DISTRIBUTION AGREEMENT
Exhibit
(e)(i)
AGREEMENT made as of March 31, 2009 between Munder Series Trust (“MST”) and Munder Series
Trust II (“MST II”) (each individually, a “Company”, collectively, the “Companies”), having an
office at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, and Funds Distributor, LLC (“Distributor”),
having an office at 00 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
WHEREAS, MST is an open-end management investment company organized as a Delaware statutory
trust and MST II is an open-end management investment company organized as a Massachusetts business
trust and each is registered with the Securities and Exchange Commission (“Commission”) under the
Investment Company Act of 1940, as amended (“1940 Act”); and
WHEREAS, it is intended that Distributor act as the distributor of the shares of beneficial
interest (“Shares”) of each series of each Company, as listed on Schedule A, and such series as are
hereafter created (all of the foregoing series are individually referred to herein as a “Fund” and
collectively as the “Funds”).
NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the
parties agree as follows:
1. Services as Distributor.
1.1. Distributor will act as agent of each Company on behalf of each Fund for the distribution
of the Shares covered by the registration statement of each Company then in effect under the
Securities Act of 1933, as amended (“Securities Act”) and the 1940 Act. Nothing herein shall
preclude any Company from appointing other agents for sales of the Funds’ Shares. As used in this
Agreement, the term “registration statement” shall mean the registration statement of each Company
and any amendments thereto, then in effect, including Part A (the Prospectus), Part B (the
Statement of Additional Information) and Part C of each registration statement, as filed on Form
N-1A, or any successor thereto, with the Commission, together with any amendments thereto. The
term “Prospectus” shall mean the then-current form of Prospectus and Statement of Additional
Information used by the Funds, in accordance with the rules of the Commission, for delivery to
shareholders and prospective shareholders after the effective dates of the above-referenced
registration statements, together with any amendments and supplements thereto. Each Company will
notify Distributor in advance of any proposed changes to Schedule A to this Agreement.
1.2. Distributor shall undertake such advertising and promotion of the Funds as the Funds
and/or the Adviser may reasonably request. Each Company understands that Distributor is now and
may in the future be the distributor of the shares of many other investment companies or series,
including investment companies having investment objectives similar to those of the Company. Each
Company further understands that shareholders and potential shareholders in the Company may invest
in shares of such other investment companies. Each Company agrees
that Distributor’s obligations to other investment companies shall not be deemed in conflict
with its obligations to the Company under this Section 1.2.
1.3. Subject to the last sentence of this Section 1.3 as well as to the Distributor’s
obligations under Section 1.4, Distributor shall engage in such activities as reasonably requested
by the Funds and/or the Adviser to facilitate the promotion and sale of the Shares, including
without limitation entering into dealer agreements and other selling agreements with broker-dealers
and other intermediaries; advertising; compensation of underwriters, dealers and sales personnel;
the printing and mailing of Prospectuses to prospective shareholders (other than current
shareholders); and the printing and mailing of sales literature. Distributor shall have no
obligation to make any payments to any third parties, whether as financing of commissions, sales
concessions or similar payments; finder’s fees; compensation; or otherwise, unless (1) such payment
is a front-end sales load as referenced in Section 3.1 of this Agreement or (2) Distributor has
received a corresponding payment from the applicable Fund’s Distribution Plan (as defined in
Section 2 of this Agreement), the Fund’s investment adviser (“Adviser”) or from another source as
may be permitted by applicable law, and (3) with respect to (2) above, such corresponding payment
has been approved by the Company’s Board of Trustees (“Board”) Any payments to the Distributor
that are either (a) made pursuant to this Agreement or (b) described in this Agreement shall be
deemed to have been approved by the Board.
1.4. In its capacity as distributor of the Shares, Distributor shall ensure that all
activities of the Distributor and its partners, agents, and employees shall comply with all
applicable laws, rules and regulations, including, without limitation, the 1940 Act, all applicable
rules and regulations promulgated by the Commission thereunder, and all applicable rules and
regulations adopted by any securities association registered under the Securities Exchange Act of
1934 (“1934 Act”).
1.5. Whenever in their judgment such action is warranted by unusual market, economic or
political conditions or by abnormal circumstances of any kind, or as otherwise authorized or
permitted by the applicable Prospectus, each Company’s officers may upon reasonable notice instruct
the Distributor to decline to accept any orders for or make any sales of the Shares until such time
as those officers deem it advisable to accept such orders and to make such sales. Nothing in this
Section 1.5 is intended to prevent a Company’s officers from instructing the Funds’ transfer agent
to decline to accept any orders for or make any sales of the Shares.
1.6. Each Company agrees to inform the Distributor from time to time of the states in which
the Fund or its administrator has registered or otherwise qualified Shares for sale.
1.7. Each Company shall furnish from time to time, for use in connection with the sale of the
Shares, such supplemental information with respect to the Funds and the Shares as Distributor may
reasonably request; and each Company warrants that the statements contained in any such
supplemental information will be accurate in all material respects. Each Company shall also
furnish Distributor upon request with: (a) unaudited semi-annual statements of the Funds’ books and
accounts prepared by the Company, and (b) from time to time such additional information regarding
the Funds as the Distributor may reasonably request relating to the distribution of the Funds.
1.8. Each Company, severally and not jointly, represents and warrants to Distributor that: (a)
all registration statements, and each Prospectus, filed by the Company with the Commission under
the Securities Act and the 1940 Act shall be prepared in conformity with requirements of the
Securities Act and the 1940 Act and the rules and regulations of the Commission thereunder; (b) the
current registration statement, Prospectus and Statement of Additional Information of the Funds
shall contain all material information believed by the Company and the Adviser to required to be
stated therein in conformity with Securities Act and the 1940 Act and the rules and regulations of
the Commission thereunder or other applicable regulatory authority, (c) all statements of fact
contained in the current registration statement, Prospectus and Statement of Additional Information
of the Funds and in any advertisement or sales literature prepared with the approval of the Company
or its Adviser are true and correct in all material respects; (d) neither any registration
statement, Prospectus, Statement of Additional Information nor any advertisement or sales
literature prepared with the approval of the Company or its Adviser includes an untrue statement of
a material fact or omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading to a purchaser of the Shares; (e) no portfolio
securities transactions of the Funds, or commissions in connection therewith, shall be directed to
any dealer by the Funds, the Adviser, or any of their respective affiliates, in connection with any
fees payable to such dealer unless (i) such direction or commission payment is permitted in
accordance with a Rule 12b-1 plan adopted by the Funds or (ii) such direction of portfolio
transactions is necessary in order to the Adviser to seek to obtain best execution of the Funds’
portfolio transactions; (f) each Fund or the Adviser has implemented policies and procedures
required by Rule 12b-1(h)(2)(ii) under the 1940 Act and has determined that the criteria used to
select broker-dealers that both execute Fund portfolio transactions and promote or sell the Shares
is reasonable; (g) each Fund’s Prospectus contains such disclosure with respect to fees paid and
charges imposed in connection with the sale of the Shares as is necessary to comply with all laws,
rules and regulations, including, without limitation, disclosure of all cash compensation as
required by Rule 2830(l) of the NASD Conduct Rules (including if applicable the nature and amounts
of any fees paid which are not paid in accordance with the Funds’ Rule 12b-1 plan (“Non-Rule 12b-1
fees” ), and (h) any Non-Rule 12b-1 fees and charges will be in compliance with the rules and
regulations of the NASD, including, without limitation, Rule 2830 of the NASD Conduct Rules.
The foregoing representations and warranties shall continue throughout the term of this Agreement
and be deemed to be of a continuing nature, applicable to all Shares distributed hereunder. From
time to time each Company may, but shall not be obligated to, file such amendment or amendments to
any registration statement and such supplement or supplements to any Prospectus as, in the light of
future developments, may, in the opinion of the Company, be necessary or advisable and, to the
extent any such amendment relates to the distribution of Shares, provide reasonable advanced notice
to the Distributor concerning such filing. If the Company shall not propose any amendment or
amendments and/or supplement or supplements, in each case pertaining to a material matter relating
to the distribution of Shares, within 15 days after receipt by the Company of a written request
from Distributor to do so, Distributor may, at its option, terminate this Agreement provided that,
in the written opinion of counsel to the Distributor, such amendment or supplement is necessary for
the Company and/or the Distributor to comply with applicable law. If such requested amendment or
supplement shall be made, and the Company delivers to the Distributor a written opinion of counsel
to the Company stating that (a) counsel to the Company does not agree with the Distributor’s view
as to the necessity of such
amendment or supplement and (b) such amendment or supplement is being made by the solely to avoid
triggering the Distributor’s right to terminate the Agreement under this Section 1.8, then the
Company , the Adviser and any of their respective affiliates will be held harmless from, and
indemnified by Distributor for, any liability or loss resulting from such requested amendment or
supplement.
1.9. Each Company authorizes the Distributor and dealers to use any currently effective
Prospectus in the form furnished by the Company from time to time in connection with the sale of
the Shares.
1.10. The Distributor may utilize agents in its performance of its services and, with prior
notice to each Company, appoint in writing other parties qualified to perform specific
administration services reasonably acceptable to the Company (individually, a “Sub-Agent”) to carry
out some or all of its responsibilities under this Agreement; provided, however, that a Sub-Agent
shall be the agent of the Distributor and not the agent of the Company, and that the Distributor
shall be fully responsible for the acts of such Sub-Agent and shall not be relieved of any of its
responsibilities hereunder by the appointment of a Sub-Agent.
1.11. The Distributor shall not be liable to either Company or its shareholders for any
liability, error of judgment or mistake of law or for any loss suffered by a Company in connection
with the Distributor’s performance of its duties and obligations under this Agreement, except a
loss resulting from willful misfeasance, bad faith or gross negligence on the Distributor’s part in
the performance of its duties and obligations under this Agreement, from reckless disregard by the
Distributor of its obligations under this Agreement, or from the Distributor’s failure to comply
with laws, rules and regulations applicable to the Distributor in connection with its actions,
activities, duties and obligations under this Agreement. Each Company, severally and not jointly,
agrees to indemnify, defend and hold harmless the Distributor, its officers, partners, employees,
subsidiaries, affiliates, and any person who controls the Distributor within the meaning of Section
15 of the Securities Act, (collectively, “Distributor Indemnitees”), from and against any and all
claims, demands, liabilities and expenses (including the reasonable cost of investigating or
defending such claims, demands or liabilities and any reasonable counsel fees incurred in
connection therewith) (collectively, “Claims”) which the Distributor Indemnitees may incur
applicable laws, rules or regulations, including common laws or otherwise, arising out of or based
upon: (a) the sole fact that the Distributor is the named distributor of the Funds; (b) the
Distributor or any subsidiary or affiliate of the Distributor entering into selling agreements,
dealer agreements, participation agreements, NSCC Trust Fund/SERV or Networking agreements or
similar agreements (collectively, “Dealer Agreements”) with financial intermediaries on behalf of
the Company; (c) any of the following: (i) any untrue statement, or alleged untrue statement, of a
material fact contained in any registration statement or any Prospectus, (ii) any omission, or
alleged omission, to state a material fact required to be stated in any registration statement or
any Prospectus or necessary to make the statements therein not misleading, or (iii) any untrue
statement, or alleged untrue statement, of a material fact in any Company-related advertisement or
sales literature, or any omission, or alleged omission, to state a material fact required to be
stated therein to make the statements therein not misleading, in either case notwithstanding the
exercise of reasonable care in the review thereof by the Distributor; or (d) the breach by the
Company of any provision of this Agreement; provided, however, that a Company’s agreement to
indemnify the Distributor
Indemnitees pursuant to this Section 1.11 shall not be construed to cover any Claims (A)
pursuant to subsection (c) above to the extent such untrue statement, alleged untrue statement,
omission, or alleged omission, was furnished in writing, or omitted from the relevant writing
furnished, as the case may be, to the Company by the Distributor for use in the registration
statement or the Prospectus or in advertisement or sales literature; (B) arising out of or based
upon the willful misfeasance, bad faith or gross negligence of the Distributor in the performance
of its obligations under this Agreement or the Distributor’s reckless disregard of its obligations
under this Agreement; or (C) arising out of or based upon the Distributor’s failure to comply with
laws, rules and regulations applicable to the Distributor in connection with its actions,
activities, duties and obligations hereunder.
In the event of a Claim for which the Distributor Indemnitees may be entitled to
indemnification hereunder, the Distributor shall fully and promptly advise each applicable Company
in writing of all pertinent facts concerning such Claim, but failure to do so in good faith shall
not affect the Company’s indemnification obligations under this Agreement except to the extent that
the Company is materially prejudiced thereby. Each Company will be entitled to assume the defense
of any suit brought to enforce any such Claim, provided such defense shall be conducted by counsel
of good standing chosen by the Company and approved by the Distributor, which approval shall not be
unreasonably withheld. In the event any such suit is not based solely on an alleged untrue
statement, omission, or wrongful act on the Company’s part, the Distributor shall have the right to
participate in the defense. In the event the Company elects to assume the defense of any such suit
and retain counsel of good standing so approved by the Distributor, the Distributor Indemnitees in
such suit shall bear the fees and expenses of any additional counsel retained by any of them, but
in any case where the Company does not elect to assume the defense of any such suit or in case the
Distributor reasonably withholds approval of counsel chosen by the Company, the Company will
reimburse the Distributor Indemnitees named as defendants in such suit, for the reasonable fees and
expenses of any counsel retained by them to the extent related to a Claim covered under this
Section 1.11. The Company’s indemnification agreement contained in this Section 1.11 shall remain
operative and in full force and effect regardless of any investigation made by or on behalf of the
Distributor Indemnitees, and shall survive the delivery of any Shares.
1.12. The Distributor agrees to indemnify, defend and hold harmless each Company, its
respective officers, trustees, directors, employees, and any person who controls each Company
within the meaning of Section 15 of the Securities Act (collectively, “Company Indemnitees”), from
and against any and all Claims which the Company Indemnitees may incur under applicable laws, rules
or regulations, including common laws or otherwise, arising out of or based upon (a) any of the
following (i) any untrue statement, or alleged untrue statement, of a material fact contained in
any registration statement or Prospectus, (ii) any omission, or alleged omission , to state a
material fact required to be stated in any registration statement or any Prospectus or necessary in
order to make the statements therein not misleading, or (iii) any untrue statement, or alleged
untrue statement, of a material fact in any Company-related advertisement or sales literature, or
any omission, or alleged omission, to state a material fact in such materials that would be
necessary to make the information therein not misleading, which untrue statement, alleged untrue
statement, omission, or alleged omission, was furnished in writing, or omitted from the relevant
writing furnished, as the case may be, to the Company by
the Distributor for use in the registration statement or the Prospectus, or advertisement or
sales literature; (b) the willful misfeasance, bad faith or gross negligence of the Distributor in
the performance of its duties and obligations under this Agreement, (c) the Distributor’s reckless
disregard of its duties and obligations under this Agreement, (d) the Distributor’s failure to
comply with laws, rules and regulations applicable to the Distributor in connection with its
actions, activities, duties and obligations hereunder; (e) claims by the Distributor’s agents,
representatives or employees, including the Distributor’s affiliates for commissions, service fees,
or other compensation or remuneration of any type, to the extent that the Funds have not otherwise
agreed to pay such remuneration; or (f) the breach by the Distributor of any provision of this
Agreement; provided, however, that the Distributor’s agreement to indemnify the Company Indemnitees
pursuant to this Section 1.12 shall not be construed to cover any Claims (A) arising out of or
based upon the willful misfeasance, bad faith or gross negligence of the Company in the performance
of its duties and obligations under this Agreement, (B) the Company’s reckless disregard of its
duties and obligations under this Agreement; or (C) arising out of or based upon the Company’s
failure to comply with laws, rules and regulations applicable to the Company in connection with its
actions, activities, duties and obligations hereunder.
In the event of a Claim for which the Company Indemnitees may be entitled to indemnification
hereunder, the Company shall fully and promptly advise the Distributor in writing of all pertinent
facts concerning such Claim, but failure to do so in good faith shall not affect the Distributor’s
indemnification obligations under this Agreement except to the extent that the Distributor is
materially prejudiced thereby. The Distributor will be entitled to assume the defense of any suit
brought to enforce any such Claim if such defense shall be conducted by counsel of good standing
chosen by the Distributor and approved by the Company, which approval shall not be unreasonably
withheld. In the event any such suit is not based solely on an alleged untrue statement, omission,
or wrongful act on the Distributor’s part, the Company shall have the right to participate in the
defense. In the event the Distributor elects to assume the defense of any such suit and retain
counsel of good standing so approved by the Company, the Company Indemnitees in such suit shall
bear the fees and expenses of any additional counsel retained by any of them, but in any case where
the Distributor does not elect to assume the defense of any such suit or in case the Company
reasonably withholds approval of counsel chosen by the Distributor, the Distributor will reimburse
the Company Indemnitees named as defendants in such suit, for the reasonable fees and expenses of
any counsel retained by them to the extent related to a Claim covered under this Section 1.12. The
Distributor’s indemnification agreement contained in this Section 1.12 shall remain operative and
in full force and effect regardless of any investigation made by or on behalf of the Company
Indemnitees, and shall survive the delivery of any Shares.
1.13. No Shares shall be offered by either the Distributor or either Company under any of the
provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be
accepted by a Company if and so long as the effectiveness of the registration statement then in
effect or any necessary amendments thereto shall be suspended under any of the provisions of the
Securities Act or if and so long as a current Prospectus as required by Section 10(b)(2) of said
Securities Act is not on file with the Commission; provided, however, that: (a) the Distributor
will not be obligated to cease offering shares until it has received from the Company written
notice of such events, and (b) nothing contained in this Section 1.13 shall in
any way restrict or have an application to or bearing upon the Company’s obligation to
repurchase Shares from any shareholder in accordance with the provisions of the Company’s
Prospectus, Agreement and Declaration of Trust, or By-laws.
1.14. Each Company agrees to advise the Distributor as soon as reasonably practicable by a
notice in writing delivered to the Distributor:
| (a) | in the event of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or Prospectus then in effect or the initiation by service of process on the Company of any proceeding for that purpose; | ||
| (b) | if it becomes aware of the happening of any event that makes untrue any statement of a material fact made in the registration statement or Prospectus then in effect or which requires the making of a change in such registration statement or Prospectus in order to make the statements therein not misleading; and | ||
| (c) | if it becomes aware of any other event which could reasonably be expected to have a material adverse impact upon the offering of Shares or the Distributor’s provision of services under this Agreement. |
For purposes of this section, examinations and informal requests by or acts of the Staff of
the Commission shall not be deemed actions of or requests by the Commission unless they would
reasonably be expected to have a material negative impact upon the offering of Shares.
1.15. During any period for which a party other than Distributor or one of its affiliates acts
as any Fund’s transfer agent (“Transfer Agent”), the following provisions shall apply:
(a) Each Company shall obtain such certifications and perform such oversight as it
believes appropriate to ensure that the Transfer Agent (i) has adopted and
implemented written policies and procedures reasonably designed to prevent
violations of the Federal Securities Laws (as defined under Rule 38a-1) by the
Funds, and (ii) if required by law or otherwise will: (A) provide shareholder
account data to dealers or other third parties; (B) facilitate the transfer of
Shares held directly with the Transfer Agent; (C) indemnify a dealer against claims
to which the dealer may become subject insofar as any Claim arises out of or is
based on any error or alleged error made in the calculation of any Fund’s net asset
value (“NAV”) per Share, to the extent that the Transfer Agent is responsible for
such error or alleged error; (D) provide to Distributor such information required by
Distributor to facilitate payment of Rule 12b-1 fees to dealers in a timely and
accurate manner; (E) transmit purchase and redemption orders for Shares through the
NSCC Fund/SERV system (“Fund/SERV”) or in certain circumstances through such other
means; (F) make payment for purchases and redemptions of Shares on the settlement
date and as otherwise required by a dealer through Fund/SERV; (G) notify dealers
whenever an error is made in the calculation of any Fund’s NAV that require such
dealers to reprocess transactions
in Shares; (H) reject transactions in Shares known to be originating in states or
jurisdictions in which the Fund shares are not qualified for sale; and (I) comply
with applicable escheatment requirements.
(b) Each Company will provide or cause to be provided to Distributor at least
quarterly (or more frequently to the extent required by law applicable to the
Distributor) certifications, in a form reasonably acceptable to the Distributor,
with respect to the Funds’ compliance with anti-money laundering laws, Rule 12b-1(h)
under the 1940 Act, market timing policies and procedures, and such other
certifications as Distributor shall reasonably request from time to time.
1.16. Each Company will provide, or cause to be provided, such cooperation and information as
the Distributor shall reasonably request from time to time, including, without limitation,
information to facilitate the Distributor’s compliance with the Federal Securities Laws, as defined
within Rule 38a-1(e)(1) under the 0000 Xxx.
1.17. The Distributor will provide, or cause to be provided, such cooperation and information
as either Company or its officers shall reasonably request from time to time, including, without
limitation, information to facilitate the Company’s compliance with the Federal Securities Laws, as
defined within Rule 38a-1(e)(1) under the 1940 Act.
2. Fees.
2.1. Attached as Schedule B to this Agreement are all plans of distribution under Rule 12b-1
under the 1940 Act approved by the Funds and in effect (collectively, “Distribution Plan”). Each
Company will deliver, or cause to be delivered, to the Distributor promptly, after any changes
thereto, updated copies of the Distribution Plan. Notwithstanding the existence of the
Distribution Plan, it is contemplated by the Company and the Distributor (as of the date of this
Agreement) that the Distributor will not be compensated for its services under this Agreement from
the Distribution Plan, but will instead only be compensated by the Adviser as set forth in the
Distribution Services Agreement between the Distributor and the Adviser dated as of even date
herewith (a copy of which has been provided to the Board), pursuant to which the Adviser has agreed
to pay certain fees to the Distributor and reimburse certain expenses of the Distributor for its
services under the Distribution Services Agreement. All amounts received by the Distributor from
the Funds under the Distribution Plan or otherwise and not forwarded to brokers or dealers of
record (in accordance with the applicable Prospectuses), will be utilized by the Distributor
exclusively to support the distribution of the Funds. However, the Funds may at any time in the
future compensate the Distributor for its services under this Agreement from the Distribution Plan.
The Funds and the Distributor agree that amounts paid to the Distributor under the Distribution
Plan with respect to Class R Shares shall be limited to a total of 0.50% of each applicable Fund’s
average daily net assets.
2.2. In the event that the Distributor is requested or authorized by a Company or is required
by governmental regulation, summons, subpoena, investigation, examination or other legal or
regulatory process to produce documents or personnel with respect to services provided by the
Distributor to the Company or any Fund, the Company will, so long as the Distributor is
not the subject of the investigation or proceeding with respect to which the information is
sought, pay the Distributor for its reasonable professional time (at its standard billing rates)
and reimburse the Distributor for its out-of-pocket expenses (including reasonable attorneys fees)
incurred in responding to such requests or requirements. Notwithstanding the foregoing, if a
governmental regulation, summons, subpoena, investigation, examination or other legal or regulatory
process described above is made to the Distributor without the prior knowledge of a Company, the
Distributor shall fully and promptly advise the Company in writing in advance of producing any
documents or personnel pursuant to such request in order for the Company to consider the request
and oppose such request if appropriate in the Company’s opinion. The Company shall not be
obligated to pay or reimburse any amounts to the Distributor under this Section 2.2 if the
Distributor fails to notify the Company as set forth above.
3. Sale and Payment.
3.1. Shares of a Fund may be subject to a sales load and may be subject to the imposition of a
distribution fee pursuant to the Distribution Plan referred to above. To the extent that Shares of
a Fund are sold at an offering price which includes a sales load or subject to a contingent
deferred sales load with respect to certain redemptions (either within a single class of Shares or
pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to
collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load,
“Front-end Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL
Shares”). Funds that issue Front-End Load Shares shall hereinafter be referred to collectively as
“Front-End Load Funds.” Funds that issue CDSL Shares shall hereinafter be referred to collectively
as “CDSL Funds.” Front-end Load Funds and CDSL Funds may individually or collectively be referred
as “Load Funds.”
3.2. Under this Agreement, the following provisions shall apply with respect to the sale of,
and payment for, Load Shares.
| (a) | To the extent directed by the applicable Company or its Adviser and permitted by the Prospectus, the Distributor shall have the right to (a) offer Load Shares at their NAV and to sell such Load Shares to the public against orders therefor at the applicable public offering price, as defined in Section 4 hereof and (b) sell Load Shares to dealers against orders therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. | ||
| (b) | Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in same-day funds equal to the applicable NAV of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers. |
3.3. With respect to CDSL Funds, the following provisions shall be applicable:
(a) Except as otherwise agreed by the parties hereto, the Distributor shall be
entitled to receive all CDSL charges, Rule 12b-1 payments and all distribution and
service fees set forth in the Distribution Plan adopted by a CDSL Fund
(collectively, “CDSL Payments”) with respect to CDSL Shares. At the direction of a
Company or the Adviser, the Distributor shall assign or sell to a third party (a
“CDSL Financing Entity”) all or a part of the CDSL Payments on CDSL Shares that the
Distributor is otherwise entitled to receive under this Agreement. The
Distributor’s right to the CDSL Payments on such CDSL Shares, if assigned or sold to
a CDSL Financing Entity, shall continue after termination of this Agreement to the
extent necessary to permit the Distributor to honor its ongoing obligations to a
CDSL Financing Entity, if any.
(b) Unless the Distributor is legally entitled to receive such fees as the financing
entity, the right of the Distributor to receive any CDSL Payments in respect of
periods subsequent to the termination of this Agreement shall terminate upon
termination of this Agreement. In the event Distributor assigns or sells all or a
part of the CDSL Payments to a CDSL Financing Entity and this Agreement is
subsequently terminated, Distributor shall have no obligation to assist the CDSL
Financing Entity in connection with such CDSL Financing Entity’s right to receive
such CDSL Payments subsequent to such termination.
(c) The Distributor shall not be required to offer or sell CDSL Shares of a CDSL
Fund unless and until it has received a binding commitment (a “Commitment”) from the
applicable Company or a CDSL Financing Entity that is reasonably satisfactory to the
Distributor (it being understood in all cases that the Advisor or an affiliate of
the Advisor will be satisfactory to the Distributor for this purpose), which
Commitment shall cover all initial and ongoing expenses and fees related to the
offer and sale of such CDSL Shares including, but not limited to, dealer
reallowances, financing commitment fees, and reasonable legal fees. If at any time
during the term of this Agreement the then-current CDSL financing is terminated
through no fault of the Distributor, the Distributor shall have the right to
immediately cease offering or selling CDSL Shares until substitute financing becomes
effective.
(d) The Distributor and each Company hereby agree that the terms and conditions set
forth herein regarding the offer and sale of CDSL Shares may be amended upon
approval of both parties in order to comply with the terms and conditions of any
agreement with a CDSL Financing Entity to finance the costs for the offer and sale
of CDSL Shares so long as such terms and conditions are in compliance with the
Distribution Plan.
4. Public Offering Price.
The public offering price of a Load Share shall be the NAV of such Load Share next determined,
plus any applicable sales charge, all as set forth in the current Prospectus of the Load
Fund. The NAV of Load Shares shall be determined in accordance with the then-current
Prospectus of the Load Fund.
5. Issuance of Shares.
Each Company reserves the right to issue, transfer or sell Load Shares at their NAV (a) in
connection with the merger or consolidation of the Company or the Load Fund(s) with any other
investment company or the acquisition by the Company or the Load Fund(s) of all or substantially
all of the assets or of the outstanding Shares of any other investment company; (b) in connection
with a pro rata distribution directly to the holders of Shares in the nature of a stock dividend or
split; (c) upon the exercise of subscription rights granted to the holders of Shares on a pro rata
basis; (d) in connection with the issuance of Load Shares pursuant to any exchange and reinvestment
privileges described in any then-current Prospectus of the Load Fund; and (e) otherwise in
accordance with any then-current Prospectus of the Load Fund.
6. Term, Duration and Termination.
6.1. This Agreement shall become effective with respect to each Fund as of the date first
written above (“Effective Date”) (or, if a particular Fund is not in existence on such date, on the
earlier of the date an amendment to Schedule A to this Agreement relating to that Fund is executed
or the Distributor begins providing services under this Agreement with respect to such Fund) and
shall continue until terminated as provided herein.
6.2. This Agreement shall continue with respect to a particular Fund automatically through
July 31, 2009 and for successive one-year terms thereafter, provided that such continuance is
specifically approved at least annually (a) by the vote of a majority of those members of the Board
who are not parties to this Agreement or interested persons of any such party, cast in person at a
meeting for the purpose of voting on such approval and (b) by the vote of the Board or the vote of
a majority of the outstanding voting securities of such Fund.
6.3. Notwithstanding the foregoing, this Agreement is terminable without penalty with 60 days’
prior written notice by the Board, by vote of a majority of the outstanding voting securities of
the Company, or by the Distributor. This Agreement will also terminate automatically in the event
of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting
securities,” “interested persons” and “assignment” shall have the same meaning as ascribed to such
terms in the 1940 Act.)
7. Privacy.
7.1. Nonpublic personal financial information relating to consumers or customers of the Funds
provided by, or at the direction of, a Company to the Distributor, or collected or retained by the
Distributor to perform its obligations as distributor, shall be considered confidential
information. The Distributor shall not disclose or otherwise use any nonpublic personal financial
information relating to present or former shareholders of the Funds other than for the purposes for
which that information was disclosed to the Distributor, including use under
an exception in Rules 13, 14 or 15 of Regulation S-P in the ordinary course of business to
carry out those purposes.
7.2. The Distributor shall have in place and maintain physical, electronic and procedural
safeguards reasonably designed to protect the security, confidentiality and integrity of, and to
prevent unauthorized access to or use of, records and information relating to consumers and
customers of the Funds. Each Company represents to the Distributor that it has adopted a Statement
of its privacy policies and practices as required by Regulation S-P and agrees to provide the
Distributor with a copy of that statement upon request.
8. Anti-Money Laundering Compliance.
8.1. Each of Distributor and each Company acknowledges that it is a financial institution
subject to the USA Patriot Act of 2001 and the Bank Secrecy Act (collectively, “AML Acts”), which
require, among other things, that financial institutions adopt compliance programs reasonably
designed to guard against money laundering and terrorist financing and to comply with their
obligations under the AML Acts. Each represents and warrants to the other that it is in compliance
with and will continue to comply with the AML Acts and applicable regulations in all relevant
respects. The Distributor shall also provide written notice to each person or entity with which it
entered an agreement prior to the date hereof with respect to sale of the Company’s Shares, such
notice informing such person of anti-money laundering compliance obligations applicable to
financial institutions under applicable laws and, consequently, under applicable contractual
provisions requiring compliance with such laws.
8.2. The Distributor shall include specific contractual provisions regarding anti-money
laundering compliance obligations in agreements entered into by the Distributor with any dealer
that is authorized to effect transactions in Shares of the Company.
8.3. Each of Distributor and each Company agrees that it will take such further steps, and
cooperate with the other as may be reasonably necessary, to facilitate compliance with the AML
Acts, including but not limited to the provision of copies of its written procedures, policies and
controls related thereto (“AML Operations”). Distributor undertakes that it will grant to each
Company, each Company’s anti-money laundering compliance officer and regulatory agencies,
reasonable access to copies of Distributor’s AML Operations, books and records pertaining to such
Company only. It is expressly understood and agreed that each Company and the Company’s compliance
officer shall have no access to any of Distributor’s AML Operations, books or records pertaining to
other clients of Distributor.
9. Notices.
Any notice provided hereunder shall be sufficiently given when sent by registered or certified
mail, or by nationally recognized overnight courier, to the party required to be served with such
notice at the following address: if to a Company, to it at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000,
Attention: Chief Legal Officer; and if to Distributor, to it at 00 Xxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Broker Dealer Chief Compliance Officer, or at
such other address as such party may from time to time specify in writing to the other party
pursuant to this Section.
10. Confidentiality.
10.1. During the term of this Agreement, the Distributor and the Company may have access to
confidential information relating to such matters as either party’s business, trade secrets,
systems, procedures, manuals, products, contracts, personnel, and clients. As used in this
Agreement, “Confidential Information” means information belonging to the Distributor or a Company
which is of value to such party and the disclosure of which could result in a competitive or other
disadvantage to either party, including, without limitation, financial information, business
practices and policies, know-how, trade secrets, market or sales information or plans, customer
lists, business plans, and all provisions of this Agreement. Confidential Information includes
information developed by either party in the course of engaging in the activities provided for in
this Agreement, unless: (i) the information is or becomes publicly known without breach of this
Agreement, (ii) the information is disclosed to the other party by a third party not under an
obligation of confidentiality to the party whose Confidential Information is at issue of which the
party receiving the information should reasonably be aware, or (iii) the information is
independently developed by a party without reference to the other’s Confidential Information.
10.2. Each party will protect the other’s Confidential Information with at least the same
degree of care it uses with respect to its own Confidential Information, and will not use the other
party’s Confidential Information other than in connection with its obligations hereunder.
Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i)
required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by
counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the
other party; provided that in the event of (i) or (ii) the disclosing party shall give the other
party reasonable prior notice of such disclosure to the extent reasonably practicably and cooperate
with the other party (at such other party’s expense) in any efforts to prevent such disclosure.
10.3. The obligations of confidentiality set forth in this Section shall survive the
termination of this Agreement for an indefinite period with respect to customer lists and personal
non-public information regarding the Companies’ customers, and for a period of three (3) years
after termination with respect to all other Confidential Information.
11. Governing Law.
This Agreement shall be construed in accordance with the laws of the State of New York,
without regard to New York’s conflicts of laws principles, and the applicable provisions of the
1940 Act.
12. Prior Agreements.
This Agreement constitutes the complete agreement of the parties as to the subject matter
covered by this Agreement, and supersedes all prior negotiations, understandings and agreements
bearing upon the subject matter covered by this Agreement.
13. Amendments.
No amendment to this Agreement shall be valid unless made in writing and executed by all
parties hereto.
14. Matters Relating to the Companies as a Trust.
It is expressly agreed that the obligations of each Company hereunder shall not be binding
upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Company
personally, but shall bind only the property of the Company. The execution and delivery of this
Agreement have been authorized by the Board, and this Agreement has been signed and delivered by an
authorized officer of each Company, acting as such, and neither such authorization by the Board nor
such execution and delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on them personally, but shall bind only the property of the
Company pursuant to its Declaration of Trust.
* * * * * *
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 written above.
| Munder Series Trust | ||||
By: |
||||
Name:
|
||||
Title:
|
Vice President, Secretary, CCO & CLO | |||
| Munder Series Trust II | ||||
By: |
||||
Name:
|
||||
Title:
|
Vice President, Secretary, CCO & CLO | |||
| Funds Distributor, LLC | ||||
By: |
||||
Name:
|
||||
Title: |
||||
SCHEDULE
A
FUNDS
FUNDS
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 International Equity Fund
Munder International Fund — Core Equity
Munder International Small-Cap Fund
Munder Internet Fund
Munder Large-Cap Growth Fund
Munder Large-Cap Value Fund
Munder Micro-Cap Equity Fund
Munder Mid-Cap Core Growth Fund
Munder Multi-Cap Growth Fund
Munder Small-Cap Value Fund
Munder Tax-Free Short & Intermediate Bond Fund
Munder Technology Fund
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 International Equity Fund
Munder International Fund — Core Equity
Munder International Small-Cap Fund
Munder Internet Fund
Munder Large-Cap Growth Fund
Munder Large-Cap Value Fund
Munder Micro-Cap Equity Fund
Munder Mid-Cap Core Growth Fund
Munder Multi-Cap Growth Fund
Munder Small-Cap Value Fund
Munder Tax-Free Short & Intermediate Bond Fund
Munder Technology Fund
Munder Series Trust II
Munder Healthcare Fund
Munder Healthcare Fund
SCHEDULE B
THE MUNDER FUNDS
Combined Distribution And Service Plan
THE MUNDER FUNDS
Combined Distribution And Service Plan
March 27, 2009
WHEREAS, each of Munder Series Trust (“MST”) and Munder Series Trust II (collectively, “Fund
Groups”) engages in business as an open-end investment company and is registered with the
Securities and Exchange Commission (“SEC”) as such under the Investment Company Act of 1940, as
amended (“1940 Act”);
WHEREAS, shares of common stock or shares of beneficial interest of the Fund Groups are
currently divided into separate investment portfolios (“Funds”);
WHEREAS, shares of common stock or beneficial interest of the Funds are currently divided into
one or more of the following classes of shares: Class A, Class B, Class C, Class L, which may
charge 12b-1 fees, and Class K (referred to as “Comerica Class K” with respect to the Institutional
Money Market Fund), which may charge shareholder servicing fees;
WHEREAS, each of the Fund Groups employs Funds Distributor, LLC (“Distributor”) as distributor
of the securities of which it is the issuer;
WHEREAS, each of the Fund Groups or their predecessors in interest, on behalf of the Funds,
either directly or through the Distributor, has entered into distribution and/or shareholder
servicing agreements, including Dealer Agreements, with various service organizations (“Service
Organizations”) pursuant to which the Service Organizations will make available and/or provide
various services to certain classes of shares of the Funds;
WHEREAS, MFI, The Munder Framlington Funds Trust (“MFFT”), The Munder Funds Trust (“MFT”) and
St. Clair Funds, Inc. (“St. Clair”) previously adopted a Combined Distribution and Service Plan, as
amended through May 9, 2003, which represented the combination of various Service Plans and
Distribution and Service Plans for each of the portfolios of MFI, MFFT, MFT and St. Clair
(“Pre-Reorganization Plan”);
WHEREAS, MST adopted a Distribution and Service Plan (“MST Plan”) on February 11, 2003 for
each of its classes of shares, which was intended to replace the Pre-Reorganization Plan following
the reorganization of all of the portfolios of MFI, MFFT, MFT and St. Clair into corresponding
series of MST;
WHEREAS, certain portfolios of MFI and MFFT did not receive sufficient shareholder approval to
be reorganized into series of MST;
WHEREAS, the terms of the Pre-Reorganization Plan and MST Plan were substantially similar in
all material respects, and each of the Fund Groups on behalf of the Funds combined the two Plans
into a single Combined Distribution and Service Plan (“Combined Plan”) on June 13, 2003;
WHEREAS, on August 12, 2003, the Board of MST, MFI and MFFT approved the addition of Class R
Shares as a new class of shares for the Funds;
WHEREAS, on August 18, 2003, the Munder U.S. Treasury Money Market was liquidated;
WHEREAS, Maryland law was amended to permit the reorganization of each of the remaining
portfolios of MFI with and into series of MST without shareholder approval;
WHEREAS, the Board of Directors of MFI approved an Agreement and Plan of Reorganization and
Redomiciliation, dated as of August 12, 2003, pursuant to which each of the remaining series of MFI
were reorganized with and into a corresponding series of MST on October 30, 2003; and
WHEREAS, on October 31, 2003, Class II shares were converted and/or reclassified as Class C
shares;
WHEREAS, on May 18, 2004, Preferred (Y-2) shares and Investor (Y-3) shares were abolished by
the Board of Trustees of MST;
WHEREAS, on November 9, 2004, the Board of Trustees of MST approved two Agreements and Plans
of Reorganization, each dated as of November 9, 2004, pursuant to which the International Growth
Fund and Emerging Markets Fund were reorganized with and into the International Equity Fund on
February 4, 2005, and the Small Company Growth Fund was reorganized with and into the Micro-Cap
Equity Fund on February 25, 2005;
WHEREAS, on December 13, 2004, the Institutional Government Money Market Fund was liquidated;
WHEREAS, on February 8, 2005, the Board of Trustees of MFFT approved the change of the name of
The Munder Framlington Funds Trust to Munder Series Trust II;
WHEREAS, on May 17, 2005, the Board of Trustees of MST approved (i) the addition of a new
series to MST, namely the Munder Small-Mid Cap Fund, which offers Class A, Class B, Class C, Class
R, Class K and Class Y shares; and (ii) changes in the names of the Munder NetNet Fund, Munder
Future Technology Fund, Munder MidCap Select Fund and Munder Multi-Season Growth Fund;
WHEREAS, on May 17, 2005, the Board of Trustees of MST approved two Agreements and Plans of
Reorganization, each dated as of May 17, 2005, pursuant to which the U.S. Government Income Fund
was reorganized with and into the Bond Fund on August 12, 2005 and the Tax-Free Bond Fund was
reorganized with and into the Tax-Free Short & Intermediate Bond Fund on August 12, 2005;
WHEREAS, on September 26, 2005, Class K shares of the Institutional Money Market Fund
(formerly known as “Munder Institutional Money Market Fund”) were renamed Comerica Class K shares;
WHEREAS, on February 14, 2006, the Board of Trustees of MST approved a change in the name of
the Munder Power Plus Fund;
WHEREAS, on March 17, 2006, the Michigan Tax-Free Bond Fund was liquidated;
WHEREAS, effective May 18, 2006, the Board of Trustees of MST approved a change in the name of
the Munder Balanced Fund;
WHEREAS, effective June 19, 2007, the Board of Trustees of MST approved a change in the name
of the Munder Large-Cap Core Growth Fund;
WHEREAS, on August 14, 2007, the Board of Trustees of MST approved the addition of four new
series of MST, namely the Munder International Fund — Core Equity, which will initially offer
Class A, Class C, Class Y and Class I shares and later offer Class K and Class R shares, the Munder
International Small-Mid Cap Fund, which will initially offer Class A, Class C, Class Y and Class I
shares and later offer Class K and Class R shares, the Munder Mid-Cap Value Fund, which will offer
Class A, Class C, Class C, Class R and Class Y shares, and the Munder Small-Mid Cap 130/30 Fund,
which will offer Class A, Class C, Class K, Class R, Class Y and Class I shares;
WHEREAS, on May 13, 2008, the Board of Trustees of MST ratified and approved the addition of a
new series of MST, namely the Munder Multi-Cap Growth Fund, which will offer Class A, Class C,
Class K, Class R, Class Y and Class I shares;
WHEREAS, on June 13, 2008, the Munder Intermediate Bond Fund was merged with and into the
Munder Bond Fund;
WHEREAS, on June 27, 2008, the Munder International Bond Fund and Munder Real Estate Equity
Investment Fund were liquidated;
WHEREAS, on November 18, 2008, the Board of Trustees of MST ratified and approved a change in
the name of the Munder International Small-Mid Cap Fund, to become effective December 30, 2008;
WHEREAS, on December 29, 2008, the Munder Small-Mid Cap 130/30 Fund was liquidated;
WHEREAS, on January 26, 2009, the Munder Tax-Free Money Market Fund was liquidated;
WHEREAS, on March 24, 2009, the Munder S&P MidCap Index Equity Fund and Munder S&P SmallCap
Index Equity Fund were liquidated;
WHEREAS, on March 25, 2009, the Munder Mid-Cap Value Fund was liquidated; and
WHEREAS, on March 27, 2009, the Munder Small-Mid Cap Fund was merged with and into the Munder
Mid-Cap Core Growth Fund.
NOW, THEREFORE, the Combined Plan as adopted is hereby amended and restated, in accordance
with Rule 12b-1 under the 1940 Act (if applicable) to update the exhibits to the Combined Plan to
reflect such changes on the following terms and conditions:
1.1 Subject to the limitations on the payment of asset-based sales charges set forth in
Section 2830 of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”), as
amended from time to time, each Fund shall pay to the Distributor, or pay directly to a Service
Organization, an aggregate fee for distribution-related activities (“Distribution Fee”) at the
annualized rate specified in the table below provided that:
| (a) | Up to 0.25% of the average daily net asset value of such class of shares of each Fund (“25 basis points”) shall be used as a service fee (“Service Fee”) as defined by Section 2830 of the Conduct Rules, and | ||
| (b) | Not more than the amount in excess of the 25 basis points may be used for general distribution purposes (including but not limited to commission payments to broker-dealers, advertising, sales literature and other forms of marketing activities, functions and expenses). |
| Distribution Fee Annual Rate | ||||
| (based on the average daily net asset value of | ||||
| Fund Shares | the specified class of shares of each Fund) | |||
Class A of the Funds listed on Exhibit A |
0.25 | % | ||
Class B of the Funds listed on Exhibit B |
1.00 | % | ||
Class C of the Funds listed on Exhibit C |
1.00 | % | ||
The Fund listed on Exhibit L |
0.35 | % | ||
Class R of the Funds listed on Exhibit R |
1.00 | % | ||
1.2 Each Fund shall pay directly to a Service Organization, an aggregate fee for shareholder
services (“Shareholder Servicing Fee”) at an annualized rate of up to the amount specified in the
table below:
| Shareholder Servicing Annual Fee Rate | ||||
| (based on the average daily net asset value of | ||||
| Fund Shares | the specified class of shares of each Fund) | |||
Class K (Comerica Class K in the case of
the Institutional Money Market Fund) of
the Funds listed on Exhibit K |
0.25 | % | ||
Class K of the Funds listed on Exhibit K1 |
0.15 | % | ||
2. The Distribution Fee, Service Fee and Shareholder Servicing Fee each shall be calculated
and accrued daily and paid at such intervals as the Board of Trustees of each Fund Group shall
determine, subject to applicable Conduct Rules of FINRA and any applicable rules or regulations of
the SEC.
3. Payments under this Combined Plan for each Fund and its classes of shares are not tied
exclusively to actual distribution and/or service fees and expenses, and the payments under this
Combined Plan may exceed distribution and service expenses actually incurred.
4. The Combined Plan shall not take effect with respect to any Fund Group, Fund or class of
shares thereof until it, with any related agreements, has been approved by votes of a majority of
both (a) the Trustees of the applicable Fund Group and (b) those Trustees of the applicable Fund
Group who are not “interested persons” of such Fund Group (as defined in the 0000 Xxx) and who have
no direct or indirect financial interest in the operation of this Plan or any agreements related to
it (the “Rule 12b-1 Trustees”), cast in person at a meeting (or meetings) called for the purpose of
voting on this Combined Plan and such related agreements.
5. The Combined Plan shall continue in full force and effect as to each Fund and any classes
of shares of each of the Funds listed on the attached Exhibits, as may be amended and supplemented
from time to time, for so long as such continuance is specifically approved at least annually in
the manner provided in paragraph 4 hereof for initial approval of this Combined Plan.
6. The Distributor shall provide to the Trustees of the Fund Groups, and the Trustees shall
review, at least quarterly, a written report of the amounts so expended and the purposes for which
such expenditures were made.
7. The Combined Plan may be terminated as to any Fund or any class thereof at any time,
without payment of any penalty, by the vote of the Trustees of the applicable Fund Group, by the
vote of a majority of the Rule 12b-1 Trustees, or by the vote of a majority of the outstanding
voting securities of any Fund or the applicable class thereof.
8. The Combined Plan may not be amended to increase materially the amount to be spent for
distribution unless such amendment is approved by the shareholders of the relevant Fund or Funds or
the applicable class or classes thereof in the manner provided in the 1940 Act, and no material
amendment to this Combined Plan shall be made unless approved in the manner provided in paragraph 4
hereof for initial approval and annual renewal of this Combined Plan.
9. While this Combined Plan is in effect, the selection and nomination of Trustees who are not
interested persons (as defined in the 0000 Xxx) of the Fund Groups shall be committed to the
discretion of the Trustees who are not such interested persons.
10. The Fund Groups shall preserve copies of this Combined Plan and any related agreements and
all reports made pursuant to paragraph 6 hereof, for a period of not less than six (6) years, any
such agreement or any such report, as the case may be, the first two (2) years in an easily
accessible place.
March 27, 2009
Exhibit A
CLASS A SHARES
CLASS A SHARES
| Munder Series Trust II | Date of Board | Date of | ||
| Fund | Approval | Amendments | ||
Healthcare Fund
|
11/7/96 | 8/3/99, 2/25/01, 5/21/02, 2/11/03, 5/9/03, 6/13/03, 8/18/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 1/26/09, 3/27/09 |
| Munder Series Trust | Date of Board | Date of | ||
| Fund | Approval | Amendments | ||
Asset Allocation Fund — Balanced
|
2/11/03 | 6/13/03, 8/18/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 1/26/09, 3/27/09 | ||
Bond Fund
|
2/11/03 | 6/13/03, 8/18/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 8/14/07, 6/30/08, 12/30/08, 1/26/09, 3/27/09 | ||
Cash Investment Fund
|
2/11/03 | 6/13/03, 8/18/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 1/26/09, 3/27/09 | ||
Energy Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 1/26/09, 3/27/09 | ||
Index 500 Fund
|
2/11/03 | 6/13/03, 8/18/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 1/26/09, 3/27/09 | ||
International Equity Fund
|
2/11/03 | 6/13/03, 8/18/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 1/26/09, 3/27/09 | ||
International Fund — Core Equity
|
8/14/07 | 6/30/08, 12/30/08, 1/26/09, 3/27/09 | ||
International Small-Cap Fund
|
8/14/07 | 6/30/08, 12/30/08, 1/26/09, 3/27/09 | ||
Internet Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 1/26/09, 3/27/09 | ||
Large-Cap Growth Fund
|
2/11/03 | 6/13/03, 8/18/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 8/14/07, 6/30/08, 12/30/08, 1/26/09, 3/27/09 |
A-1
| Munder Series Trust | Date of Board | Date of | ||
| Fund | Approval | Amendments | ||
Large-Cap Value Fund
|
2/11/03 | 6/13/03, 8/18/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 1/26/09, 3/27/09 | ||
Micro-Cap Equity Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 1/26/09, 3/27/09 | ||
Mid-Cap Core Growth Fund
|
2/11/03 | 6/13/03, 8/18/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 1/26/09, 3/27/09 | ||
Multi-Cap Growth Fund
|
5/13/08 | 12/30/08, 1/26/09, 3/27/09 | ||
Small-Cap Value Fund
|
2/11/03 | 6/13/03, 8/18/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 1/26/09, 3/27/09 | ||
Tax-Free Short & Intermediate Bond Fund
|
2/11/03 | 6/13/03, 8/18/05, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 1/26/09, 3/27/09 | ||
Technology Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 1/26/09, 3/27/09 |
X-0
Xxxxx 00, 0000
Xxxxxxx B
CLASS B SHARES
CLASS B SHARES
| Munder Series Trust II | Date of Board | Date of | ||
| Fund | Approval | Amendments | ||
Healthcare Fund
|
11/7/96 | 8/3/99, 2/25/01, 5/21/02, 8/13/02, 2/11/03, 5/9/03, 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 3/27/09 |
| Munder Series Trust | Date of Board | Date of | ||
| Fund | Approval | Amendments | ||
Asset Allocation Fund — Balanced
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 3/27/09 | ||
Bond Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 3/27/09 | ||
Cash Investment Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 3/27/09 | ||
Energy Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 3/27/09 | ||
Index 500 Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 3/27/09 | ||
International Equity Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 3/27/09 | ||
Internet Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 3/27/09 | ||
Large-Cap Growth Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 3/27/09 | ||
Large-Cap Value Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 3/27/09 | ||
Micro-Cap Equity Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 3/27/09 | ||
Mid-Cap Core Growth Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 3/27/09 |
B-1
| Munder Series Trust | Date of Board | Date of | ||
| Fund | Approval | Amendments | ||
Small-Cap Value Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 3/27/09 | ||
Tax-Free Short & Intermediate Bond Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 3/27/09 | ||
Technology Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 3/27/09 |
X-0
Xxxxx 00, 0000
Xxxxxxx C
CLASS C SHARES
CLASS C SHARES
| Munder Series Trust II | Date of Board | Date of | ||
| Fund | Approval | Amendments | ||
Healthcare Fund
|
11/7/96 | 8/3/99, 2/25/01, 5/21/02, 8/13/02, 2/11/03, 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 |
| Munder Series Trust | Date of Board | Date of | ||
| Fund | Approval | Amendments | ||
Asset Allocation Fund — Balanced
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Bond Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Cash Investment Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Energy Fund
|
9/30/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
International Equity Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
International Fund — Core Equity
|
8/14/07 | 6/30/08, 12/30/08, 3/27/09 | ||
International Small-Cap Fund
|
8/14/07 | 6/30/08, 12/30/08, 3/27/09 | ||
Internet Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Large-Cap Growth Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 |
C-1
| Munder Series Trust | Date of Board | Date of | ||
| Fund | Approval | Amendments | ||
Large-Cap Value Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Micro-Cap Equity Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Mid-Cap Core Growth Fund
|
9/30/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Multi-Cap Growth Fund
|
5/13/08 | 12/30/08, 3/27/09 | ||
Small-Cap Value Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Tax-Free Short & Intermediate Bond Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Technology Fund
|
9/30/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 |
X-0
Xxxxx 00, 0000
Xxxxxxx K
CLASS K SHARES
(referred to as “Comerica Class K Shares”
in the case of the Institutional Money Market Fund)
CLASS K SHARES
(referred to as “Comerica Class K Shares”
in the case of the Institutional Money Market Fund)
| Munder Series Trust II | Date of Board | Date of | ||
| Fund | Approval | Amendments | ||
Healthcare Fund
|
11/7/96 | 2/25/01, 5/21/02, 2/11/03, 5/9/03, 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 9/26/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 |
| Munder Series Trust | Date of Board | Date of | ||
| Fund | Approval | Amendments | ||
Asset Allocation Fund — Balanced
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 9/26/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Bond Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 9/26/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Energy Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 9/26/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Index 500 Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 9/26/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Institutional Money Market Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 9/26/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
International Equity Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 9/26/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
International Fund — Core Equity
|
8/14/07 | 6/30/08, 12/30/08, 3/27/09 | ||
International Small-Cap Fund
|
8/14/07 | 6/30/08, 12/30/08, 3/27/09 |
K-1
| Munder Series Trust | Date of Board | Date of | ||
| Fund | Approval | Amendments | ||
Internet Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 9/26/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Large-Cap Growth Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 9/26/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Large-Cap Value Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 9/26/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Micro-Cap Equity Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 9/26/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Mid-Cap Core Growth Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 9/26/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Multi-Cap Growth Fund
|
5/13/08 | 12/30/08, 3/27/09 | ||
Small-Cap Value Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 9/26/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Tax-Free Short & Intermediate Bond Fund
|
2/11/03 | 6/13/03, 10/31/03, 2/25/05, 5/17/05, 8/12/05, 9/26/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Technology Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 9/26/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 |
K-2
January 26, 2009
Exhibit K1
CLASS K SHARES
CLASS K SHARES
| Date of Board | ||
| Approval | ||
Cash Investment Fund
|
2/11/03, 8/18/03 |
K1-1
April 30, 2003
Exhibit L
CLASS L SHARES
CLASS L SHARES
| Date of Board | Date of | |||
| Approval | Amendments | |||
Liquidity Money Market Fund
|
2/11/03 | 4/30/03 |
L-1
March 27, 2009
Exhibit R
CLASS R SHARES
CLASS R SHARES
| Munder Series Trust II | Date of Board | Date of | ||
| Fund | Approval | Amendments | ||
Healthcare Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 |
| Munder Series Trust | Date of Board | Date of | ||
| Fund | Approval | Amendments | ||
Asset Allocation Fund — Balanced
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Bond Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Cash Investment Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Energy Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Index 500 Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
International Equity Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
International Fund — Core Equity
|
8/14/07 | 6/30/08, 12/30/08, 3/27/09 | ||
International Small-Cap Fund
|
8/14/07 | 6/30/08, 12/30/08, 3/27/09 | ||
Internet Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Large-Cap Growth Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Large-Cap Value Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Micro-Cap Equity Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 |
R-1
| Munder Series Trust | Date of Board | Date of | ||
| Fund | Approval | Amendments | ||
Mid-Cap Core Growth Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Multi-Cap Growth Fund
|
5/13/08 | 12/30/08, 3/27/09 | ||
Small-Cap Value Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Tax-Free Short & Intermediate Bond Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 8/14/07, 6/30/08, 12/30/08, 3/27/09 | ||
Technology Fund
|
8/12/03 | 10/31/03, 2/25/05, 5/17/05, 8/12/05, 3/17/06, 5/18/06, 6/30/08, 12/30/08, 3/27/09 |
R-2
