AMENDMENT NO. 2 to the INVESTMENT SUB-ADVISORY AGREEMENT
This Amendment is made as of July 1, 2011 to the Investment Sub-Advisory
Agreement among Munder Series Trust ("MST"), on behalf of each of its
series set forth on Schedule A of the Investment Sub-Advisory Agreement,
as may be amended from time to time (each, a "Fund" and, together, the
"Funds"), Munder Capital Management ("Advisor"), a Delaware general
partnership, and World Asset Management, Inc. ("Sub-Advisor"), a Delaware
corporation.
WHEREAS, Section 2(e) of the Investment Sub-Advisory Agreement provides
that Sub-Advisor will 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 MST's proxy voting policies and
procedures; and
WHEREAS, the Sub-Advisor desires to adopt its own, separate, proxy
voting policies and procedures on behalf of the Funds.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the Advisor, the Sub-Advisor and
MST as follows:
1. Section 2(e) of the Investment Sub-Advisory Agreement is hereby
deleted in its entirety and replaced with the following:
(e) 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 Sub-Advisor's written proxy voting policies and
procedures and, in the good faith judgment of the Sub-Advisor, best
serves the interests of each Fund's shareholders; maintain records of
all proxies voted on behalf of the Funds; and provide information to MST,
the Advisor, or their designated agent in a manner that is sufficiently
complete and timely to ensure MST's compliance with its filing
obligations under Rule 30b1-4 of the 1940 Act;
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.
WORLD ASSET MANAGEMENT, INC.
By: /s/ Xxx Xxxxxxxxxx
Name: Xxx Xxxxxxxxxx
Title: Chief Investment Officer
MUNDER CAPITAL MANAGEMENT
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Managing Director, General Counsel
MUNDER SERIES TRUST
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President, Secretary, Chief Legal
Officer and Chief Compliance Officer
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