FORM OF AMENDMENT NO. 5 to the COMBINED INVESTMENT ADVISORY AGREEMENT
Exhibit (d)(vii)
FORM OF AMENDMENT NO. 5
to the
COMBINED INVESTMENT ADVISORY AGREEMENT
Amendment, as of May 17, 2005, to the Combined Investment Advisory Agreement dated June 13, 2003 (the “Agreement”) among Munder Series Trust (“MST”), on behalf of each of its series, and Munder Series Trust II (“MST II”) (f/k/a The Munder Framlington Funds Trust), on behalf of each of its series, and Munder Capital Management (“Advisor”), a Delaware partnership.
WHEREAS, the Board desires to appoint the Advisor to serve as investment adviser to the newly-created Munder Small-Mid Cap Fund;
WHEREAS, the Board approved the following name changes: Munder Future Technology Fund to Munder Technology Fund, Munder MidCap Select Fund to Munder Mid-Cap Core Growth Fund, Munder Multi-Season Growth Fund to Munder Large-Cap Core Growth Fund and Munder NetNet Fund to Munder Internet Fund; and
WHEREAS, the parties each desire to amend the Agreement to reflect such events.
NOW THEREFORE, in consideration of the promises and covenants contained herein, the Advisor, MST and MST II agree to amend the Agreement as follows:
1. Schedule A to the Agreement is hereby deleted in its entirety and replaced with the attached Schedule A dated as of May 17, 2005.
2. Schedules B1 and B2 to the Agreement is hereby deleted in its entirety and replaced with the attached Schedule B1 and B2 dated as of May 17, 2005.
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 TRUST II | MUNDER CAPITAL MANAGEMENT | |||||
| By: |
|
By: |
| |||
| Xxxxxxx X. Xxxxxxxxxxx | Xxxxx X. Xxxxxxx | |||||
| Vice President and Secretary | Chief Administrative Officer | |||||
SCHEDULE A
May 17, 2005
Liquidity Money Market Fund
Munder Balanced Fund
Munder Bond Fund
Munder Cash Investment Fund
Munder Future Technology Fund (Munder Technology Fund eff. July , 2005)
Munder Institutional Money Market Fund
Munder Internet Fund
Munder Intermediate Bond Fund
Munder International Bond Fund
Munder Large-Cap Core Growth Fund
Munder Large-Cap Value Fund
Munder Michigan Tax-Free Bond Fund
Munder Micro-Cap Equity Fund
Munder Mid-Cap Core Growth Fund
Munder Power Plus Fund
Munder Real Estate Equity Investment Fund
Munder Small-Cap Value Fund
Munder Small-Mid Cap Fund
Munder Tax-Free Bond Fund
Munder Tax-Free Money Market Fund
Munder Tax-Free Short & Intermediate Bond Fund
Munder U.S. Government Income Fund
Munder Healthcare Fund
SCHEDULE B1
As of May 17, 2005
| Annual Fees (as a Percentage of Average Daily Net Assets) | ||
| Munder Technology Fund (Munder Technology Fund eff. July , 2005) |
1.00% of the first $300,000,000 of average daily net assets; 0.90% of average daily net assets from $300,000,001 to $1 billion; and 0.80% of average daily net assets in excess of $1 billion | |
| Munder Healthcare Fund |
1.00% of average daily net assets up to $250 million; plus 0.75% of average daily net assets of $250 million or more | |
| Munder Internet Fund |
1.00% of the first $1 billion of average daily net assets; and 0.90% of average daily net assets in excess of $1 billion | |
| Munder Micro-Cap Equity Fund |
1.00% | |
| Munder Power Plus Fund |
0.75% |
SCHEDULE B2
As of May 17, 2005
| Annual Fees (as a Percentage of Average Daily Net Assets) | ||
| Liquidity Money Market Fund |
0.35% | |
| Munder Balanced Fund |
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 Institutional Money Market Fund |
0.20% | |
| 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 Large-Cap Core Growth Fund |
0.75% of the first $1 billion of average daily net assets; 0.725% of average daily net assets from $1 billion to $2 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 Michigan Tax-Free Bond Fund |
0.50% | |
| Munder Mid-Cap Core Growth Fund |
0.75% | |
| Munder Real Estate Equity Investment Fund |
0.74% | |
| Munder Small-Cap Value Fund |
0.75% | |
| Munder Small-Mid Cap Fund |
[0.75%] | |
| Munder Tax-Free 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 Tax-Free Money Market Fund |
0.35% | |
| Munder Tax-Free Short & Intermediate Bond Fund |
0.50% of the first $200 million of average daily net assets; and 0.40% of average daily net assets in excess of $200 million | |
| Munder U.S. Government Income 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 |
