Exhibit 99(d)(1)
COMBINED INVESTMENT ADVISORY AGREEMENT
MUNDER SERIES TRUST
THE MUNDER FUNDS, INC.
THE MUNDER FRAMLINGTON FUNDS TRUST
AGREEMENT, made this 13/th/ day of June, 2003, among The Munder Series
Trust ("MST"), on behalf of each of its series, The Munder Funds, Inc. ("MFI")
on behalf of each of its series, and The Munder Framlington Funds Trust ("MFFT")
on behalf of each of its series, and Munder Capital Management ("Advisor"), a
Delaware partnership.
WHEREAS, MST is a Delaware statutory trust, MFI is a Maryland corporation
and MFFT is a Massachusetts business trust, 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 MST, MFI and MFFT are each
registered as an open-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Advisor is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act");
WHEREAS, MFI, MFFT, The Munder Funds Trust ("MFT") and St. Clair Funds,
Inc. ("St. Clair") have entered into an Amended and Restated Investment Advisory
Agreement with the Advisor dated May 15, 2001 ("Pre-Reorganization Agreement");
WHEREAS, MST has entered into an Investment Advisory Agreement with the
Advisor dated April 30, 2003 ("MST Agreement"), which was intended to replace
the Pre-Reorganization Agreement following the reorganization of all of the
portfolios of MFI, MFFT, MFT and St. Clair into corresponding series of MST;
WHEREAS, certain portfolios of MFI and MFFT did not receive sufficient
shareholder approval to be reorganized into series of MST; and
WHEREAS, the terms of the Pre-Reorganization Agreement and MST Agreement
are substantially similar in all material respects and the parties desire to
combine the two Agreements into a single Investment Advisory Agreement
applicable to all Funds.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among MST, MFI, MFFT and the Advisor as follows:
1. Appointment
(a) MST, MFI and MFFT 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 MST, MFI or MFFT establishes 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 MST, MFI or MFFT, 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 MST, MFI or
MFFT, as applicable, and the Advisor at that time.
2. Services as Investment Advisor
Subject to the general supervision and direction of Boards of
Directors/Trustees of MST, MFI and MFFT (collectively, the "Board"), 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 Board, 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 Board;
(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 Board such periodic and special reports as the Board
may reasonably request, and keep the Board informed of developments materially
affecting each Fund's portfolio;
(d) make available to the Funds' administrator and, as appropriate, MST,
MFI or MFFT 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 MST, MFI and MFFT in their compliance with applicable laws and
regulations. The Advisor will furnish the Board with such periodic and special
reports regarding the Funds as they may reasonably request; and
(e) immediately notify MST, MFI and MFFT 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
2
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 MST, MFI and MFFT immediately of any material
fact known to the Advisor respecting or relating to the Advisor that is not
contained in MST's, MFI's or MFFT'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 MST,
MFI and/or MFFT on behalf of one or more of the Funds, the investment advisory
services specified therein in connection with the management of 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
MST, MFI and MFFT has each 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 Board 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 MST, MFI and MFFT 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
3
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 prescibed
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.
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,
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 Schedules B1 and B2 attached
hereto. With respect to Funds listed on Schedule B1, the fee shall be computed
and accrued daily and payable monthly. For purposes of determining fees payable
in this manner, 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. With respect to Funds listed on Schedule B2, the fee
shall be computed and accrued daily and payable daily. For the purpose of
determining fees payable to the Advisor, the value of a Fund's 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
4
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 the
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
those of a Fund) and to engage in activities so long as its services hereunder
are not impaired thereby.
10. Duration and Termination
(a) Current Funds. With respect to each of the Funds listed on Schedule
A as of June 13, 2003 ("Current Funds"), this Agreement shall be effective as of
the date that Pre-Reorganization Agreement or MST Agreement, as applicable,
became effective with respect to that Fund ("Original Agreement Date"). For each
Current Fund, this Agreement shall continue in effect from the date hereof,
unless sooner terminated, as provided herein, for two years from the Original
Agreement Date for that Current Fund and shall continue 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 June 13, 2003 ("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 the 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
5
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 shall 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 members
of the 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.
12. Use of Name
It is understood that the name of Munder Capital Management or any
derivative thereof or logo associated with that name is the valuable property of
the Advisor and its affiliates, and that the MST, MFI and MFFT 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,
MST, MFI or MFFT, as appropriate, and any affected Fund shall forthwith cease to
use such name (or derivative or logo) and MST, MFI or MFFT, 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 MST, MFI and MFFT. Nothing
in this Agreement shall be interpreted to combine or collectively enjoin any of
MST, MFI or MFFT. For all purposes, this Agreement shall be considered and
interpreted as individual agreements between the Advisor and each of MST, MFI
and MFFT.
6
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 MST, MFI and MFFT
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 MST, MFI or MFFT 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 MST, MFI and MFFT.
(g) With respect to MFFT, the words "The Munder Framlington Funds Trust"
and "Trustees" or "Board of Trustees" used or implied herein refer respectively
to the trust created and the Trustees, as trustees of MFFT, but not individually
or personally acting from time to time under the Declaration of Trust, which is
hereby referred to and a copy of each is on file at the office of the Secretary
of The Commonwealth of Massachusetts and at the principal office of MFFT.
(h) With respect to MFFT, the obligations of "The Munder Framlington Funds
Trust" entered into in the name or on behalf thereof by any of the Trustees,
officers, representatives or agents of MFFT are made not individually, but in
such capacities, and are not binding upon any of the Trustees, shareholders,
officers, representatives or agents of MFFT personally, but bind only the
trust's property, and all persons dealing with any series or class of shares of
MFFT must look solely to MFFT property belonging to such series or class for the
enforcement of any claims against the MFFT.
7
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.
MUNDER SERIES TRUST
THE MUNDER FUNDS, INC.
THE MUNDER FRAMLINGTON FUNDS
TRUST
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------
Xxxxxxx X. Xxxxxxxxxxx
Vice President and Secretary
MUNDER CAPITAL MANAGEMENT
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Xxxxx X. Xxxxxxx
Chief Administrative Officer
8
SCHEDULE A
As of June 13, 2003
Munder Series Trust
Liquidity Money Market Fund
Munder Balanced Fund
Munder Bond Fund
Munder Cash Investment Fund
Munder Emerging Markets Fund
Munder Institutional Government Money Market Fund
Munder Institutional Money Market Fund
Munder Intermediate Bond Fund
Munder International Bond Fund
Munder International Growth Fund
Munder Large-Cap Value Fund
Munder Michigan Tax-Free Bond Fund
Munder MidCap Select Fund
Munder Money Market Fund
Munder Multi-Season Growth Fund
Munder Real Estate Equity Investment Fund
Munder Small Company Growth Fund
Munder Small-Cap Value 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 Future Technology Fund
Munder Micro-Cap Equity Fund
Munder NetNet Fund
Munder Power Plus Fund
The Munder Framlington Funds Trust
Munder Healthcare Fund
A-1
SCHEDULE B1
As of June 13, 2003
Annual Fees
(as a Percentage of Average Daily Net Assets)
Munder Future Technology Fund 1.00% of the Fund's average daily net assets
up to $4 billion; 0.95% of the Fund's average
daily net assets from $4 billion to $5
billion; and 0.90% of the Fund's average
daily net assets in excess of $5 billion
Munder Healthcare Fund 1.00% of net assets up to $250 million; plus
0.75% of net assets of $250 million or more
Munder Micro-Cap Equity Fund 1.00%
Munder NetNet Fund 1.00% of the Fund's average daily net assets
up to $4 billion; 0.95% of the Fund's average
daily net assets from $4 billion to $5
billion; and 0.90% of the Fund's average
daily net assets in excess of $5 billion
Munder Power Plus Fund 0.75%
B1-1
SCHEDULE B2
As of June 13, 2003
Annual Fees
(as a Percentage of Daily Net Assets)
Liquidity Money Market Fund 0.35%
Munder Balanced Fund 0.65%
Munder Bond Fund 0.50%
Munder Cash Investment Fund 0.35%
Munder Emerging Markets Fund 1.25%
Munder Institutional Government Money Market Fund 0.20%
Munder Institutional Money Market Fund 0.20%
Munder Intermediate Bond Fund 0.50%
Munder International Bond Fund 0.50%
Munder International Growth Fund 1.00% of net assets up to $250 million; plus
0.75% of net assets of $250 million or more
Munder Large-Cap Value Fund 0.75%
Munder Michigan Tax-Free Bond Fund 0.50%
Munder MidCap Select Fund 0.75%
Munder Multi-Season Growth Fund 0.75%
Munder Real Estate Equity Investment Fund 0.74%
Munder Small Company Growth Fund 0.75%
Munder Small-Cap Value Fund 0.75%
Munder Tax-Free Bond Fund 0.50%
Munder Tax-Free Money Market Fund 0.35%
Munder Tax-Free Short & Intermediate Bond Fund 0.50%
Munder U.S. Government Income Fund 0.50%
Munder U.S. Treasury Money Market Fund 0.35%
B2-1
