Exhibit 99(h)(5)
AMENDMENT TO THE
TRANSFER AGENCY AND REGISTRAR AGREEMENT
THIS AMENDMENT, dated as of November 8, 2000 is made to the Transfer
Agency Agreement[s] (the "Agreement[s]") between each of the Funds executing
this Amendment and listed on Exhibit 1 of this Amendment attached hereto and
incorporated herein (hereinafter individually and collectively referred to as
the "Fund") and PFPC Inc. ("PFPC").
1. The attached Schedule D "Performance Standards" is hereby added to the
Agreement.
This Amendment contains the entire understanding among the parties with respect
to the transactions contemplated hereby. To the extent that any provision of
this Amendment modifies or is otherwise inconsistent with any provision of the
prior agreements and related agreements, this Amendment shall control, but the
prior agreements and all related documents shall otherwise remain in full force
and effect.
IN WITNESS WHEREOF, each party has caused this Amendment to be executed by
its duly authorized representative on the date first stated above.
PFPC INC. THE ST. CLAIR FUND, INC.
By: /s/ Xxxxxxx DeNotrio By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxxxx DeNotrio Name: Xxxxx X. Xxxxxx
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Title: Vice President/Division Manager Title: Treasurer and Assistant Secretary
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THE MUNDER FRAMLINGTON THE MUNDER FUNDS TRUST
FUNDS TRUST
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
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Title: Treasurer and Assistant Secretary Title: Treasurer and Assistant Secretary
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THE MUNDER FUNDS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Treasurer and Assistant Secretary
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Business Approval by: /s/ Xxxxx Xxxxx
Date: 01/02/01 ---------------
Legal Approval by: /s/ A.A.
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Date: 01/02/01
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Exhibit 1
List of Funds and Portfolios
(and all classes thereof)
THE MUNDER FUNDS TRUST
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Munder Balanced Fund
Munder Bond Fund
Munder Cash Investment Fund
Munder Equity Income Fund
Munder Index 500 Fund
Munder Intermediate Bond Fund
Munder International Equity Fund
Munder Michigan Tax-Free Bond Fund
Munder Small Company Growth Fund
Munder Tax-Free Bond Fund
Munder Tax-Free Intermediate Bond Fund
Munder Tax-Free Money Market Fund
Munder U.S. Government Income Fund
Munder U.S. Treasury Money Market Fund
THE MUNDER FUNDS INC.
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Munder Bio(Tech)2 Fund
Munder Digital Economy Fund
Munder Fund of Funds
Munder Future Technology Fund
Munder Multi-Season Growth Fund
Munder Money Market Fund
Munder Focus Growth Fund
Munder Real Estate Equity Investment Fund
Munder NetNet Fund
Munder Focus Growth Fund
Munder Growth Opportunities Fund
Munder Micro-Cap Equity Fund
Munder Small-Cap Value Fund
Munder International Bond Fund
Munder International NetNet Fund
THE ST. CLAIR FUND INC.
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Liquidity Plus Money Market Fund
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 Foreign Equity Fund
Munder Aggregate Bond Index Fund
Munder Institutional Short Term Treasury Fund
Munder Institutional Money Market Fund
THE MUNDER FRAMLINGTON FUNDS TRUST
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Munder Framlington Emerging Markets Fund
Munder Framlington Healthcare Fund
Munder Framlington International Growth Fund
Munder Framlington Global Financial Services Fund
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Schedule D
Performance Standards
1. Transaction Processing
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Transaction Type Performance Standards
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Transaction Type Unacceptable - Penalty Standard Performance Exceptional - Award
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New Accounts *79.3% 79.3% - 88.4% --88.5%
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Financial *96.9% 96.9% - 99.0% --99.1%
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Non-Financial *86.2% 86.2% - 91.5% --91.6%
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Overall *91.2% 91.2% - 94.5% --94.6%
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* denotes the less than sign
. Performance will be measured by NQR based on a sample of approximately 266
account transactions each month and reported monthly. Transactions will be
reviewed for accuracy and timeliness. All "exceptions" will be noted. A
transaction with no "exceptions" will result in such transaction being
deemed "acceptable". The above table identifies the percentage of
acceptable transactions from the sample pool during the applicable time
period. Penalties or awards will be paid quarterly based on average
quarterly averages.
. Penalties or Awards will be applied quarterly to the next transfer agent
fee xxxx following receipt of the data from NQR.
. Penalties will be waived for any quarter whereby the overall transaction
volume is increased by 30 percent or greater over the prior four-quarter
average volumes.
. Awards will be waived for any quarter whereby the overall transaction
volume is decreased by 30 percent or move versus the prior four quarter
average volumes.
. Standards are subject to revision annually each June based on the previous
four quarters of performance data from NQR.
. Measurement will begin 9/18/00. However, penalties and awards will not
begin until first quarter 2001.
. Each of the four transaction categories will be measured separately and
will count equally toward the determination of penalties or awards.
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2. Telephone Service Quality
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Performance Standard
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PFPC telephone quality must be rated by NQR to fall within 2.12 to 2.48 for each quarter.
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Measurement Unacceptable - Penalty Standard Performance Exceptional - Award
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Call Quality as Rated by NQR Rating by NQR below 2.12 Rating by NQR of 2.12 to 2.48 Rating by NQR above 2.48
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Call Answer Rate as Measured by * 97% 97% - 98% ** 98%
PFPC Call Monitoring System
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Average Speed of Answer as ** 30 seconds 30 - 20 seconds ** 20 seconds
Measured by PFPC Call Monitoring
System
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* denotes the less than sign
**denotes the more than sign
. Performance will be measured on a monthly basis. Call Quality will be
reviewed by NQR, which shall review approximately 40 Calls per month and
evaluate them based on its 27-point evaluation process. Call Answer Rates
are based on the percentage of all calls during the period that they are
answered by PFPC and not abandoned. The Average Speed of Answer will be
for all calls answered during the measurement period. Reports will be
reported monthly with penalties or awards paid quarterly based on
quarterly averages.
. Penalties or Awards will be applied quarterly to the next transfer agent
fee xxxx following receipt of the data from NQR.
. Penalties will be waived for any quarter whereby the overall call volume
is increased by 30 percent or greater over the prior four-quarter average
volumes.
. Awards will be waived for any quarter whereby the overall call volume is
decreased by 30 percent or move versus the prior four-quarter average
volumes.
. Standards are subject to revision annually each June based on the previous
four quarters of performance data from NQR.
. Measurement will begin 9/18/00. However, penalties and awards will not
begin until first quarter 2001.
. Each of the three telephone categories will be measured separately and
will count equally toward the determination of penalties or awards.
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3. Penalty and Award
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Transaction Processing Annual
Unacceptable - Penalty $500k
Standard $0
Exceptional - Reward $200k
Call Center
Unacceptable - Penalty $500k
Standard $0
Exceptional - Reward $200k
Both Transaction and Call Center
Additional Penalty/Reward
Unacceptable - Penalty $500k
Standard $0
Exceptional - Reward $200k
. In the event that PFPC fails to meet the Standard Performance level
consistently for any yearly period PFPC shall pay the NQR related fees of
approximately $130k for that year.
. In the event that PFPC meets or exceeds the Standard Performance level
consistently for any yearly period, Munder will reimburse PFPC for the NQR
related fees of approximately $130k for that year.
Total potential Annual Penalties - $1.5 million + NQR fees
Total potential Annual Rewards - $600k + NQR fees
. 50% of the NQR annual fee reimbursement by Munder to PFPC shall be based on
whether or not PFPC has consistently met the transaction processing
standard in the "overall" category.
. 50% of the NQR annual fee reimbursement by Munder to PFPC shall be based on
whether or not PFPC has consistently met the Call Center standard in at
least two of the three measured categories.
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4. Munder Service Related Termination Guidelines
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. "Performance failure" must occur in both Transaction Processing and the
Call Center and must occur in two consecutive quarters in any rolling
four-quarter period.
-or-
Must occur in any single functional area for three consecutive quarters in
any rolling four-quarter period for Munder Funds to give notice of their
intent to terminate.
. PFPC will be given a 60 day cure period to bring "performance failure" back
into standard. At the end of the 60-day period if performance is still
below standard, Munder may at its discretion, notify PFPC of their intent
to terminate.
. Any quarter whereby volumes exceed the prior four-quarter average volumes
by 30% or more will not be applicable under the termination clause.
Definition of Performance Failure
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. "Performance Failure" in the Transaction Processing group will be based on
the "overall" category. "Performance Failure" in the Call Center will be
based on any two of the three measured categories.
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