Exhibit 5(c)
Form of
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made this day of , 1997, between St. Clair Funds, Inc. ("St.
Clair") on behalf of the Munder Institutional S&P 500 Index Equity Fund, Munder
Institutional S&P MidCap Index Equity Fund, Munder Institutional S&P SmallCap
Index Equity Fund, Munder Institutional Short Term Treasury Fund and Munder
Institutional Money Market Fund (each, a "Fund" and collectively, the "Funds")
and Munder Capital Management (the "Advisor"), a Delaware partnership.
WHEREAS, St. Clair is a Maryland corporation authorized to issue shares in
series and is registered as an open-end management investment St. Clair under
the Investment Company Act of 1940, as amended (the "1940 Act"), and each Fund
is a series of St. Clair;
WHEREAS, the Advisor is registered as an investment advisor under the
Investment Advisers Act of 1940, as amended ("Advisers Act"); and
WHEREAS, St. Clair wishes to retain the Advisor to render investment
advisory services to the Funds, and the 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 between St. Clair and the Advisor as follows:
1. Appointment
St. Clair hereby appoints 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.
2. Services as Investment Advisor
Subject to the general supervision and direction of the Board of
Directors of St. Clair, the Advisor will (a) manage each Fund in accordance with
the Fund's investment objective and policies as stated in the 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 the Funds; (c) place purchase and sale orders on behalf
of the Funds; and (d) employ professional portfolio managers and securities
analysts to provide research services to the Funds. 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 (the
"Code"), and all other applicable federal and state laws and regulations, and
with any applicable procedures adopted by the Directors;
(b) use reasonable efforts to manage each Fund so that it will qualify, and
continue to qualify, as a regulated investment St. Clair 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 Board of Directors of St. Clair such periodic and
special reports as the Board may reasonably request, and keep the Directors
informed of developments materially affecting the Funds' portfolios;
(d) make available to the Funds' administrator and St. Clair, 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 St.
Clair in their compliance with applicable laws and regulations. The Advisor will
furnish the Directors with such periodic and special reports regarding the Funds
as they may reasonably request; and
(e) immediately notify St. Clair 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 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
St. Clair immediately of any material fact known to the Advisor respecting or
relating to the Advisor that is not contained in St. Clair'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
St. Clair has 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 of Directors of St. Clair authorizing
the appointment of the Advisor and approving the form of this Agreement;
(b) the Registration Statement 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 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 brokers or 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. 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
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.
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 a Fund's 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 the Funds.
7. Compensation
In consideration of the services rendered pursuant to this Agreement,
each Fund (with the exception of the Munder Institutional S&P 500 Index Equity
Fund) will pay the Advisor a fee at an annual rate equal to ___% of the average
daily net assets of each Fund. The Munder Institutional S&P 500 Index Equity
Fund will pay the Advisor a fee at an annual rate equal to ___% of its average
daily net assets. These fees shall be computed and accrued daily and payable
monthly. For the purpose of determining fees payable to the Advisor, 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.
8. Expenses
The 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 Directors of St. Clair who are not officers,
directors, or employees of the Advisor; Securities and Exchange Commission fees
and state blue sky fees; charges of custodians and transfer and dividend
disbursing agents; shareholder servicing fees; 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 of Board of Directors of St. Clair; 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 the 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 it
services hereunder are not impaired thereby.
10. Duration and Termination
This Agreement shall become effective on the date of this Agreement and
shall continue in effect with respect to a Fund, 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 approved at least
annually by (i) the vote of a majority of the Board of Directors of St. Clair or
(ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Fund's
outstanding voting securities, provided that in either event the continuance is
also approved by a majority of the Board of Directors 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 with respect to a Fund, without penalty, on sixty
(60) days' written notice by the Board of Directors of St. Clair or by vote of
holders of a "majority" (as defined in the 0000 Xxx) of the Fund's shares or
upon ninety (90) days' written notice by the Advisor. 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, 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 a Fund shall be
effective until approved by an affirmative vote of (i) a majority of the
outstanding voting securities of the Fund, and (ii) a majority of the Directors
of St. Clair, including a majority of Directors 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 Company and each Fund have the
right to use such name (or derivable or logo) only so long as this Agreement
shall continue with respect to the Funds. Upon termination of this Agreement,
the Company and each Fund shall forthwith cease to use such name (or derivative
or logo) and St. Clair shall promptly amend its Articles of Incorporation to
change the Company's and the Funds' names to comply herewith.
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 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 Advisor by St. Clair 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 to St. Clair. Notices of
any kind to be given to St. Clair 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 the address or to such individual as shall be specified by St.
Clair to the Advisor.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below on the day and year first above
written.
ST. CLAIR FUNDS, INC.
By:
MUNDER CAPITAL MANAGEMENT
By:
