Exhibit 99(h)(5)
AMENDMENT TO THE TRANSFER AGENCY AGREEMENT
FOR IMPRESSNet(R) SERVICES
THIS AMENDMENT, dated as of October 1, 1999 is made to the Transfer Agency
Agreement[s] (the "Agreement[s]") between each of the Funds executing this
Amendment (hereinafter individually and collectively referred to as the "Fund")
and FIRST DATA INVESTOR SERVICES GROUP, INC. ("Investor Services Group").
WITNESSETH
WHEREAS, the Fund desires to enable Shareholders and Financial Planners to
access certain Fund and Shareholder information maintained by Investor Services
Group on behalf of the Fund on the Investor Services Group System through the
use of the Internet and Investor Services Group desires to allow such access and
provide certain services as more fully described below in connection therewith;
NOW, THEREFORE, the Fund and Investor Services Group agree that as of the
date first referenced above, Investor services Group Agreement shall be amended
as follows:
1. The IMPRESSNet amendment to each Agreement dated June 1, 1998 is hereby
deleted from the Agreements in its entirety.
2. Exhibit 1 of each Agreement is modified to reflect the revised list of
Portfolios for each Fund attached hereto as Revised Exhibit 1 and
incorporated herein.
3. Definitions. The following definitions are hereby incorporated into
Agreement:
(a) "Account Inquiry" shall mean any access to the Investor Services Group
recordkeeping system via IMPRESSNet(R) initiated by an End-User which is not
a Financial Transaction.
(b) "End-User" shall mean any Shareholder or Financial Planner that accesses
the Investor Services Group recordkeeping system via IMPRESSNet(R).
(c) "Financial Planner" shall mean any investment advisor, broker-dealer,
financial planner or any other person authorized to act on behalf of a
Shareholder.
(d) "Financial Transaction" shall mean purchase, redemption, exchange or any
other transaction involving the movement of Shares initiated by an End-User.
(e) "Fund Home Page" shall mean the Fund's proprietary web site on the
Internet used by the Fund to provide information to its shareholders and
potential shareholders.
(f) "IMPRESSNet(R)" shall mean the Investor Services Group proprietary
system consisting of the Investor Services Group Secure Net Gateway and the
Investor Services Group Web Transaction Engine.
(g) "Investor Services Group Secure Net Gateway" shall mean the system of
computer hardware and software and network established by Investor Services
Group to provide access between Investor Services Group recordkeeping
system and the Internet.
(h) "Investor Services Group Web Transaction Engine" shall mean the system
of computer hardware and software created and established by Investor
Services Group in order to enable Shareholders of the Fund to perform the
transactions contemplated hereunder.
(i) "Internet" shall mean the communications network comprised of multiple
communications networks linking education, government, industrial and
private computer networks.
2. Responsibilities of Investor Services Group. In addition to the services
rendered by Investor Services Group as set forth in the Agreement, Investor
Services Group agrees to provide the following services for the fees set
forth in the Schedule of IMPRESSNet(R) Fees attached hereto as Schedule A
of the Amendment:
(a) In accordance with the written IMPRESSNet(R) procedures and product
functionality documentation provided to the Fund by Investor Services
Group, Investor Services Group shall, through the use of the Investor
Services Group Web Transaction Engine and Secure Net Gateway; (i) enable
the Funds and End-Users to utilize the Internet to access Fund information
maintained by the Fund on the Fund Home Page; and (ii) enable End-Users to
utilize the Internet to access the Investor Services Group System in order
to perform account inquiries and transactions in Shareholder accounts.
(b) process the set up of personal identification numbers ("PIN") which
shall include verification of initial identification numbers issued, reset
and activate personalized PIN's and reissue new PIN's in connection with
lost PIN's;
(c) Installation services which shall include, review and sign off on the
Fund's network requirements, recommending method of linking to the FDISG
Web Transaction Engine, installing network hardware and software,
implementing the network connectivity, and testing the network connectivity
and performance;
(d) Maintenance and support of the Investor Service Group Secure Net
Gateway and the Investor Services Group Web Transaction Engine, which
includes the following:
(i) error corrections, minor enhancements and interim upgrades to
IMPRESSNet(R) which are made generally available by FDISG to
IMPRESSNet(R) customers;
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(ii) help desk support to provide assistance to Fund employees with the
Fund's use of IMPRESSNet(R).
Maintenance and support shall not include (i) access to or use of any
substantial added functionality, new interfaces, new architecture, new
platforms, new versions or major development efforts, unless made generally
available by FDISG to IMPRESSNet(R) clients, as determined solely by FDISG,
or (ii) maintenance of customized features.
(e) Maintenance and upkeep of the security infrastructure and capabilities
described in the procedures and product functionality documentation.
(f) Prepare and forward a monthly usage reports to the Fund which shall
provide the Fund with a summary of activity and functionality used by and
End-Users.
3 Responsibility of the Fund. In connection with the services provided by
Investor Services Group hereunder, the Fund shall be responsible for the
following:
(a) establishment and maintenance of the Fund Home Page on the Internet;
(b) services and relationships between the Fund and any third party on-line
service providers to enable End-Users to access the Fund Home Page and/or
the Investor Services System via the Internet;
(c) provide Investor Services Group with access to and information
regarding the Fund Home page in order to enable Investor Services Group to
provide the services contemplated hereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
THE MUNDER FUNDS, INC. THE MUNDER FUNDS TRUST
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
-------------------- --------------------
By: Xxxxx X. Xxxxxxx By: Xxxxx X. Xxxxxxx
Title: Vice President and Chief Financial Title: Vice President and Chief
Officer Financial Officer
ST. CLAIR FUNDS THE MUNDER FRAMLINGTON FUNDS
TRUST
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
-------------------- --------------------
By: Xxxxx X. Xxxxxxx By: Xxxxx X. Xxxxxxx
Title: Vice President and Chief Financial Title: Vice President and Chief
Officer Financial Officer
FIRST DATA INVESTOR SERVICES
GROUP, INC.
/s/ Xxxxx Xxxxxxxx
-------------------------
By: Xxxxx Xxxxxxxx
Title:
-------------------
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Exhibit 1 - Revised As of
List of Funds and Portfolios
THE MUNDER FUNDS TRUST
----------------------
Munder Balanced Fund
Munder Bond Fund
Munder Cash Investment Fund
Munder Growth and Income Fund
Munder Index 500 Fund
Munder Intermediate Bond Fund
Munder International Equity Fund
Munder Michigan Tax-Free Bond Fund
Munder Small Company Growth Fund
Munder Tax-Free Bond Fund
Munder Tax-Free Short-Intermediate Bond Fund
Munder Tax-Free Money Market Fund
Munder U.S. Government Income Fund
Munder U.S. Treasury Money Market Fund
THE MUNDER FUNDS INC.
---------------------
Munder Multi-Season Growth Fund
Munder Money Market Fund
Munder Real Estate Equity Investment Fund
Munder Value Fund
Munder Mid-Cap Growth Fund
Munder Equity Selection Fund
Munder Growth Opportunities Fund
Munder International Bond Fund
Munder All-Season Conservative Fund
Munder All-Season Moderate Fund
Munder All-Season Aggressive Fund
Munder Micro-Cap Equity Fund
Munder Small-Cap Value Fund
Munder NetNet Fund
ST. CLAIR FUNDS INC.
--------------------
Liquidity Plus Money Market Fund
Munder S&P 500 Index Equity Fund
Munder S&P MidCap Index Equity Fund
Munder S&P SmallCap Index Equity Fund
Munder Foreign Equity Fund
Munder Aggregate Bond Index Fund
Munder Institutional Money Market Fund
Munder Institutional S&P 500 Index Equity Fund
Munder Institutional S&P Mid-Cap Index Equity Fund
Munder Institutional S&P SmallCap Index Equity Fund
Munder Institutional Short-Term Treasury Fund
THE MUNDER FRAMLINGTON FUNDS TRUST
----------------------------------
Framlington Emerging Markets Fund
Framlington Healthcare Fund
Framlington International Growth Fund
Framlington Global Financial Services Fund
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Schedule A
IMPRESSNet/R/ Fees
A. IMPRESSNet/R/ Retail.
1. Transaction Costs:
. Account Inquiry . $.10 per inquiry
. Financial Transactions . $.50 per transaction
2. Hardware Maintenance Fee Including Hardware and Software: $50,000 per
annum*
. Does not include client hardware and software requirements. That is
an out-of-pocket expense for the client
. Installation of hardware is billed as time and materials
. Does not include third party hardware and software maintenance
agreements
. Does not include hardware upgrades
3. Customized Development: $150 per hour*
4. Call Center Services for Registration (one-time): $2.50 per call
5. Network Fee (one-time): $2,100*
6. PIN Registration and Lost PIN Replacement $2.50 per/PIN
B. IMPRESSNet/R/ Brokerage
1. One Time Set up Fee: $30,000* - Fee Waived
$ 1,000 per Portfolio
2. Annual Maintenance Fee: $28,000 per annum*
3. Transaction Costs:
. Account Inquiry $.05 per inquiry
. Financial Transactions $.30 per transaction
. Statements $.10 per statement
. New Account Set Up
With Settlement $1.50 per account
4. Customized Development: $150 per hour*
5. PIN Registration and Lost PIN
Replacement: $2.50 per/PIN
*Cumulative charge with respect to all Funds executing this Amendment and such
other Funds advised by Munder Asset Management services by Investor Services
Group.
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The above references fees do not include fees associated with third party
software products or fees associated with other Investor Services Group
products which may be required to utilize future releases of
IMPRESSNet/TM/.
Investor Services Group will provide an invoice as soon as practicable
after the end of each calendar month. The Fund agrees to pay to Investor
Services Group the amounts so billed by Federal Funds Wire within fifteen
(15) business days after the Fund's receipt of the invoice. In addition,
with respect to all fees, Investor Services Group may charge a service fee
equal to the lesser of (i) one and one half percent (1-1/2%) per month or
(ii) the highest rate legally permitted on any past due invoiced amounts.
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