Item 77Q1(e)
COMBINED INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made this 29th day of December, 2006, among Munder
Series Trust (MST),
on behalf of each of its series, Munder Series TrustII (MSTII),
on behalf of each of its series, The Munder @Vantage Fund (@Vantage),
and Munder Capital Management (Advisor), a Delaware general partnership.
WHEREAS, MST is a Delaware statutory trust authorized to issue shares
in series, MSTII is a Massachusetts business trust authorized to issues
shares in series, and @Vantage is a Delaware statutory trust and the series
of MST set forth in Schedule A, as may be amended from time to time, the
series of MSTII set forth in Schedule A, as may be amended from time to
time, and @Vantage are each referred to herein as a Fund and, collectively,
as the Funds;
WHEREAS, MST and MSTII are each registered as open-end management
investment companies under the Investment Company Act of 1940, as amended
(1940 Act);
WHEREAS, @Vantage is registered as a closed-end management investment
company under the 1940 Act;
WHEREAS, the Advisor is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended (Advisers Act);
WHEREAS, MST and MSTII entered into a Combined Investment Advisory
Agreement with the Advisor dated June 13, 2003, as amended (2003 Agreement);
WHEREAS, @Vantage entered into an Investment Advisory Agreement
with the Advisor dated August 17, 2000 (@Vantage Agreement);
WHEREAS, prior to the termination of the 2003 Agreement and the
@Vantage Agreement, the Boards of Trustees of MST, MSTII and @Vantage
and shareholders of each Fund approved this Agreement to become effective
following the effectiveness of the change of control of the Advisor; and
WHEREAS, the 2003 Agreement and the @Vantage Agreement terminated
automatically on December 29, 2006 as a result of a change of control
of the Advisor;
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed among MST, MSTII, @Vantage
and the Advisor as follows:
1. Appointment
(a) MST, MSTII and @Vantage hereby appoint the Advisor to act
as investment adviser to the Funds for the periods and on the terms
set forth herein. The Advisor accepts the appointment and agrees to
furnish the services set forth herein for the compensation provided
in Schedule B hereto.
(b) In the event that MST, MSTII or @Vantage establishes one
or more series other than the Funds listed on Schedule A attached
hereto, with respect to which it desires to retain the Advisor to
act as investment adviser hereunder, it shall notify the Advisor
in writing. If the Advisor is willing to render such services
under this Agreement, it shall notify MST, MSTII or @Vantage, as
applicable, in writing whereupon such series shall become a Fund
hereunder and shall be subject to the provisions of this Agreement
to the same extent as the Funds named herein except to the extent
that said provisions (including those relating to the compensation
payable by the Fund to the Advisor) are modified with respect to
such Fund in writing by MST, MSTII or @Vantage, as applicable,
and the Advisor at that time.
2. Services as Investment Adviser
Subject to the general supervision and oversight of the Boards
of Trustees of MST, MSTII and @Vantage (collectively, the Board),
the Advisor:
(a) will have overall supervisory responsibility for the
general management and investment of each Funds assets and will
provide a program of continuous investment management for each Fund
in accordance with each Funds investment objective and policies as
stated in each Funds prospectus and statement of additional information
filed with the Securities and Exchange Commission (SEC), as they may be
amended from time to time (each a Prospectus and, together, the
Prospectuses);
(b) subject to the approval of the Board, may enter into
an agreement with one or more sub-advisors (each a Sub-Advisor)
pursuant to which each Sub-Advisor shall furnish the investment
advisory services specified therein in connection with the management
of one or more of the Funds as specified therein (each a Sub-Advisory
Agreement and, collectively, the Sub-Advisory Agreements); provided,
that any Sub-Advisory Agreement with a Sub-Advisor shall be in
compliance with, and approved as required by, the 1940 Act or the
rules or regulations thereunder or in accordance with exemptive
relief granted by the SEC under the 1940 Act. The Advisor will
continue to have ultimate responsibility for all investment advisory
services furnished pursuant to any Sub-Advisory Agreement. The Advisor
shall be solely responsible for compensating any Sub-Advisor for
performing any of the duties and obligations delegated to such
Sub-Advisor, provided that the Advisor may request that MST, MSTII
and @Vantage directly pay to the Sub-Advisor the portion of the
Advisors compensation that the Advisor is obligated to pay to the
Sub-Advisor. If MST, MSTII and @Vantage agree to such request, the
compensation MST, MSTII and @Vantage pay to the Advisor shall be reduced
by amounts paid directly to any Sub-Advisor. In the event that any
Sub-Advisor appointed hereunder is terminated, the Advisor may provide
investment advisory services pursuant to this Agreement through its own
employees or through another Sub-Advisor as approved by MST, MSTII and @Vantage.
(c) will, or will cause the appropriate Sub-Advisor(s) to,
invest and reinvest the assets of the Funds by selecting the securities,
instruments, repurchase agreements, financial futures contracts, options
and other investments and techniques that the Funds may purchase, sell,
enter into or use;
(d) will, or will cause the appropriate Sub-Advisor(s) to,
determine the portions of each Funds portfolio to be invested in securities
or other assets and uninvested or in cash equivalents;
(e) will, or will cause the appropriate Sub-Advisor(s) to,
oversee the placement of purchase and sale orders on behalf of the Funds;
(f) will, or will cause the appropriate Sub-Advisor(s) to,
employ professional portfolio managers and securities analysts to
provide research services to the Funds;
(g) will, or will cause the appropriate Sub-Advisor(s) to,
vote all proxies solicited by or with respect to the issuers of
securities in which assets of the Funds may be invested in a manner that
complies with the Funds proxy voting policies and procedures and, in the
good faith judgment of the Advisor, best serves the interests of each Funds
shareholders; maintain records of all proxies voted on behalf of the Funds;
and provide information to MST, MSTII or @Vantage or their designated agents
in a manner that is sufficiently complete and timely to ensure compliance by
MST, MSTII and @Vantage with their filing obligations under Rule 30b1-4 of
the 1940 Act;
(h) will, or will cause the appropriate Sub-Advisor(s) to, maintain
books and records with respect to each Funds securities transactions;
(i) will, and will cause each Sub-Advisor to, provide periodic and
special reports to the Board, as requested;
(j) to the extent reasonably requested by
the officers of the Funds,will, and will cause each Sub-Advisor to,
cooperate with and provide reasonable assistance to other service
providers engaged by MST, MSTII or @Vantage by:
(1) keeping them fully informed as to such matters that they may
reasonably deem
necessary with respect to the performance of their obligations
to the Funds, (2)
providing prompt responses to reasonable requests for information
or assistance,
and (3) establishing appropriate processes to promote the efficient
exchange of information; and
(k) will monitor compliance of each Sub-Advisor
with the investment objectives, strategies, policies, limitations
and restrictions of any Fund under the management of such Sub-Advisor,
and review and report to the applicable Board on the performance of
each such Sub-Advisor.
In providing those services, the Advisor will provide the
Funds with ongoing research, analysis, advice and judgments
regarding individual investments, general economic conditions and
trends and long-range investment policy. In addition, the
Advisor will furnish the Funds with whatever statistical information
the Funds may reasonably request with respect to the securities
that the Funds may hold or contemplate purchasing.
The Advisor further agrees that, in performing its duties hereunder,
it will, and that any Sub-Advisory Agreements it enters into with
any Sub-Advisor shall require that the Sub-Advisor will:
(a) comply in all material respects with (1) the 1940
Act and the Advisers Act and all rules and regulations thereunder,
(2) the rules and regulations of the Commodities Futures Trading Commission,
(3) the Internal Revenue Code of 1986, as amended (Code), (4)
the investment objectives, strategies, policies,
imitations and restrictions of each Fund as described in the Prospectuses, and
(5) all other applicable federal and state law and regulations, and with any
applicable procedures adopted by the Board;
(b) use reasonable efforts to manage each Fund so that it will qualify,
and continue to qualify, as a regulated investment company under Subchapter M
of the Code and regulations issued thereunder;
(c) maintain books and records with respect to each Funds securities
transactions, render to the Board such periodic and special reports as the
Board may reasonably request, and keep the Board informed of developments
materially affecting each Funds portfolio;
(d) make available to the Board, Chief Compliance Officers of MST, MSTII
and @Vantage (each the CCO) and the Funds administrator, promptly upon their
request, such copies of its investment records and ledgers with respect to each
Fund as may be required to assist in their compliance with applicable laws and
regulations. As reasonably requested by the Board, the Advisor will complete
periodic or special questionnaires and furnish to the Board such periodic and
special reports regarding each Fund and the Advisor. In addition, the Advisor
will furnish to the Board and, subject to compliance with the Funds applicable
policies regarding disclosure of portfolio holdings,
third-party data reporting
services all currently available standardized performance information and other
customary data;
(e) make available to the Board at reasonable times
its portfolio managers and other appropriate personnel,
either in person or, at the mutual convenience of the Board and
the Advisor, by telephone, in order to review the investment
policies, performance and other matters relating to the management of
the Funds;
(f) make available to the Funds administrator and,
as appropriate, MST, MSTII or @Vantage, promptly upon its request,
such copies of its investment records and ledgers with respect
to the Funds as may be required to assist the administrator and MST,
MSTII and @Vantage in their compliance with applicable laws
and regulations. The Advisor will furnish the Board with such periodic
and special reports regarding the Funds as it may reasonably request;
(g) use no inside information that may be in its
possession or in the possession of any of its affiliates, nor will
the Advisor seek to obtain any such
information, in providing investment advice to each Fund;
(h) immediately notify MST, MSTII, @Vantage and the Board
in the event that the Advisor or any of its affiliates
becomes aware that the Advisor is subject
to a statutory disqualification that prevents the Advisor from
serving as investment adviser pursuant to this Agreement;
(2) fail to be registered as an investment adviser
under the Advisers Act or under the laws of any jurisdiction
in which the Advisor is required to be registered as an investment
adviser in order to perform its obligations
under this Agreement; (3) is the subject of an administrative
proceeding or enforcement
action by the SEC or other regulatory authority; or
(4) is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity,
before or by any court, public board or body, or governmental authority,
involving the affairs of MST, MSTII or @Vantage. The Advisor further
agrees to notify MST, MSTII and @Vantage immediately of any material
fact known to the Advisor respecting or relating to the Advisor that
is not contained in any Registration Statement regarding
the Funds, or any amendment or supplement thereto,
but that is required to be disclosed
therein, and of any statement contained therein that becomes untrue
in any material respect. The Advisor will promptly notify
MST, MSTII, @Vantage and the Board if
its chief executive officer or any member of the portfolio
management team for any
Fund changes or there is otherwise an actual change
in control or management of the Advisor;
(i) not disclose information regarding Fund characteristics,
trading history,
portfolio holdings or any other related information to any third party,
except in
compliance with the Funds policies on disclosure of
portfolio holdings;
(j) provide MST, MSTII, @Vantage or the Board with
such information and assurances (including certifications
and subcertifications) as MST, MSTII,
@Vantage or the Board may reasonably request from time to
time in order to assist
MST, MSTII, @Vantage or the Board in complying with applicable
laws, rules and regulations, including requirements in connection
with the preparation and/or
filing of the Funds Form NCSRs and Form NQs;
(k) assist as requested in determining the fair value
of portfolio securities when market quotations are not readily
available (including making knowledgeable
personnel of the Advisor available for discussions with the
Board and/or any fair valuation committee appointed by the
Board upon reasonable request, obtaining bids
and offers or quotes from brokerdealers or marketmakers
with respect to securities held by the Funds and providing
information upon request on valuations the Advisor
has determined of securities also held by other clients of the Advisor),
for the purpose of calculating each Funds net asset value in
accordance with the procedures and methods established by
the Board; and
(l) meet with the Board to explain its activities at
such times and places as
the Board may reasonably request.
The Advisor will also make available, without
additional expense to the Funds,
the service of the Advisors directors, officers and
employees to be duly elected or
appointed officers of MST, MSTII and @Vantage, subject
to their individual consent
to serve and to any limitations imposed by laws, rules or regulations.
3. Documents
MST, MSTII and @Vantage have each delivered properly
certified or authenticated
copies of each of the following documents to the Advisor
and will deliver to it all
future amendments and supplements thereto, if any:
(a) certified resolution of the Board authorizing
the appointment of the Advisor
and approving the form of this Agreement; and
(b) the Prospectuses and any exhibits, powers of
attorneys, certificates and any
and all other documents relating to or filed in connection
with the Prospectuses.
4. Brokerage
The Advisor may place orders pursuant to its investment
determinations for each of the Funds directly with the issuers of
the securities, or with any broker or dealer. The Advisor may open and
maintain brokerage accounts of all types on behalf of and in the name of
the Funds. The Advisor may enter into standard customer agreements with
brokers and direct payments of cash, cash equivalents and securities and
other property into such brokerage accounts as the Advisor deems desirable
or appropriate. In selecting brokers or dealers to execute transactions on
behalf of the Funds, the Advisor will use its best efforts to seek the best
overall terms available. In assessing the best overall terms
available for any Fund transaction, the Advisor will consider all factors
it deems relevant, including, but not limited to, the breadth of the market
in the security, the price of the security, the financial condition
and execution capability of the broker or dealer and the
reasonableness of the commission, if any, for the specific
transaction and on a continuing basis.
In selecting broker-dealers to execute a particular transaction, and in
evaluating the best overall terms available, the Advisor is
authorized to consider the brokerage and research services
(as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934, as
amended (the 1934 Act)) provided to the Funds and/or
other accounts over which the Advisor or its affiliates
exercise investment discretion. The
parties hereto
acknowledge that it is desirable for MST, MSTII and
@Vantage that the Advisor have access to supplemental
investment and market research
and security and economic analysis provided by broker-dealers who may
execute brokerage transactions at a higher cost to the Funds
than may result when allocating brokerage to other brokers on the basis
of seeking the most favorable price and efficient execution. Therefore,
the Advisor may cause the Funds to pay a broker-dealer which furnishes
brokerage and research services a higher commission than that which might
be charged by another broker-dealer for effecting the same transaction,
provided that the Advisor determines in good faith that such commission
is reasonable in relation to the value of the brokerage and research services
provided by such broker-dealer, viewed in terms of either the particular
transaction or the overall responsibilities of the Advisor to the Funds.
It is understood that the services provided by such brokers may be
useful to the Advisor in connection with the Advisors
services to other clients.
In accordance with Section 11
(a) of the 1934 Act and Rule 11a2-2(T) thereunder
and subject to any other applicable laws and regulations,
the Advisor and its
affiliates are authorized to effect portfolio transactions
for the Funds and to
retain brokerage commissions on such transactions.
The Advisor may, but shall not
be obligated to, aggregate or bunch orders for the
purchase or sale of securities
for the Funds with orders for its other clients where
(1) such aggregation or bunching of order is not inconsistent
with a Funds investment objectives, policies and
procedures,
(2) the allocation of the securities so purchased
or sold, as well as the expenses
incurred in any such transaction, shall be made by the Advisor
in a manner that is fair and
equitable in the judgment of the Advisor, and
(3) the Advisor shall be cognizant of its
fiduciary obligations to the Funds and each of its other
clients and shall enter into such transactions only where
the rights of each client are considered and protected.
To the extent that the Advisor retains one or more SubAdvisors,
the Advisor shall monitor reasonably the use by each such
SubAdvisor of brokers and dealers to execute trades in
securities on behalf of the Funds.
5. Records
(a) The Advisor agrees to maintain and to preserve for
the periods prescribed under the 1940 Act any such records as are
required to be maintained by the Advisor with respect
to the Funds by the 1940 Act. The Advisor further agrees that
all records which it maintains for the Funds are the property of the
Funds and it will promptly surrender any of such records upon request.
(b) The Advisor shall make all filings with the SEC required of
it pursuant to Section 13 of the 1934 Act with respect to its
duties as are set forth herein. The Advisor also
shall make all required filings on Forms 13D and 13G (as well as
other filings triggered by ownership in securities under other
applicable laws, rules and regulations) as may be
required of the Funds due to the activities of the Advisor.
The Advisor shall coordinate with MST, MSTII and @Vantage,
as appropriate, with respect to the making of such filings.
6. Standard of Care
The Advisor shall exercise its best judgment in rendering
the services under this Agreement. The Advisor shall not be
liable for any error of judgment or mistake of law
or for any loss suffered by a Fund or the Funds shareholders
in connection with the matters to which this Agreement relates,
provided that nothing herein shall be deemed to
protect or purport to protect the Advisor against any liability
to a Fund or to its shareholders to which the Advisor would
otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Advisors reckless
disregard of its obligations and duties under this
Agreement. As used in this Section 6, the term Advisor shall include
any officers, directors, employees, or other affiliates of the
Advisor performing services with respect
to a Fund.
7. Compensation
In consideration of the services rendered pursuant to
this Agreement, each Fund will pay the Advisor a fee as set
forth on Schedule B attached hereto. The fee shall
be computed and accrued daily and payable daily. For purposes
of determining fees payable in this manner, the value of a Funds
daily net assets shall be computed at
the times and in the manner specified in the Funds Prospectuses.
8. Expenses
(a) The Advisor will bear all expenses in connection with the
performance of its services under this Agreement and will bear the
costs and expenses payable to
Sub-Advisors under the SubAdvisory Agreements.
(b) The Advisor shall bear all reasonable expenses of MST,
MSTII and @Vantage, if any, arising out of an assignment or change
in control of the Advisor. In the event
that there is a proposed change in control of the Advisor that
would act to terminate this Agreement, and if a vote of shareholders
to approve a new advisory agreement is at that time deemed by
counsel to MST, MSTII and or @Vantage to be required by the
1940 Act or any rule or regulation thereunder, the Advisor
agrees to assume all reasonable costs associated with soliciting
shareholders of the Funds to approve
any such new advisory agreement with the Advisor. Such expenses
include the costs of preparation and mailing of a proxy statement,
and of soliciting proxies.
(c) Except to the extent expressly assumed by the
Advisor or required under applicable laws, rules and regulations
to be paid, assumed or reimbursed by the Advisor,
each Fund will bear certain other expenses to be incurred
in its operation, including
taxes; interest; brokerage fees and commissions, if any;
fees of the members of its
Board who are not officers, directors or employees of the
Advisor or any Sub-Advisor;
SEC fees and state blue sky fees; charges of custodians and
transfer and dividend disbursing agents; the Funds
proportionate share of insurance premiums; outside
auditing and legal expenses; costs of maintenance of
the Funds existence; costs attributable to investor
services, including, without limitation, telephone and
personnel expenses; charges of independent pricing services,
costs of preparing and printing Prospectuses for regulatory
purposes and for distribution to existing
shareholders; costs of shareholders reports and meetings
of the shareholders of the Fund and of the officers and
the members of the Board; and any extraordinary expenses.
9. Services to Other Companies or Accounts
The investment advisory services of the Advisor to
the Funds under this Agreement are not to be deemed exclusive,
and the Advisor, or any affiliate thereof, shall be
free to render similar services to other investment companies
and clients (whether or
not their investment objective and policies are similar those
of a Fund) and to engage
in activities so long as its services hereunder are not impaired
thereby. If the Advisor
provides any advice to its clients concerning investment in the
shares of a Fund, the
Advisor shall act solely for such clients in that regard and not
in any way on behalf
of MST, MSTII, @Vantage or the Funds.
10. Compliance Matters
(a) The Advisor understands and agrees that it is
a service provider to MST, MSTII
and @Vantage as contemplated by Rule 38a1 under the 1940 Act.
As such, the Advisor
agrees to cooperate fully with MST, MSTII and @Vantage and
their Trustees and officers,
including the CCO, with respect to (1) any and all
compliance-related matters, and (2)
the efforts of MST, MSTII and @Vantage to assure that each
of their service providers
adopt and maintain policies and procedures that are reasonably
designed to prevent violation of the federal securities laws,
as that term is defined by Rule 38a1, by MST,
MSTII, @Vantage and the Advisor. In this regard, the Advisor shall:
(1) submit to the Board for its consideration
and approval, prior to the
effective date of this Agreement, the Advisors applicable
compliance policies and procedures;
(2) submit to the Board for its consideration
and approval, annually (and at such other times as MST,
MSTII and @Vantage may reasonably request), a
report (Report) fully describing any material amendments to the Advisors
applicable compliance policies and procedures since the most recent Report;
(3) provide periodic reports discussing the Advisors compliance
program and special reports in the event of material compliance matters;
(4) permit MST, MSTII, @Vantage and their Trustees and officers
to become familiar with the Advisors operations and understand those aspects
of the Advisors operations that may expose MST, MSTII and @Vantage to
compliance risks or lead to a violation by MST, MSTII, @Vantage or the
Advisor of the federal securities laws;
(5) permit MST, MSTII, @Vantage and their Trustees and officers
to maintain an active working relationship with the Advisors compliance
personnel by, among other things, providing the CCO and other officers with
a specified individual within the Advisors organization to discuss and
address compliancerelated matters;
(6) provide MST, MSTII, @Vantage and their Trustees and officers,
including the CCO, with such certifications as may be reasonably requested; and
(7) reasonably cooperate with any independent registered public
accounting firm engaged by MST, MSTII or @Vantage and shall take all reasonable
action in the performance of its obligations under this Agreement
to assure that access to all reasonably necessary information
and the appropriate personnel are made available to such independent
registered public accounting firm, to support
the expression of the independent registered public accounting firms
opinion and their review of the appropriate internal controls
and operations, as such may be required from time to time.
(b) The Advisor represents, warrants and covenants
that it has implemented and shall maintain a compliance
program that complies with the requirements of
Rule 206(4)7 under the Advisers Act.
11. Duration and Termination
(a) Current Funds. This Agreement shall be
effective immediately following the effective time on the
effective date of the change of control of
the Advisor with respect to the Funds listed on Schedule
A as of that date (Current Funds). For each Current Fund,
this Agreement shall continue in effect
from the effective date hereof, unless sooner terminated,
as provided herein, through June 30, 2007 and shall continue
year to year thereafter, provided each
continuance is specifically approved at least annually by
(i) the vote of a
majority of the members of the relevant Board or (ii)
a vote of a majority
(as defined in the ▇▇▇▇ ▇▇▇) of the Current Funds outstanding
voting securities,
provided that in either event the continuance is also approved
by a majority of
the members of the relevant Board who are not interested persons
(as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement,
by vote cast in person at a meeting called for the purpose of
voting on such approval.
(b) New Funds. With respect to any Fund that is
not a Current Fund (New Fund), this Agreement shall become
effective on such date as determined by the relevant Board,
provided that with respect to any New Fund, this Agreement
shall not take effect unless it has been approved (a) by a
vote of a majority
of the members of the Board, including a majority of those
Board members who are not interested persons (as defined
in the ▇▇▇▇ ▇▇▇) of any party to this Agreement cast in
person at a meeting called for the purpose of voting on such
approval, and (b) by vote of a majority of that New Funds
outstanding voting securities and shall continue in effect
with respect to the New Fund, unless sooner terminated, as provided
herein, for two years from the initial approval
date for each New Fund and shall continue from year to year
thereafter, provided each continuance is specifically approved
at least annually by (i) the vote of a majority of the members
of the relevant Board or (ii) a vote of a majority (as
defined in the ▇▇▇▇ ▇▇▇) of the New Funds outstanding voting
securities, provided that in either event the continuance
is also approved by a majority of the members
of the relevant Board who are not interested persons
(as defined in the ▇▇▇▇ ▇▇▇)
of any party to this Agreement, by vote cast in person
at a meeting called for the
purpose of voting on such approval.
(c) Termination. This Agreement is terminable
with respect to the Funds,
or any Fund, without penalty, on sixty (60) days written
notice by the relevant Board
or Boards or by vote of the holders of a majority (as
defined in the ▇▇▇▇ ▇▇▇) of the
shares of the affected Funds or upon ninety (90) days
written notice by the Advisor.
Termination of this Agreement with respect to any given Fund,
shall in no way affect
the continued validity of this Agreement or the performance
thereunder with respect
to any other Fund. This Agreement will be terminated
automatically in the event of
its assignment (as defined in the 1940 Act).
12. Confidential Information
Each party agrees that it will treat confidentially
all information provided by
any other party regarding such other parties businesses
and operations, including
without limitation the investment activities or holdings
of each Fund. All
confidential information provided by a party hereto shall
not be disclosed to any
unaffiliated third party without the prior consent of the
providing party; however,
a Funds portfolio holdings information may be disclosed in a
manner consistent with
\ the policies and procedures adopted by the Board regarding its
dissemination. The foregoing shall not apply to any information
that is public when provided or thereafter becomes public through
no wrongful act of the recipient or which is
required to be disclosed by any regulatory authority in the lawful
and appropriate exercise of its jurisdiction over a party,
by any auditor of the parties hereto, by
judicial or administrative process or otherwise by applicable
laws, rules or regulations.
13. Amendment
No provision of this Agreement shall be changed, waived
or discharged or terminated orally, but only by an instrument
in writing signed by the party against
which enforcement of the change, waiver, discharge or
termination is sought, and,
except to the extent permitted by the 1940 Act or the rules
or regulations thereunder
or pursuant to any exemptive relief granted by the SEC, no
material amendment of this Agreement with respect to any Fund
shall be effective until approved by an affirmative
vote of (i) a majority of the outstanding voting securities of
that Fund (unless such
approval is not required by Section 15 of the 1940 Act as
interpreted by the SEC or its
staff), and (ii) a majority of the members of the Board,
including a majority of Board members who are not interested persons
(as defined in the ▇▇▇▇ ▇▇▇) of any party to
this Agreement, cast in person at a meeting called for the purpose
of voting on such approval, if such approval is required
by applicable law.
14. Use of Name
It is understood that the name of Munder Capital
Management LLC or any derivative thereof or logo associated
with that name is the valuable property
of the Advisor and its affiliates, and that MST, MSTII,
@Vantage and each Fund have the right to use such name
(or derivative or logo) only so long as this
Agreement shall continue with respect to a given Fund. Upon termination of
this Agreement or upon termination of this Agreement with respect to a given
Fund, MST, MSTII, or @Vantage, as appropriate, and any affected Fund shall
forthwith cease to use such name (or derivative or logo) and MST, MSTII, or
@Vantage, as appropriate, shall promptly amend its charter documents to change
the Fund name to comply herewith.
15. Separate Agreements
The parties affirm and agree that this Agreement shall
be enforced as a separate agreement as between the Advisor and
each of MST, MSTII and @Vantage. Nothing in this Agreement shall
be interpreted to combine or collectively enjoin
any of MST, MSTII or @Vantage. For all purposes, this Agreement shall be
considered and interpreted as individual agreements between the Advisor and
each of MST, MSTII and @Vantage.
16. Miscellaneous
(a) This Agreement constitutes the full and complete agreement
of the parties hereto with respect to the subject matter hereof.
(b) Titles or captions of sections in this Agreement are inserted
only as a matter of convenience and for reference, and in no way define, limit,
extend or describe the scope of this Agreement or the intent of any provisions
thereof.
(c) This Agreement may be executed in several counterparts, all of
which together shall for all purposes constitute one Agreement, binding on
all the parties.
(d) This Agreement and the rights and obligations of the parties
hereunder shall be governed by, and interpreted, construed and enforced in
accordance with the laws of the State of Michigan.
(e) If any provisions of this Agreement or the application thereof
to any party or circumstances shall be determined by any court of competent
jurisdiction to be invalid or unenforceable to any extent, the remainder of this
Agreement or the application of such provision to such person or circumstance,
other than these as to which it so determined to be invalid or unenforceable,
shall not be affected thereby, and each provision hereof shall be valid and
shall be enforced to the fullest extent permitted by law.
(f) Notices of any kind to be given to the Advisor by MST, MSTII
or @Vantage shall be in writing and shall be duly given if mailed or delivered
to the Advisor at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other
address or to such individual as shall be specified by the Advisor. Notices of
any kind to be given to MST, MSTII or @Vantage by the Advisor shall be in
writing and shall be duly given if mailed or delivered to
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
or at such other address or to such individual as
shall be specified by MST, MSTII and @Vantage.
(g) With respect to MSTII, the words Munder Series Trust II and
Trustees or Board of Trustees used or implied herein refer respectively to the
trust created and the Trustees, as trustees of MSTII, but not individually or
personally acting from time to time under the Declaration of Trust, which is
hereby referred to and a copy of each is on file at the office of the Secretary
of The Commonwealth of Massachusetts and at the principal office of MSTII.
(h) With respect to MSTII, the obligations of Munder Series TrustII
entered into in the name or on behalf thereof by any of the Trustees, officers,
representatives or agents of MSTII are made not
individually, but in such capacities, and are not binding upon any of
the Trustees, shareholders, officers, representatives
or agents of MSTII personally, but bind only the trusts property, and
all persons dealing with any series or class of shares of
MSTII must look solely to MSTII property
belonging to such series or class for the enforcement of
any claims against MSTII.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below
as of the date first set forth above.
MUNDER SERIES TRUST
MUNDER SERIES TRUSTII
THE MUNDER @VANTAGE FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Vice President & Chief Compliance Officer
MUNDER CAPITAL MANAGEMENT
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Managing Director, Chief Administrative Officer
SCHEDULE A
As of December 29, 2006
Munder Series Trust Institutional Money Market Fund Liquidity Money Market
Fund Munder Asset Allocation Fund Balanced Munder Bond Fund Munder
Cash Investment Fund Munder Energy Fund Munder Index 500 Fund
Munder Intermediate Bond Fund Munder International Bond Fund
Munder International Equity Fund Munder Internet Fund Munder
Large-Cap Core Growth Fund Munder Large-Cap Value Fund Munder Micro-Cap
Equity Fund Munder Mid-Cap Core Growth Fund Munder Real Estate Equity
Investment Fund Munder S&P MidCap Index Equity Fund Munder S&P SmallCap
Index Equity Fund Munder Small-Cap Value Fund Munder Small-Mid Cap Fund
Munder Tax-Free Money Market Fund Munder Tax-Free Short Intermediate Bond
Fund Munder Technology Fund Munder Series Trust II Munder Healthcare Fund
The Munder @Vantage Fund
SCHEDULE B
As of December 29, 2006
Annual Fees
(as a Percentage of Daily Net Assets) Institutional Money Market Fund 0.20%
Liquidity Money Market Fund 0.20%
Munder Asset Allocation Fund - Balanced
0.65%
Munder Bond Fund 0.50% of the first $1 billion of average daily net assets;
and 0.45% of average daily net assets in excess of $1 billion
Munder Cash Investment Fund 0.35%
Munder Energy Fund 0.75%
Munder Healthcare Fund 1.00% of the first $100 million of average daily
net assets; 0.90% of the next $100 million; 0.85% of the next $50 million;
and 0.75% of average daily net assets in excess of $250 million
Munder Index 500 Fund 0.20% of the first $250 million of average daily net
assets; 0.12% of the next $250 million; and 0.07% of average daily net
assets in excess of $500 million
Munder Intermediate Bond Fund 0.50% of the first $1 billion of average
daily net assets; and 0.45% of average daily net assets in excess of $1 billion
Munder International Bond Fund 0.50%
Munder International Equity Fund 0.75%
Munder Internet Fund 1.00% of the first $1 billion of average daily net assets;
and 0.85% of average daily net assets in excess of $1 billion
Munder Large-Cap Core Growth Fund 0.75% of the first
$1 billion of average daily
net assets; 0.725% of the next $1 billion; and 0.70% of average daily net assets
in excess of $2 billion
Munder Large-Cap Value Fund 0.75% of the first $100 million
of average daily net
assets; and 0.70% of average daily net assets in excess of $100 million
Munder Micro-Cap Equity Fund 1.00%
Munder Mid-Cap Core Growth Fund 0.75%
Munder Real Estate Equity Investment Fund
0.74% Munder ▇▇ ▇▇▇▇▇▇ Index Equity Fund 0.15%
Munder SP SmallCap Index Equity Fund
0.15%
Munder Small-Cap Value Fund 0.75%
Munder Small-Mid Cap Fund 0.75%
Munder Tax-Free Money Market Fund 0.35%
average daily net assets; and 0.40% of average daily net assets in
excess of $200 million
Munder Technology Fund 1.00% of the first $300 million of average
daily net assets;
0.90% of the next $700 million; and 0.80% of average daily net
assets in excess of
$1 billion
The Munder @Vantage Fund 1.75%
12
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