Item 77Q1(e)
COMBINED INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made this 29th day of December, 2006, among Munder
Series Trust (MST), on behalf of each of its series, Munder
Series Trust II (MSTII), on behalf of each of its series, The
Munder @Vantage Fund (@Vantage), and Munder Capital Management
(Advisor), a Delaware general partnership.
WHEREAS, MST is a Delaware statutory trust authorized to issue
shares in series, MSTII is a Massachusetts business trust
authorized to issues shares in series, and @Vantage is a
Delaware statutory trust and the series of MST set forth in
Schedule A, as may be amended from time to time, the series of
MSTII set forth in Schedule A, as may be amended from time to time,
and @Vantage are each referred to herein as a Fund and, collectively,
as the Funds;
WHEREAS, MST and MSTII are each registered as open-end management
investment companies 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 Advisor is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (Advisers Act);
WHEREAS, MST and MSTII entered into a Combined Investment Advisory
Agreement with the Advisor dated June 13, 2003, as
amended (2003 Agreement);
WHEREAS, @Vantage entered into an Investment Advisory
Agreement with
the Advisor dated August 17, 2000 (@Vantage Agreement);
WHEREAS, prior to the termination of the 2003 Agreement and the
@Vantage Agreement, the Boards of Trustees of MST, MSTII and
@Vantage
and shareholders of each Fund approved this Agreement to become
effective
following the effectiveness of the change of control of the Advisor; and
WHEREAS, the 2003 Agreement and the @Vantage Agreement terminated
automatically on December 29, 2006 as a result of a change of
control
of the Advisor;
NOW, THEREFORE, in consideration of the promises and mutual
covenants
herein contained, it is agreed among MST, MSTII, @Vantage
and the Advisor as follows:
1. Appointment
(a) MST, MSTII and @Vantage hereby appoint the Advisor to act as
investment adviser 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 in Schedule B hereto.
(b) In the event that MST, MSTII or @Vantage 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,
MSTII or @Vantage, 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, MSTII or @Vantage, as applicable, and the Advisor at that
time.
2. Services as Investment Adviser
Subject to the general supervision and oversight of the
Boards of Trustees
of MST, MSTII and @Vantage (collectively, the Board), the Advisor:
(a) will have overall supervisory responsibility for the general
management and investment of each Funds assets and will
provide a program
of continuous investment management for each Fund in
accordance with
each Funds investment objective and policies as stated in each Funds
prospectus and statement of additional information filed with the
Securities and Exchange Commission (SEC), as they may
be amended from
time to time (each a Prospectus and, together,
the Prospectuses);
(b) subject to the approval of the Board, may enter into an
agreement with one or more sub-advisors
(each a Sub-Advisor) pursuant
to which each Sub-Advisor shall furnish the investment advisory
services specified therein in connection with the management of one
or more of the Funds as specified therein
(each a Sub-Advisory Agreement
and, collectively, the Sub-Advisory Agreements);
provided, that any
Sub-Advisory Agreement with a Sub-Advisor shall be
in compliance with,
and approved as required by, the 1940 Act or
the rules or regulations
thereunder or in accordance with exemptive relief granted by the SEC
under the 1940 Act. The Advisor will continue to have ultimate
responsibility for all investment advisory services furnished pursuant
to any Sub-Advisory Agreement. The Advisor shall be solely responsible
for compensating any Sub-Advisor for performing any of the duties and
obligations delegated to such Sub-Advisor, provided that the Advisor may
request that MST, MSTII and @Vantage directly pay to the Sub-Advisor the
portion of the Advisors compensation that the Advisor is obligated to pay
to the Sub-Advisor. If MST, MSTII and @Vantage agree to such request,
the compensation MST, MSTII and @Vantage pay to the Advisor shall be
reduced by amounts paid directly to any Sub-Advisor. In the event that
any Sub-Advisor appointed hereunder is terminated, the Advisor may provide
investment advisory services pursuant to this Agreement through its own
employees or through another Sub-Advisor as approved by MST, MSTII and
@Vantage.
(c) will, or will cause the appropriate Sub-Advisor(s) to, invest and
reinvest the assets of the Funds by selecting the securities, instruments,
repurchase agreements, financial futures contracts, options and other
investments and techniques that the Funds may purchase, sell, enter
into or use;
(d) will, or will cause the appropriate Sub-Advisor(s) to, determine
the portions of each Funds portfolio to be invested in securities
or other assets and uninvested or in cash equivalents;
(e) will, or will cause the appropriate Sub-Advisor(s) to, oversee the
placement of purchase and sale orders on behalf of the Funds;
(f) will, or will cause the appropriate Sub-Advisor(s) to, employ
professional portfolio managers and securities analysts to provide
research services to the Funds;
(g) will, or will cause the appropriate Sub-Advisor(s) to, vote all
proxies solicited by or with respect to the issuers of securities
in which assets of the Funds may be invested in a manner that
complies with the Funds proxy voting policies and procedures and,
in the good faith judgment of the Advisor, best serves the interests
of each Funds shareholders; maintain records of all proxies voted on
behalf of the Funds; and provide information to MST, MSTII or @Vantage
or their designated agents in a manner that is
sufficiently complete and
timely to ensure compliance by MST, MSTII and @Vantage with their filing
obligations under Rule 30b1-4 of the 1940 Act;
(h) will, or will cause the appropriate Sub-Advisor(s) to, maintain books
and records with respect to each Funds securities transactions;
(i) will, and will cause each Sub-Advisor to, provide periodic and special
reports to the Board, as requested;
(j) to the extent reasonably requested by the officers of the Funds, will,
and will cause each Sub-Advisor to, cooperate with and provide reasonable
assistance to other service providers engaged
by MST, MSTII or @Vantage by:
(1) keeping them fully informed as to such matters
that they may reasonably
deem necessary with respect to the performance of their
obligations to the
Funds, (2) providing prompt responses to reasonable
requests for information
or assistance, and (3) establishing appropriate processes to promote the
efficient exchange of information; and
(k) will monitor compliance of each Sub-Advisor with the
investment objectives,
strategies, policies, limitations and restrictions of any Fund under the
management of such Sub-Advisor, and review and report to the applicable
Board on the performance of each such Sub-Advisor.
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
and that any Sub-Advisory Agreements it enters into with any Sub-Advisor
shall require that the Sub-Advisor will:
(a) comply in all material respects with (1) the 1940 Act
and the Advisers Act
and all rules and regulations thereunder, (2) the rules and regulations of
the Commodities Futures Trading Commission, (3) the Internal Revenue Code
of 1986, as amended (Code), (4) the investment objectives, strategies,
policies, limitations and restrictions of each Fund as described in the
Prospectuses, and (5) 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 Funds 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 Funds portfolio;
(d) make available to the Board, Chief Compliance Officers of MST, MSTII
and @Vantage (each the CCO) and the Funds administrator, promptly upon
their request, such copies of its investment records and ledgers with
respect to each Fund as may be required to assist in their compliance
with applicable laws and regulations. As reasonably requested by the
Board, the Advisor will complete periodic or special questionnaires and
furnish to the Board such periodic and special reports regarding each
Fund and the Advisor. In addition, the Advisor will furnish to the
Board and, subject to compliance with the Funds applicable policies
regarding disclosure of portfolio holdings, third-party data reporting
services all currently available standardized performance information
and other customary data;
(e) make available to the Board at reasonable times its
portfolio managers
and other appropriate personnel, either in person or, at the mutual
convenience of the Board and the Advisor, by telephone, in order to
review the investment policies, performance and other matters relating to the
management of the Funds;
(f) make available to the Funds administrator and, as appropriate, MST,
MSTII or @Vantage, promptly upon its request, such copies of its investment
records and ledgers with respect to the Funds as may be required to assist the
administrator and MST, MSTII and @Vantage in
their compliance with applicable
laws and regulations. The Advisor will furnish the
Board with such periodic
and special reports regarding the Funds as it may reasonably request;
(g) use no inside information that may be in its possession or in the
possession of any of its affiliates, nor will the Advisor seek to obtain
any such information, in providing investment advice to each Fund;
(h) immediately notify MST, MSTII, @Vantage and the Board in the event
that the Advisor or any of its affiliates becomes aware that the Advisor
is subject to that prevents the Advisor from serving as
investment adviser pursuant to this Agreement;
(2) fail to be registered as an investment adviser under the Advisers
Act or under the laws of any jurisdiction in which
the Advisor is required
to be registered as an investment adviser in order to perform its
obligations under this Agreement; (3) is the subject of an administrative
proceeding or enforcement action by the SEC or other regulatory authority;
or (4) is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, or governmental authority, involving
the affairs of MST, MSTII or @Vantage. The Advisor further agrees to
notify MST, MSTII and @Vantage immediately of any material fact known
to the Advisor respecting or relating to the Advisor that is not contained
in any 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 will promptly notify MST, MSTII, @Vantage and the
Board if its chief executive officer or any member
of the portfolio management
team for any Fund changes or there is otherwise an actual change in
control or management of the Advisor;
(i) not disclose information regarding Fund characteristics,
trading history, portfolio holdings or any other related
information to any third party, except in compliance with the
Funds policies on disclosure of portfolio holdings;
(j) provide MST, MSTII, @Vantage or the Board with such information
and assurances (including certifications and sub-certifications) as
MST, MSTII, @Vantage or the Board may reasonably request from time
to time in order to assist MST, MSTII, @Vantage or the Board in
complying with applicable laws, rules and regulations, including
requirements in connection with the preparation and/or filing of
the Funds Form N-CSRs and Form N-Qs;
(k) assist as requested in determining the fair value of portfolio
securities when market quotations are not readily available
(including making knowledgeable personnel of the Advisor available
for discussions with the Board and/or any fair valuation committee
appointed by the Board upon reasonable request, obtaining bids and
offers or quotes from broker-dealers or market-makers with respect
to securities held by the Funds and providing information upon
request on valuations the Advisor has determined of securities
also held by other clients of the Advisor), for the purpose of
calculating each Funds net asset value in accordance with the
procedures and methods established by the Board; and
(l) meet with the Board to explain its activities at such times and
places as the Board may reasonably request.
The Advisor will also make available, without additional
expense to the Funds, the service of the Advisors directors,
officers and employees to be duly elected or appointed officers
of MST, MSTII and @Vantage, subject to their individual consent
to serve and to any limitations imposed by laws, rules or regulations.
3. Documents
MST, MSTII and @Vantage have 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; and
(b) the Prospectuses and any exhibits, powers of
attorneys, certificates
and any and all other documents relating to or filed in connection
with the Prospectuses.
4. Brokerage
The Advisor may place orders pursuant to
its investment determinations
for each of the Funds directly with the issuers of the securities, or
with any broker or dealer. The Advisor may open and maintain brokerage
accounts of all types on behalf of and in the name of the Funds.
The Advisor may enter into standard customer agreements with brokers
and direct payments of cash, cash equivalents and securities and
other property into such brokerage accounts as the Advisor deems
desirable or appropriate. 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,
MSTII and @Vantage 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 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 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 Advisor to the Funds. It is
understood that
the services provided by such brokers may be useful to the Advisor in
connection with the Advisors 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. The
Advisor may, but shall not be obligated to, aggregate or bunch orders
for the purchase or sale of securities for the Funds with orders for its
other clients where: (1) such aggregation or bunching of order is not
inconsistent with a Funds investment objectives, policies and procedures,
(2) the allocation of the securities so purchased or sold, as well as the
expenses incurred in any such transaction, shall be made by the Advisor
in a manner that is fair and equitable in the judgment of the Advisor,
and (3) the Advisor shall be cognizant of its fiduciary obligations to
the Funds and each of its other clients and
shall enter into such transactions
only where the rights of each client are considered and protected.
To the extent that the Advisor retains one or more Sub-Advisors,
the Advisor shall monitor reasonably the use by each such Sub-Advisor
of brokers and dealers to execute trades in securities on behalf of the Funds.
5. Records
(a) The 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 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.
(b) The Advisor shall make all filings with the SEC required of
it pursuant to Section 13 of the 1934 Act with respect to its
duties as are set forth herein. The Advisor also shall make
all required filings on Forms 13D and 13G (as well as other
filings triggered by ownership in securities under other
applicable laws, rules and regulations) as may be required
of the Funds due to the activities of the Advisor. The Advisor
shall coordinate with MST, MSTII and @Vantage, as appropriate,
with respect to the making of such filings.
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 Advisors 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 Schedule B attached hereto.
The fee shall be computed and accrued daily and payable daily. For purposes
of determining fees payable in this manner, the value of a Funds daily
net assets shall be computed at the times and in the manner specified
in the Funds Prospectuses.
8. Expenses
(a) 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.
(b) The Advisor shall bear all reasonable expenses
of MST, MSTII and @Vantage,
if any, arising out of an assignment or change in
control of the Advisor.
In the event that there is a proposed change in
control of the Advisor
that would act to terminate this Agreement, and if a vote of shareholders
to approve a new advisory agreement is at that time deemed by counsel to
MST, MSTII and/or @Vantage to be required by the 1940 Act or any rule or
regulation thereunder, the Advisor agrees to assume all reasonable costs
associated with soliciting shareholders of the Funds to approve any such
new advisory agreement with the Advisor. Such expenses include the costs
of preparation and mailing of a proxy statement, and of soliciting proxies.
(c) Except to the extent expressly assumed by the Advisor
or required under
applicable laws, rules and regulations to be paid, assumed or reimbursed
by the Advisor, 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; SEC fees and state blue sky fees;
charges of custodians and transfer and dividend disbursing agents; the Funds
proportionate share of insurance premiums; outside auditing
and legal expenses;
costs of maintenance of the Funds existence; costs
attributable to investor
services, including, without limitation,
telephone and personnel expenses;
charges of independent pricing services, costs of
preparing and printing
Prospectuses 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. If the Advisor provides
any advice to its clients
concerning investment in the shares of a Fund, the
Advisor shall act solely
for such clients in that regard and not in any way
on behalf of MST, MSTII,
@Vantage or the Funds.
10. Compliance Matters
(a) The Advisor understands and agrees that it
is a service provider to MST,
MSTII and @Vantage as contemplated by Rule
38a-1 under the 1940 Act.
As such, the Advisor agrees to cooperate fully
with MST, MSTII and @Vantage
and their Trustees and officers, including the
CCO, with respect to (1) any
and all compliance-related matters, and
(2) the efforts of MST, MSTII and
@Vantage to assure that each of their service
providers adopt and maintain
policies and procedures that are reasonably
designed to prevent violation
of the federal securities laws, as that term
is defined by Rule 38a-1, by
MST, MSTII, @Vantage and the Advisor. In this
regard, the Advisor shall:
(1) submit to the Board for its consideration
and approval, prior to the
effective date of this Agreement, the Advisors
applicable compliance
policies and procedures;
(2) submit to the Board for its consideration
and approval, annually
(and at such other times as MST, MSTII and
@Vantage may reasonably request),
a report (Report) fully describing any
material amendments to the Advisors
applicable compliance policies and procedures
since the most recent Report;
(3) provide periodic reports discussing the Advisors
compliance program
and special reports in the event of material
compliance matters;
(4) permit MST, MSTII, @Vantage and their Trustees
and officers to become
familiar with the Advisors operations and understand
those aspects of the
Advisors operations that may expose MST, MSTII and
@Vantage to compliance
risks or lead to a violation by MST, MSTII, @Vantage
or the Advisor of the
federal securities laws;
(5) permit MST, MSTII, @Vantage and their Trustees
and officers to
maintain an active working relationship with the
Advisors compliance
personnel by, among other things, providing the CCO
and other officers
with a specified individual within the Advisors
organization to discuss
and address compliance-related matters;
(6) provide MST, MSTII, @Vantage and their Trustees
and officers,
including the CCO, with such certifications as may be
reasonably requested; and
(7) reasonably cooperate with any independent
registered public
accounting firm engaged by MST, MSTII or @Vantage
and shall take all
reasonable action in the performance of its
obligations under this
Agreement to assure that access to all reasonably
necessary information
and the appropriate personnel are made available to
such independent
registered public accounting firm, to support the
expression of the
independent registered public accounting firms
opinion and their review
of the appropriate internal controls and operations,
as such may be required
from time to time.
(b) The Advisor represents, warrants and covenants that
it has implemented
and shall maintain a compliance program that complies
with the requirements
of Rule 206(4)-7 under the Advisers Act.
11. Duration and Termination
(a) Current Funds. This Agreement shall be
effective immediately
following the effective time on the effective date
of the change of
control of the Advisor with respect to the Funds
listed on Schedule
A as of that date (Current Funds). For each Current
Fund, this
Agreement shall continue in effect from the effective
date hereof,
unless sooner terminated, as provided herein, through
June 30, 2007
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
Funds 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 that
is not a Current Fund
(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 Funds
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 Funds
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.
(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 or Boards or by vote of the holders of a
majority (as defined in the 194
Act) 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).
12. Confidential Information
Each party agrees that it will treat confidentially
all information provided by
any other party regarding such other parties
businesses and operations,
including without limitation the investment
activities or holdings of each Fund.
All confidential information provided by a party
hereto shall not be disclosed
to any unaffiliated third party without the prior
consent of the providing party;
however, a Funds portfolio holdings information may be
disclosed in a manner
consistent with the policies and procedures adopted by
the Board regarding its
dissemination. The foregoing shall not apply to any
information that is public
when provided or thereafter becomes public through no
wrongful act of the recipient
or which is required to be disclosed by any regulatory
authority in the lawful and
appropriate exercise of its jurisdiction over a party,
by any auditor of the parties
hereto, by judicial or administrative process or otherwise
by applicable laws,
rules or regulations.
13. 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, except
to the extent permitted by the 1940 Act or the rules or
regulations thereunder
or pursuant to any exemptive relief granted by the SEC,
no material 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 (unless such approval is not required by Section 15
of the 1940 Act as
interpreted by the SEC or its staff), 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.
14. Use of Name
It is understood that the name of Munder Capital Management LLC
or any derivative
thereof or logo associated with that name is the valuable property
of the Advisor
and its affiliates, and that MST, MSTII, @Vantage 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, MSTII, or @Vantage,
as appropriate, and any affected Fund shall forthwith cease
to use such name
(or derivative or logo) and MST, MSTII, or @Vantage, as appropriate,
shall promptly
amend its charter documents to change the Fund name to comply herewith.
15. 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, MSTII and
@Vantage. Nothing
in this Agreement shall be interpreted to combine or collectively
enjoin any of
MST, MSTII or @Vantage. For all purposes, this Agreement shall
be considered and
interpreted as individual agreements between the Advisor and
each of MST, MSTII
and @Vantage.
16. 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, MSTII
or @Vantage
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, MSTII or @Vantage 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, MSTII and @Vantage.
(g) With respect to MSTII, the words Munder Series Trust II and Trustees
or Board of Trustees used or implied herein refer respectively to the trust
created and the Trustees, as trustees of MSTII, 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 MSTII.
(h) With respect to MSTII, the obligations of Munder Series Trust II
entered into in the name or on behalf thereof by any
of the Trustees, officers,
representatives or agents of MSTII are made not individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders,
officers, representatives or agents of MSTII personally, but bind only
the trusts property, and all persons dealing with any series or class
of shares of MSTII must look solely to MSTII property belonging to such series
or class for the enforcement of any claims against MSTII.
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
MUNDER SERIES TRUST II
THE MUNDER @VANTAGE FUND
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx
Vice President Chief Compliance Officer
MUNDER CAPITAL MANAGEMENT
By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Managing Director, Chief Administrative Officer
SCHEDULE A
As of December 29, 2006
Munder Series Trust
Institutional Money Market Fund
Liquidity Money Market Fund
Munder Asset Allocation Fund Balanced
Munder Bond Fund
Munder Cash Investment Fund
Munder Energy Fund
Munder Index 500 Fund
Munder Intermediate Bond Fund
Munder International Bond Fund
Munder International Equity Fund
Munder Internet Fund
Munder Large-Cap Core Growth Fund
Munder Large-Cap Value Fund
Munder Micro-Cap Equity Fund
Munder Mid-Cap Core Growth Fund
Munder Real Estate Equity Investment Fund
Munder X X XxxXxx Index Equity Fund
Munder S P SmallCap Index Equity Fund
Munder Small-Cap Value Fund
Munder Small-Mid Cap Fund
Munder Tax-Free Money Market Fund
Munder Taxfree short intermediate bond fund
Munder Technology Fund
Munder Series Trust II
Munder Healthcare Fund
The Munder @Vantage Fund
SCHEDULE B
As of December 29, 2006
Annual Fees
(as a Percentage of Daily Net Assets)
Institutional Money Market Fund
0.20%
Liquidity Money Market Fund
0.20%
Munder Asset Allocation Fund - Balanced
0.65%
Munder Bond Fund
0.50% of the first
$1 billion of average daily net assets;
and 0.45% of average daily net assets in excess of $1 billion
Munder Cash Investment Fund
0.35%
Munder Energy Fund
0.75%
Munder Healthcare Fund
1.00% of the first $100 million
of average daily net assets; 0.90% of the next $100 million;
0.85% of the next $50 million; and 0.75% of average daily
net assets in excess of $250 million
Munder Index 500 Fund
0.20% of the first $250 million of
average daily net assets; 0.12% of the next $250 million;
and 0.07% of average daily net assets in excess of $500 million
Munder Intermediate Bond Fund
0.50% of the first $1 billion
of average daily net assets; and 0.45% of average daily
net assets in excess of $1 billion
Munder International Bond Fund
0.50%
Munder International Equity Fund
0.75%
Munder Internet Fund
1.00% of the first $1 billion of
average daily net assets; and 0.85% of average daily net
assets in excess of $1 billion
Munder Large-Cap Core Growth Fund
0.75% of the first $1
billion of average daily net assets; 0.725% of the next
$1 billion; and 0.70% of average daily net assets in excess
of $2 billion
Munder Large-Cap Value Fund
0.75% of the first $100 million
of average daily net assets; and 0.70% of average daily net
assets in excess of $100 million
Munder Micro-Cap Equity Fund
1.00%
Munder Mid-Cap Core Growth Fund
0.75%
Munder Real Estate Equity Investment Fund
0.74%
Munder X X XxxXxx Index Equity Fund
0.15%
Munder S P SmallCap Index Equity Fund
0.15%
Munder Small-Cap Value Fund
0.75%
Munder Small-Mid Cap Fund
0.75%
Munder Tax-Free Money Market Fund
0.35%
0.50% of the first i
$200 million of average daily net assets; and 0.40% of average
daily net assets in excess of $200 million
Munder Technology Fund
1.00% of the first $300 million of average
daily net assets; 0.90% of the next $700 million; and 0.80% o
f average daily net assets in excess of $1 billion
The Munder @Vantage Fund
1.75%
12
X-0
X-0