Exhibit 5(b)
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT, made this 7th day of November, 1996, among Munder Capital
Management (the "Advisor"), a Delaware partnership, Framlington Overseas
Investment Management Limited (the "Sub-Advisor"), a subsidiary of Framlington
Group plc, a public holding company incorporated in England and in Wales and
registered under the Investment Advisers Act of 1940, as amended (the "Advisers
Act"), and The Munder Framlington Funds Trust (the "Trust"), a Massachusetts
business trust and a diversified open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act").
WHEREAS, the Advisor has entered into an Investment Advisory Agreement,
dated November 7, 1996 with the Trust (the "Investment Advisory Agreement"),
pursuant to which the Advisor will act as investment advisor to the Trust;
WHEREAS, the shares of beneficial interest of the Trust are divided into
more than one separate series; and
WHEREAS, the Advisor wishes to retain the Sub-Advisor to render investment
advisory services to the portfolios of the Trust listed on Appendix A attached
hereto (the "Funds"), and the Sub-Advisor is willing to furnish such services to
the 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
advisor 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-INVESTMENT ADVISOR
Subject to the general supervision and direction of the Board of Trustees
of the Trust and the Advisor, the Sub-Advisor will (a) manage the investments of
each Fund in accordance with the Fund's investment objective and policies as
stated in the Fund's Prospectuses 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 brokers-dealers to
execute trades on behalf of the Funds.
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 (the "Code"), and
all other applicable federal and state laws and regulations, and with any
applicable procedures adopted by the Trust's Trustees as advised to the Sub-
Advisor from time to time;
(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 the Funds' securities
transactions, render to the Advisor or Board such periodic and special reports
as the Board of Trustees of the Trust may reasonably request, and keep the
Advisor and the Trustees informed of developments materially affecting the
Funds' portfolios;
(d) make available to the Funds' administrator and 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 and 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 resolution of the Board of Trustees of the Trust authorizing
the appointment of the Sub-Advisor and approving the form of this Agreement;
(b) the Registration Statement 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 Statement
described above.
4. BROKERAGE
In selecting brokers-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 reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers-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 brokers-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
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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
Fund. 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 the Funds are the
property of the Funds 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.
7. COMPENSATION
In consideration of the services rendered pursuant to this Agreement, the
Advisor will pay the Sub-Advisor a fee at an annual rate based on the Funds'
average daily net assets as set forth on Appendix 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 the Funds' average daily net assets
shall be computed at the times and in the manner specified in the Funds'
Prospectuses or Statement of Additional Information. As to each Fund, if, in
any fiscal year, the Advisor determines to waive fees payable to it by the Fund
or reimburse expenses to the Fund, the Sub-Advisor will bear that portion of the
fee waiver or expense reimbursement which bears the same relation to such fee
waiver or expense reimbursement as the fee payable by the Fund to the Sub-
Advisor during such year bears to the total of (i) the annual fee payable by the
Fund to the Sub-Advisor plus (ii) the annual fee payable by the Fund to the
Advisor, in each case without giving effect to the fee waiver or expense
reimbursement.
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 Trustees of the Trust 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 the Fund's existence; costs attributable to investor services,
including, without limitation,
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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 Board of Trustees of the Trust; 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 other clients (whether or not their investment objectives and policies are
similar to those of the Funds) and to engage in the activities, so long as its
services hereunder are not impaired thereby.
10. DURATION AND TERMINATION
This Agreement shall become effective on the date first above written and
shall continue in effect, unless sooner terminated as provided herein, for two
years from such date and shall continue from year to year thereafter, provided
each continuance is specifically approve at least annually by (i) the vote of a
majority of the Board of Trustees of the Trust or (ii) a vote of a "majority"
(as defined in the 0000 Xxx) of each Fund's outstanding voting securities,
provided that in either event the continuance is also approved by a majority of
the Board of Trustees 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. This Agreement is terminable,
without penalty, (a) on sixty (60) days' written notice by the Board of Trustees
of the Trust or by vote of holders of a "majority" (as defined in the 0000 Xxx)
of each Fund's shares, (b) on 90 days' written notice by the Advisor or (c) on
ninety (90) days' written notice by the Sub-Advisor. This Agreement will be
terminated automatically in the event of its "assignment" (as defined in the
1940 Act).
All transactions already initiated hereunder at the time of termination
shall be completed in accordance with the Sub-Advisor's usual practice.
On termination, the Sub-Advisor shall be entitled to charge the Advisor no
additional fee save for:
a) a proportion of the fee, corresponding to that part of the period by
reference to which any periodic fees are payable, which has expired at
the date of termination;
b) any additional expenses which the Sub-Advisor necessarily incurs in
terminating this Agreement.
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 a
Fund until approved by an affirmative vote of (i) a majority of the outstanding
voting securities of the Fund, and (ii) a majority of the Trustees of the Trust,
including a majority of Trustees 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.
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12. NAMES
It is understood that the name "Framlington Overseas Investment Management
Limited" or any derivative thereof or logo associated with that name is the
valuable property of the Sub-Advisor and its affiliates, and that each Fund has
the right to use such name (or derivative thereof or associated logo) only so
long as this Agreement shall continue with respect to that Fund. Upon
termination of this Agreement, each Fund shall forthwith cease to use such name
(or derivative thereof or associated logo) and the Trust shall promptly amend
its Declaration of Trust to change its name and the name of each Fund to comply
herewith.
The words "The Munder Framlington Funds Trust" and "Trustees" or "Board of
Trustees" used herein refer respectively to the Trust created and the Trustees,
as trustees of the Trust but not individually or personally acting from time to
time under a Declaration of Trust dated October 30, 1996 which is hereby
referred to and a copy of which is on file at the office of the Secretary of the
Commonwealth of Massachusetts and at the principal office of the Trust. 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
the Trust are made not individually, but in such capacities, and are not binding
upon any of the Trustees, shareholders, officers, representatives or agents of
the Trust personally, but bind only the Trust Property, and all persons dealing
with any class of shares of the Trust must look solely to the Trust Property
belonging to such class for the enforcement of any claims against the Trust.
13. 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 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 Advisor.
Notices of any kind to be given to 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 the address or to such individual as
shall be specified by the Trust 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 day and year first above
written.
THE MUNDER FRAMLINGTON FUNDS TRUST
Dated: April , 1998 By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
MUNDER CAPITAL MANAGEMENT
Dated: April , 1998 By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
FRAMLINGTON OVERSEAS INVESTMENT
MANAGEMENT LIMITED
Dated: April , 1998 By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
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APPENDIX A
Annual Fees (as a Percentage of
Funds Average Daily Net Assets
----- -------------------------------
Framlington Emerging Markets Fund 0.625%
Framlington International Growth Fund 0.50% of net assets up to $250 million; plus
0.375% of net assets of $250 million or more
Framlington Healthcare Fund 0.50% of net assets up to $250 million; plus
0.375% of net assets of $250 million or more
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APPENDIX B
ADDITIONAL IMRO PROVISIONS
--------------------------
1. Framlington Overseas Investment Management (the "Sub-Advisor") is regulated
in the conduct of its investment business in the United Kingdom by IMRO,
the Investment Management Regulatory Organization.
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"). Such services are to be provided on the basis
that the Advisor falls within the category of non-private investor.
3. FEES
Details of the Sub-Advisory fees are set out in Clause 7. 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
Clause 10. 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 Clause 2 of the Agreement) and are set-out in each
prospectus for Class Y, Class K, Class A, B, C shares (the "Prospectus")
and the Statement 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 Prospectus and Statement 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; and
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.
7. The Sub-Advisor may commit the Advisor to supplement the Funds either by
borrowing or by committing the Advisor to a contract the performance of
which may require the Advisor to supplement the Funds but such borrowing
may only take place in accordance with the 1940 Act.
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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
Prospectus.
8. VALUATION, REPORTS AND RECORDS
The Sub-Advisor shall send to the Advisor, at least once every 6 months, a
statement of the contents and valuation of the Funds, the transactions
entered into during such period and other information required by the IMRO
Rules to be contained in such statement. Such statement may contain a
measure of performance of the Funds by reference to the appropriate
indices.
The Sub-Advisor shall forward contract notes to the administrator of the
Funds, State Street Bank and Trust Company, as soon as possible after the
transaction at the address set out in the Prospectus or to such other
address as the Advisor may provide to the Sub-Advisor for that purpose.
9. 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 Investment Ombudsman, at 0 Xxxxxxxxxx Xxxxx, Xxxxxx
XX0X 0XX.
Such procedure ensures that (unless a complaint can be settled instantly
and directly by the representative or employee of the Sub-Advisor
responsible for the matters involved in the complaint and does not involve
sums which are material in relation to the financial circumstances of the
complainant) the complaint is considered by an officer or employee of
appropriate seniority who was not himself concerned in the matter or (where
this is not possible) by a person of appropriate standing who is not an
officer or employee of the Sub-Advisor.
10. COMPENSATION
In the event that the Sub-Advisor is unable to meet any liabilities to the
Advisor, the Advisor can apply to the Sub-Advisor or to IMRO for a
statement describing the rights to compensation.
11. 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.
12. 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.
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13. 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
Prospectus, the Statement of Additional Information, and applicable laws
and regulations.
"Investment Not Readily has the meaning assigned to it by the IMRO Rules and
Realisable" 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.
"Margined Transactions" has the meaning assigned to it by the IMRO 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.
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