Exhibit 99(h)(14)
AMENDMENT TO THE TRANSFER AGENCY AGREEMENT[S]
THIS AMENDMENT, dated as of June 11, 2002 is made to the Transfer Agency and
Registrar Agreement[s] (the "Agreements") between each of the Funds executing
this Amendment and listed on Exhibit A of this Amendment attached hereto and
incorporated herein (each, a "Fund," and collectively, the "Funds") and PFPC
INC. (the "PFPC").
WITNESSETH
WHEREAS, PFPC has developed a record-keeping service link ("DCXchange(R)")
between investment companies and benefit plan consultants (the "Recordkeepers")
that administer employee benefit plans under Section 401(k) of the Internal
Revenue Code (the "Plans");
WHEREAS, PFPC has entered into agreements with various Recordkeepers
relating to the recordkeeping and related services performed on behalf of such
Plans in connection with daily valuation and processing of orders for investment
and reinvestment of assets of the Plans in various investment options available
to the participants under such Plans (the "Participants");
WHEREAS, the Funds desire to participate in the DCXchange(R) Program and
retain PFPC to perform such services with respect to Class A shares of the Funds
("Shares") held by or on behalf of the Participants as further described herein
and PFPC is willing and able to furnish such services on the terms and
conditions hereinafter set forth;
WHEREAS, PFPC has previously entered into an Amendment to the Transfer
Agency Agreement dated as of January 2, 1997 (the "1997 Amendment") with The
Munder Funds, Inc. relating to participation in the DCXchange(R) Program;
WHEREAS, the Funds and PFPC desire to clarify and amend the terms of this
arrangement by executing this Amendment to supersede the 1997 Amendment;
NOW THEREFORE, the Funds and PFPC agree that as of the date first
referenced above, the Agreements shall be amended as follows:
1. PFPC agrees to perform recordkeeping and related services for the benefit
of the Plan Participants that maintain shares of the Funds through Plans
administered by certain Recordkeepers. PFPC shall subcontract with
Recordkeepers to link PFPC recordkeeping system with the Recordkeepers, in
order for the Recordkeepers to maintain Fund shares positions for each
Participant. Fund positions of the Participants shall constitute open
accounts for which the Funds shall pay to PFPC the annual fee specified in
the schedule of fees attached hereto as Schedule A.
2. The parties agree that the services performed under this Amendment are
shareholder administrative services and/or sub-transfer agency services and
are not investment advisory or distribution-related services.
3. This Amendment may be amended, modified, superseded, canceled, renewed or
extended only in accordance with the terms of Agreement[s]; except that the
Funds may amend the list of Funds included on Exhibit A to add new Funds by
written notice to PFPC.
4. In connection with the DCXchange(R)Program, the Funds agree to the
provisions set forth in Exhibit B hereto.
5. This Amendment contains the entire understanding among the parties with
respect to the transactions contemplated hereby. To the extent that any
provision of this Amendment modified or is otherwise inconsistent with any
provision of the Agreements and related amendments, this Amendment shall
control, but the Agreements and all related documents shall otherwise
remain in full force and effect.
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.
PFPC INC.
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxxxx
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Title: Director
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THE MUNDER FUNDS, INC.
THE MUNDER FUNDS TRUST
THE MUNDER FRAMLINGTON FUNDS TRUST
By: /s/ Xxxxxxx Xxxx West
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Name: Xxxxxxx Xxxx West
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Title: Assistant Secretary
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Dated: June 11, 2002
EXHIBIT A
To
Amendment to the Transfer Agency Agreement
dated January 2, 1997
Trading
Fund Name Cusip Symbol Cutoff Time
(Eastern Time)
Equity Funds
Bio(Tech)/2/ Fund 626125868 MBTAX* 4:00 P.M.
Digital Economy Fund** 626125306 MDEAX* 4:00 P.M.
Framlington Emerging Markets Fund 626120406 MFEAX 4:00 P.M.
Framlington Global Financial Services Fund** 626120810 MGFAX* 4:00 P.M.
Framlington Healthcare Fund 626120703 MFHAX 4:00 P.M.
Framlington International Growth Fund 626120109 MFGAX 4:00 P.M.
Future Technology Fund 626124184 MTFAX 4:00 P.M.
Index 500 Fund 626129761 MUXAX 4:00 P.M.
International Equity Fund 626129738 MUIAX 4:00 P.M.
International NetNet Fund** 626124176 MNIAX 4:00 P.M.
Large-Cap Growth Fund
(formerly Focus Growth Fund) 626124523 MFOAX* 4:00 P.M.
Large-Cap Value Fund
(formerly Equity Income Fund) 626129688 MUGAX 4:00 P.M.
Micro-Cap Equity Fund 626124572 MMEAX 4:00 P.M.
MidCap Select Fund
(formerly Growth Opportunities Fund) 626124283 MGOAX* 4:00 P.M.
Multi-Season Growth Fund 626124200 MUSAX 4:00 P.M.
NetNet Fund 626124648 MNNAX 4:00 P.M.
Power Plus Fund 626125819 MPFAX 4:00 P.M.
Real Estate Equity Investment Fund 626124887 MURAX 4:00 P.M.
Small Company Growth Fund 626129811 MULAX 4:00 P.M.
Small-Cap Value Fund 626124630 MNVAX 4:00 P.M.
Balanced Funds
Balanced Fund 626129647 MUBAX 4:00 P.M.
Fund of Funds 626124341 MACAX 4:00 P.M.
Fixed Income Funds
Bond Fund 626129423 MUCAX 4:00 P.M.
Intermediate Bond Fund 626129555 MUMAX 4:00 P.M.
International Bond Fund 626124671 MIBAX 4:00 P.M.
U.S. Government Income Fund 626129514 MUUAX 4:00 P.M.
Money Market Funds
Cash Investment Fund 626129308 MIAXX 4:00 P.M.
Money Market Fund 626124507 MNAXX 4:00 P.M.
U.S. Treasury Money Market Fund 626129886 MUAXX 4:00 P.M.
*Denotes proposed symbol; no official symbol yet
**The Boards of Directors/Trustees of The Munder Funds have approved a merger of
the Digital Economy Fund into the Large-Cap Growth Fund, a merger of the
Framlington Global Financial Services Fund into the Large-Cap Value Fund and a
merger of the International NetNet Fund into the NetNet Fund, subject to
shareholder approval. The shareholder meeting scheduled for April 2, 2002 has
been adjourned to May 1, 2002.
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Exhibit B
DCXchange(R)
Procedures
1. Provided that the shareholder of record for Shares of the Funds
beneficially owned by Participants in a Plan is an omnibus account (an
"Account") titled in the name of the Plan, the Plan sponsor or PFPC, the
Funds agree to waive all minimum and maximum investment requirements, as
well as all contingent deferred sales charges (CDSCs) (except in the case
of full Account liquidations) for all Funds listed in Exhibit A to the
Agreement.
2. During the term of this Amendment, the Funds agree to waive the initial
sales charge on all purchases of Shares made by Participants through an
Account.
3. In the event that a Plan with investments in a class of shares of the Funds
other than Class A shares desires to participate in the DCXchange program,
the Plan must convert to Class A shares. Each conversion to Class A shares
must be accomplished via a full liquidation of existing shares, subject to
any applicable CDSCs, and subsequent purchase of Class A shares and must be
coordinated through PFPC.
4. The Funds agree to transmit NAVs and accruals to PFPC via the National
Securities Clearing Corporation (NSCC) Price Profile.
5. During the term of this Amendment, the Funds grant to PFPC a license to use
the name "The Munder Funds" or the name of any individual Fund in any
listings of DCXchange participating funds/clients in PFPC marketing
materials.
6. PFPC and its agents are authorized to accept orders to purchase or sell
Shares of the Funds on behalf of Plans and/or Participants in connection
with the services to be provided pursuant to this Amendment. With respect
to trade instructions from Plans and/or Participants received in good order
and accepted by PFPC or its agents prior to the close of regular trading on
the New York Stock Exchange (the "Close of Trading") on any given "Business
Day" (i.e., any day in which the Funds are open for business), PFPC agrees
to use reasonable efforts to transmit such trade instructions to the Funds
by 5:00 a.m. Eastern time on the following Business Day in order to be
executed by the Funds at the net asset value determined as of the Close of
Trading on the Business Day the order was placed by the Plan or
Participant. The Funds will, however, accept transmission of trade
instructions after 5:00 a.m. but before 10:00 a.m. on a Business Day to be
executed at the net asset value determined as of the Close of Trading on
the previous Business Day.
7. Payments for net purchase and net redemption orders shall be made by wire
transfer by PFPC or the applicable Plan's trust (for net purchases) or by
the Funds (for net redemptions) to the account designated by the
appropriate receiving party on the Business Day following the Effective
Trade Date. (The day on which a trade instruction is executed by the Funds
is referred to as the "Effective Trade Date").
8. In order to perform periodic reconciliations of Account Fund holdings, PFPC
or its agent may request from the Funds and the Funds will provide
confirmation of all trade activity on a daily basis and share positions for
all Accounts on any day after activity has been posted to the Account, but
no less than two times per month.
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Dated: June 11, 2002
SCHEDULE A
To
Amendment to the Transfer Agency Agreement[s]
dated January 2, 1997
FEES
The Funds agree to pay or cause to be paid to PFPC an annual fee of $15 per
Plan Participant sub-account ("Account") maintained by PFPC and invested in
Class A shares of the Funds listed on Exhibit A, provided, however, effective 90
days from the execution date of this Amendment, the annual fee for Accounts
invested in the Index 500 Fund shall be $5 per Account; and there shall be no
annual fee payable for Accounts invested in the Money Market Funds. No fee shall
be payable with respect to any Account which is not actively funded during the
period.
The Funds agree to pay or cause to be paid all fees within thirty (30) days
following the receipt of a notice from PFPC that is accompanied by a statement
showing the calculation of the fee. Notwithstanding the foregoing, the Funds may
request back-up documentation that supports the fee calculation within fifteen
(15) days after receipt of the billing notice. The Funds' review of the back-up
documentation shall not exceed fifteen (15) business days.
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