Exhibit 99(d)(iii)
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
MUNDER SERIES TRUST
AGREEMENT, made as of the ____ day of April, 2003, among Munder Capital
Management ("Advisor"), a Delaware partnership, Framlington Overseas Investment
Management Limited ("Sub-Advisor"), a subsidiary of Framlington Group Limited, a
private limited company, incorporated in England and in Wales and registered
under the Investment Advisers Act of 1940, as amended ("Advisers Act"), and
Munder Series Trust ("Trust"), a Delaware statutory trust and an open-end
management investment company registered under the Investment Company Act of
1940, as amended ("1940 Act").
WHEREAS, the Advisor has entered into Investment Advisory Agreement dated
as of April __, 2003, with the Trust (the "Investment Advisory Agreement"),
pursuant to which the Advisor acts as investment adviser to the Trust, with
respect to those series set forth in Schedule A to this Agreement, as it may be
amended from time to time (each, a "Fund" and, collectively, "Funds");
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the Trust, the Advisor and the Sub-Advisor
as follows:
1. Appointment
The Advisor hereby appoints the Sub-Advisor to act as sub-investment
adviser to the Funds for the periods and on the terms set forth herein. The
Sub-Advisor accepts the appointment and agrees to furnish the services set forth
herein for the compensation provided herein.
2. Services as Sub-Advisor
Subject to the general supervision and direction of The Munder Funds Board
(the "Board") and the Advisor, the Sub-Advisor will: (a) manage the investments
of each Fund in accordance with each Fund's investment objectives, restrictions
and policies as stated in that Fund's Prospectus and the Statement of Additional
Information filed with the Securities and Exchange Commission, as they may be
amended from time to time; (b) make investment decisions for each Fund; (c)
place purchase and sale orders on behalf of each Fund; and (d) select
broker-dealers to execute trades on behalf of each Fund.
The Sub-Advisor further agrees that, in performing its duties hereunder, it
will:
(a) comply with the 1940 Act and all rules and regulations
thereunder, the Advisers Act, the Internal Revenue Code, of 1986, as amended
("Code"), and all other applicable federal and state laws and regulations, and
with any applicable procedures adopted by the Board as advised to the
Sub-Advisor from time to time;
(b) use reasonable efforts to manage each Fund so that each 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 Advisor or Board such periodic and special reports
as the Board may reasonably request, and keep the Advisor and the Board informed
of developments materially affecting the Funds' portfolios;
(d) make available to the Funds' administrator and, as appropriate,
the Trust, promptly upon their request, such copies of the investment records
and ledgers with respect to the Funds as may be required to assist the
administrator, the Trust in their compliance with applicable laws and
regulations; and
(e) immediately notify the Trust in the event that the Sub-Advisor or
any of its affiliates: (1) becomes aware that it is subject to a statutory
disqualification that prevents the Sub-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 Sub-Advisor further
agrees to notify the Trust immediately of any material fact known to the
Sub-Advisor respecting or relating to the Sub-Advisor that is not contained in
the Trust'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.
3. Documents
The Advisor has delivered properly certified or authenticated copies of
each of the following documents to the Sub-Advisor and will deliver to it all
future amendments and supplements thereto, if any:
(a) certified resolutions of the Board authorizing the appointment of
the Sub-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 broker-dealers to execute transactions on behalf of the Funds,
the Sub-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 Sub-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-dealer and the
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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 Sub-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
Sub-Advisor or its affiliates exercise investment discretion. The parties hereto
acknowledge that it is desirable for the Trust that the Sub-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 Trust than may result when allocating brokerage to other
brokers on the basis of seeking the most favorable price and efficient
execution. Therefore, the Sub-Advisor may cause a Fund 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 Sub-Advisor determines in good faith that such
commission is reasonable in relation to 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 Sub-Advisor to the
Funds. It is understood that the services provided by such brokers may be useful
to the Sub-Advisor in connection with the Sub-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
Sub-Advisor and its affiliates are authorized to effect portfolio transactions
for the Funds and to retain brokerage commissions on such transactions.
5. Records
The Sub-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 Sub-Advisor with respect to the Funds by the 1940 Act. The Sub-Advisor
further agrees that all records which it maintains for each Fund are the
property of each Fund and it will promptly surrender any of such records upon
request.
6. Standard of Care
The Sub-Advisor shall exercise its best judgment in rendering the services
under this Agreement. The Sub-Advisor shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Advisor, the Funds 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 Sub-Advisor against any liability to the Advisor, the Funds or to
the Funds' shareholders to which the Sub-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 Sub-Advisor's reckless disregard
of its obligations and duties under this Agreement. As used in this Section 6,
the term "Sub-Advisor" shall include any officers, directors, employees, or
other affiliates of the Sub-Advisor performing services with respect to the
Funds.
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7. Compensation
In consideration of the services rendered pursuant to this Agreement, the
Advisor will pay the Sub-Advisor a fee as set forth on Schedule A. This fee
shall be computed and accrued daily and payable monthly. For the purpose of
determining fees payable to the Sub-Advisor, the value of each Fund's daily net
assets shall be computed at the times and in the manner specified in the Fund's
Prospectuses or Statements of Additional Information.
8. Expenses
The Sub-Advisor will bear all expenses in connection with the performance
of its services under this Agreement. 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 qualification 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 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 or members of the
Board; and any extraordinary expenses.
9. Services to Other Companies or Accounts
The investment advisory services of the Sub-Advisor to the Funds under this
Agreement are not to be deemed exclusive, and the Sub-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.
10. Duration and Termination
(a) Current Funds. With respect to each of the Funds listed on
Schedule A as of April __, 2003 ("Current Funds") this Agreement shall be
effective as of the date hereof. For each Current Fund, this Agreement shall
continue in effect as the date hereof, unless sooner terminated, as provided
herein, for two years 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 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 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 April __, 2003 ("New Fund"), this Agreement shall become effective
on such date as
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determined by the 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 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 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
Board 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 or the Sub-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, 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 shall be effective with respect to
any Fund until approved by an affirmative vote of (i) a majority of the
outstanding voting securities of such Fund, and (ii) a majority of the members
of the Board, including a majority of Board members who are not interested
persons 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. Names
It is understood that the name "Framlington Overseas Investment Management
Limited" or "Munder Capital Management" or any derivative of or logo associated
with either name is the valuable property of the Sub-Advisor and the Advisor and
each of their affiliates, and that the Fund has the right to use any such names
(or any derivative thereof or associated logo) only so long as this Agreement
shall continue with respect to that Fund. Upon termination of this Agreement,
the Trust shall forthwith cease to use such names (or any derivative thereof or
associated logo) and the Trust, as applicable, will promptly amend its charter
documents to change the name of any applicable Fund to comply herewith.
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13. Miscellaneous
(a) The provisions set forth on Appendix A with respect to the
Sub-Advisor are incorporated herein by reference and considered part of this
Agreement. 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 contained 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 is 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 Sub-Advisor by the Advisor
shall be in writing and shall be duly given if mailed or delivered to the
Sub-Advisor at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx, or at such other
address or to such individual as shall be specified by the Sub-Advisor to the
Fund or the Advisor. Notices of any kind to be given to the Fund or the Advisor
by the Sub-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 Fund or the Advisor
to the Sub-Advisor.
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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
By:____________________________
Xxxxxxx X. Xxxxxxxxxxx
Vice President and Secretary
MUNDER CAPITAL MANAGEMENT
By:____________________________
Xxxxxxx X. Xxxxxxxxxxx
Executive Vice President
FRAMLINGTON OVERSEAS INVESTMENT
MANAGEMENT LIMITED
By:____________________________
SCHEDULE A
As of April __, 2003
This Fee Schedule shall apply to the following Funds:
Munder Emerging Markets Fund
Munder International Growth Fund
Munder Healthcare Fund
For each of the Funds listed above, the Advisor shall pay to the Sub-Advisor an
annual fee equal to 40% of the net revenues earned by the Advisor with respect
to that Fund. For purposes of this calculation, "net revenues" with respect to a
Fund shall be equal to the amount of advisory fees charged by the Advisor for
that Fund, less the sum of (i) any advisory fee waivers and expense
reimbursements made by the Advisor for that Fund, and (ii) any payments made by
the Advisor to broker/dealers, wirehouses, or other third party intermediaries
based on sales of the Fund made by, and/or assets of the Fund held through, such
entities.
Dated: April __, 0000
X-0
XXXXXXXX A
As of April __, 2003
Additional FSA Provisions
The provisions set forth herein are subject to the limitations of the 1940
Act, the Advisers Act and the Funds' Prospectuses and Statements of Additional
Information. In the extent of a conflict of terms or provisions between this
Appendix A and the Agreement, the Agreement shall govern.
1. Framlington Overseas Investment Management Limited (the "Sub-Advisor") is
regulated in the conduct of its investment business in the United Kingdom
by the Financial Services Authority ("FSA").
2. Services
The Sub-Advisor will provide discretionary investment management
services for Munder Capital Management (the "Advisor"). Further details of
the services to be provided are set out in the Investment Sub-Advisory
Agreement (the "Agreement") to which this Appendix A is incorporated by
reference. Such services are to be provided on the basis that the Advisor
is an intermediate customer (as defined in the FSA rules).
3. Fees
Details of the Sub-Advisory fees are set out in Paragraph 7 of the
Agreement. Any remuneration received by the Sub-Advisor hereunder shall
supplement any other remuneration receivable by the Sub-Advisor in
connection with transactions effected by the Sub-Advisor with or for the
Advisor under this or any other agreement with the Advisor.
4. Termination
The provisions in respect of termination of the Agreement are set out
in Paragraph 10 of the Agreement. Termination of the Agreement by either
party shall be without prejudice to the completion of any transaction
already initiated which shall be completed in accordance with market
practice.
5. The Portfolio
The investment objectives and any restrictions on the types of
investments and markets in which transactions may be affected are
prescribed in applicable laws (see Paragraph 2 of the Agreement) and are
set-out in the Funds' Prospectuses and the Statements of Additional
Information or as notified to and accepted by the Sub-Advisor in accordance
with the terms of the Agreement.
6. Subject to the 1940 Act, the Investment Advisers Act, the Prospectuses and
the Statements of Additional Information, the Sub-Advisor shall be entitled
without prior reference to the Advisor to effect on behalf of the Advisor
transactions:
a) in investments the price of which may be being stabilized;
b) in units in Collective Investment Schemes which are not Regulated
Collective Investment Schemes and which are not regulated in
accordance with the 1940 Act and other applicable laws; and
c) where the Sub-Advisor may act as agent between another client or any
Associate of the Sub-Advisor and the Advisor provided that the terms
of the transaction are at least as good as those generally available
elsewhere.
7. The Sub-Advisor may commit the Advisor to supplement any Fund either by
borrowing or by committing the Advisor to a contract the performance of
which may require the Advisor to supplement such Fund but such borrowing
may only take place in accordance with the 1940 Act.
With respect to the above, borrowing shall only be effected on a
short-term basis ancillary to the proper management of the Funds pending
settlement of other transactions or to protect against currency
fluctuations and in any event will be in accordance with relevant
regulations and the guidelines set out in the applicable Prospectus and the
Statement of Additional Information.
8. Subject to the 1940 Act, the Advisers Act, the Prospectuses and the
Statements of Additional Information, the Sub-Advisor may effect without
prior reference to the Advisor transactions involving an obligation to
underwrite any issue or offer for sale of investments by or through parties
unrelated to the Sub-Advisor (and there are no restrictions on the
categories of securities which may be so underwritten) provided that such
underwriting shall be limited to 25% of the value of any Fund.
9. Valuation, Reports and Records
The Sub-Advisor shall send to the Advisor, at least once every
calendar quarter, a statement of the contents and valuation of the Funds
and the transactions entered into during such period. Such statement may
contain a measure of performance of the Funds by reference to the
appropriate indices which shall conform to the minimum requirements
prescribed by the FSA (Conduct of Business) Sourcebook.
The valuation shall be based on asset prices/values determined in
accordance with the Prospectus and Statement of Additional Information.
The Sub-Advisor shall forward contract notes to the administrator of
the Funds, as listed in the Funds' the Prospectuses and/or the Statements
of Additional Information, as soon as possible after the transaction at the
address set out in the Prospectuses or to such other address as the Advisor
may provide to the Sub-Advisor for that purpose.
10. Complaints
The Sub-Advisor has in operation, and ensures compliance with, a
written procedure for the effective consideration and proper handling of
any complaints the Advisor may have. The Advisor also has the right to make
a complaint direct to the Financial Ombudsman.
Such procedure ensures that (unless a complaint can be settled
instantly and directly by the representative or employee of the Sub-Advisor
responsible for settling complaints with sufficient independence and
competence) that within 4 weeks of receiving a complaint a formal response
or alternatively a holding response (explaining why the management is not
in a position to resolve the complaint and indicating when the Sub-Advisor
will make further contact, which must be within 8 weeks of receipt of the
complaint) is issued by the Sub-Advisor. If the Advisor is not happy with
the Sub-Advisor's decision, the Advisor may have the right to make a
complaint directly to the Financial Ombudsman Service subject to its formal
Terms of Reference.
11. Compensation
In the event that the Sub-Advisor is unable to meet any liabilities to
the Advisor, the Advisor may apply to the Financial Services Compensation
Scheme for a statement describing the rights to compensation.
12. Hedging
Where a liability in one currency is to be matched by an asset in a
different currency or where all or part of the investments are denominated
in a currency other than sterling, a movement of exchange rates may have a
separate effect, unfavorable as well as favorable, on the gain or loss
otherwise experienced on the investment.
13. Investments Not Readily Realisable
In relation to any Investments Not Readily Realisable in which the
Funds may be invested, the Advisor is advised that these are not readily
realisable, that there can not be any certainty that market makers will be
prepared to deal in them and that proper information for determining their
current value may not be available. The Sub-Advisor will notify the Advisor
of any transaction in an Investment Not Readily Realisable in the six
monthly statements, or as requested by the Advisor.
"Investment Not Readily Realisable" has the meaning assigned to it by
the FSA Rules and includes, inter alia, investments (which are not life
policies or units in Regulated Collective Investment Schemes) which are not
traded on or under the rules of a recognized investment exchange and
investments which are so traded, but not with sufficient frequency or
regularity for a reliable quoted price for such transactions to be
available.
14. Margined Transactions, Options, Futures and Contracts for Differences
The Sub-Advisor shall be entitled without prior reference to, or the
written consent of, the Advisor, to effect transactions in Margined
Transactions, Options, Futures and Contracts for Differences. The Advisor
is warned that the markets can be highly volatile and that such investments
may carry a high risk of loss. The Sub-Advisor will only carry out such
transactions in accordance with the Agreement, and the provisions of the
Prospectuses, the Statements of Additional Information, and applicable laws
and regulations.
"Margined Transactions" has the meaning assigned to it by the FSA
Rules and includes, inter alia, a transaction relating to a Future, an
Option or a Contract for Differences under the terms of which the Advisor
may be liable to make deposits in cash or collateral to secure performance
of obligations which he may have to perform when the transaction fails to
be completed or upon the earlier closing out of his position.
15. Warrants
Warrants often involve a high degree of gearing so that a relatively
small movement in the price of the security to which the warrant relates
may result in a disproportionately large movement, unfavourable as well as
favourable, in the price of the warrant.
