proxy statements and other communications required
to be sent to Fund shareholders, and coordinate and arrange
for the printing and dissemination of such reports and
communications to shareholders.
e. Review implementation of any dividend reinvestment programs
authorized by the Board.
B-3
f. Calculate dividend and capital gains distributions in
accordance with policies detailed in the prospectus(es) and
statement(s) of additional information for the Funds. Assist
in making final determinations of distribution amounts.
g. Estimate and recommend dividend and capital gain
distributions necessary for each Fund to avoid the excise
tax on undistributed income of a regulated investment
company ("RIC") under Section 4982 of the Internal Revenue
Code of 1986, as amended ("Code").
h. Provide Form 1099-MISC to persons other than corporations
(i.e., Trustees) to whom a Fund Party paid more than $600
during the year.
PORTFOLIO COMPLIANCE
a. Monitor and periodically test each Fund's compliance with
investment restrictions (e.g., issuer or industry
diversification, concentration, etc.) listed in the current
prospectus(es) and statement(s) of additional information.
b. Monitor and periodically test, including on required
quarterly testing dates, each Fund's compliance with the
requirements of Section 851 of the Internal Revenue Code and
applicable Treasury Regulations for qualifications as a RIC.
c. Monitor each investment adviser and sub-adviser's compliance
with Board directives such as Rule 10f-3, Rule 17a-7, and
Rule 17e-1 procedures and Rule 12d3-1 compliance, if
applicable.
d. Mail quarterly requests for "Securities Transaction Reports"
to all "access persons" under the terms of the Fund Parties'
code of ethics and SEC regulations.
e. Prepare, distribute and utilize in compliance training
sessions, comprehensive compliance materials, including
compliance manuals and checklists, subject to review and
comment by the Funds' legal counsel and develop and assist
in developing guidelines and procedures to improve overall
compliance by the Fund Parties and their various agents.
REGULATORY AFFAIRS AND CORPORATE GOVERNANCE
a. Oversee the maintenance by the Funds' custodian of certain
books and records of the Funds as required under Rule
31a-1(b) of the 1940 Act.
b. Maintain a general corporate calendar for each of the Fund
Parties and, with respect to each Fund, create and maintain
all records required by Section 31 of the 1940 Act and Rules
31a-1 and 31a-2 thereunder, except those records that are
maintained by the Funds' investment adviser, sub-adviser,
transfer agent, distributor and custodian.
c. Prepare, update and maintain copies of documents, such as
charter documents, by-laws and foreign qualification
filings.
B-4
d. Maintain copies of the charters and by-laws of the Fund
Parties.
e. File annual and semi-annual shareholder reports with the
appropriate regulatory agencies; review text of "President's
letters" to shareholders and "Management's Discussion of
Fund Performance" (which shall also be subject to review by
the Funds' counsel).
f. Subject to review and comment by the Funds' legal counsel,
prepare agenda and background materials for Board meetings,
make presentations where appropriate, prepare minutes and
follow-up on matters raised at Board meetings.
g. Organize, attend and prepare minutes of shareholder
meetings.
h. Review and monitor the fidelity bond and errors and
omissions insurance coverage and the submission of any
related regulatory filings.
i. Establish procedures pursuant to federal laws and
regulations as necessary to monitor for and prevent the use
of the Funds for money laundering or other illegal purposes
and make appropriate reports to the Board concerning the
foregoing.
j. Maintain continuing awareness of significant emerging
regulatory and legislative developments that may affect the
Funds, update the Board and the investment adviser on those
developments and provide related planning assistance where
requested or appropriate.
k. Counsel and assist the Fund Parties in the handling of
routine regulatory examinations and work closely with the
Funds' legal counsel in response to any non-routine
regulatory matters.
l. Prepare required documentation and make filings with the
applicable state securities administrators at the specific
direction of the Funds and in accordance with the securities
laws of each jurisdiction in which Fund shares are to be
offered or sold pursuant to instructions given to the
Administrator by the Funds. Such filings include, but are
not limited to:
(1) a Fund's initial notices, the prospectus(es) and
statement(s) of additional information and any
amendments or supplements thereto where required;
(2) renewals and amendments to registration statements
where required;
(3) a Fund's sales reports where required;
(4) payment at the expense of the Funds of all Fund Notice
Filing fees;
(5) annual reports and proxy statements where required; and
(6) such additional services as the Administrator and the
Funds may agree upon in writing.
B-5
m. Subject to review and comment by the Funds' legal counsel,
prepare and file with the SEC amendments and supplements to
the registration statements for the Funds, including
updating the prospectus(es) and statement(s) of additional
information, where applicable.
n. Subject to review and comment by the Funds' legal counsel,
prepare and file with the SEC proxy statements and provide
consultation on proxy solicitation matters.
o. Subject to review and comment by the Funds' legal counsel,
prepare and file with the SEC Form N-SAR filings and Rule
24f-2 notices.
p. Subject to review and comment by the Funds' legal counsel,
prepare and file with the SEC Form N-23-c-3.
q. Subject to review and comment by the Funds' legal counsel,
review and provide assistance on Fund advertisements, sales
literature and shareholder communications.
r. Oversee, prepare reports and provide periodic testing of the
liquidity of the @Vantage Fund's portfolio with respect to
limitations imposed on periodic tender offers by the Fund
pursuant to Rule 23c-3 under the 1940 Act. Work in
conjunction with the @Vantage Fund's investment adviser and
legal counsel as necessary or appropriate in this regard.
B-6
