FORM OF
SERVICING AGREEMENT
To: Comerica Investment Service, Inc.
We wish to enter into this Servicing Agreement
with you concerning the provision of support services
to your clients ("Clients") who may from time to time
beneficially own shares of the Class K ("Shares") of
the Funds (the "Funds") offered by us.
The terms and conditions of this Servicing
Agreement are as follows:
1. You agree to provide some of the following
support services to Clients who may from time to time
beneficially own Shares: (i) establishing and
maintaining accounts and records relating to Clients
that invest in Shares; (ii) proceeding dividend and
distribution payments from us on behalf of Clients;
(iii) providing information periodically to Clients
showing their positions in Shares and integrating such
statements with those of other transactions and
balances in Client's other accounts serviced by you;
(iv) arranging for bank wires; (v) responding to
Client inquiries relating to the services performed by
you; (vi) responding to routine inquiries from
Clients concerning their investments in Shares; (vii)
providing subaccounting with respect to Shares
beneficially owned by Clients or the information to us
necessary for subaccounting; (viii) if required by
law, forwarding shareholder communications from us
(such proxies, shareholder reports, annual and semi-
annual financial statements and dividend, distribution
and tax notices) to clients; (ix) assisting in
processing purchase, exchange and redemption requests
from Clients and in placing such orders with our
service contractors; (x) assisting Clients in
changing dividend options, account designations and
addresses; (xi) providing Clients with a service that
invests the assets of their accounts in Shares pursuant
to specific or pre-authorized instructions; and (xii)
providing such other similar services as we may
reasonably request to the extent you are permitted to
do so under applicable statutes, rules and regulations.
Section 2. You will provide such office space and
equipment, telephone facilities and personnel (which
may be any part of the space, equipment and facilities
currently used in your business, or any personnel
employed by you) as may be reasonably necessary or
beneficial in order to provide the aforementioned
services and assistance to Clients.
Section 3. Neither you nor any of your officers,
employees or agents are authorized to make any
representations concerning us or the Shares except
those contained in our then current prospectuses and
statement of additional information for Shares, copies
of which will be supplied by us to you, or in such
supplemental literature or advertising as may be
authorized by us in writing.
Section 4. For all purposes of this Agreement you
will be deemed to be an independent contractor, and
will have no authority to act as agent for us in any
matter or in any respect. By your written acceptance
of this Agreement, you agree to and do release,
indemnify and hold us harmless from and against any and
all direct or indirect liabilities or losses resulting
from requests, directions, actions or inactions of or
by you or your officers, employees or agents regarding
your responsibilities hereunder or the purchase,
redemption, transfer or registration of Shares (or
orders relating to the same) by or on behalf of
Clients. You and your employees will, upon request, be
available during normal business hours to consult with
us or our designees concerning the performance of your
responsibilities under this Agreement.
Section 5. In consideration of the services and
facilities provided by you hereunder, we will pay to
you, and you will accept as full payment therefor, a
fee at the annual rate of .25 of 1% of the average
daily net asset value of the Shares beneficially owned
by your Clients for whom you are the dealer of record
or holder of record or with whom you have a servicing
relationship (the "Clients' Shares"), which fee will be
computed daily and payable monthly. For purposes of
determining the fees payable under this Section 5, the
average daily net asset value of the Clients' Shares
will be computed in the manner specified in our
Registration Statement (as the same is in effect from
time to time) in connection with the computation of the
net asset value of Shares for purposes of purchases and
redemptions. By your written acceptance of this
Agreement, you agree to and do waive such portion of
any fee payable to you hereunder to the extent
necessary to assure that such fee and other expenses
required to be accrued by us on any day with respect to
the Client's Shares in any Fund that declares its net
investment income as a dividend to shareholders on a
daily basis does not exceed the income to be accrued by
us to such Shares on that day. The fee rate stated
above may be prospectively increased or decreased by
us, in our sole discretion, at any time upon notice to
you. Further, we may, in our discretion and without
notice, suspend or withdraw the sale of Shares,
including the sale of Shares to you for the account of
any Client or Clients.
Section 6. Any person authorized to direct the
disposition of monies paid or payable by us pursuant to
this Agreement will provide to our Board of Trustees,
and our trustees will review, at least quarterly, a
written report of the amounts so expended and the
purposes for which such expenditures were made. In
addition, you will furnish us or our designees with
such information as we or they may reasonably request
(including, without limitation, periodic certifications
confirming the provision to Clients of the services
described herein), and will otherwise cooperate with us
and our designees (including, without limitation, any
auditors designated by us), in connection with the
preparation of reports to our Board of Trustees
concerning this Agreement and the monies paid or
payable by us pursuant hereto, as well as any other
reports or filings that may be required by law.
Section 7. We may enter into other similar
Servicing Agreements with any other persons without
your consent.
Section 8. By your written acceptance of this
Agreement, you represent, warrant and agree that: (i)
the compensation payable to you in connection with the
investment of your Clients' assets in Shares will be
disclosed by you to your Clients, will be authorized by
your Clients and will not be excessive; (ii) the
services provided by you under this Agreement will in
no event be primarily intended to result in the sale of
Shares; and (iii) in the event an issue pertaining to
our Service Plan is submitted for shareholder approval,
you will vote any shares held for your own account in
the same proportion as the vote of those shares held
for your client's accounts.
Section 9. This agreement will become effective
on the date a fully executed copy of this Agreement is
received by us or our designee. Unless sooner
terminated, this Agreement will continue until November
20, 1994, and thereafter will continue automatically
for successive annual periods provided such continuance
is specifically approved at least annually by us in the
manner described in Section 12. This Agreement is
terminable with respect to any class of the Shares,
without penalty, at any time by us (which termination
may be by vote or a majority of the Disinterested
Trustees as defined in Section 12) or by you upon
written notice to the other party hereto.
Section 10. All notices and other communications
to either you or us will be duly given if mailed,
telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address
stated herein, or to such other address as either party
shall so provide the other.
Section 11. This Agreement will be construed in
accordance with the laws of the State of Massachusetts
and is non-assignable by the parties hereto.
Section 12. This Agreement has been approved by
vote of a majority of (i) our Board of Trustees and
(ii) those Trustees who are not "interested persons"
(as defined in the Investment Company Act of 1940) of
us and have no direct or indirect financial interest in
the operation of the Service Plan adopted by us
regarding the provision of support services to the
beneficial owners of Shares or in any agreement related
thereto cast in person at a meeting called for the
purpose of voting on such approval ("Disinterested
Trustees").
Section 13. The names "The Munder Funds Trust"
and "Trustees of The Munder Funds Trust" refer
respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting
from time to time under a Declaration of Trust dated
August 30, 1989, as amended which is hereby referred to
and a copy of which is on file at the office of the
State Secretary of the Commonwealth of Massachusetts
and at our principal office. The obligations of
"Munder Funds" entered into in the name or on behalf
thereof by any of the Trustees, officers,
representatives or agents are made not individually,
but in such capacities, and are not binding upon any of
the Trustees, Shareholders, officers, representatives
or agents of the Trust personally, but bind only the
Trust Property (as defined in the Declaration of
Trust), and all persons dealing with any class of
Shares of ours must look solely to the Trust Property
belonging to such class for the enforcement of any
claims against us.
If you agree to be legally bound by the provisions
of this Agreement, please sign a copy of this letter
where indicated below and promptly return it to us, c/o
The Shareholder Services Group, Inc. Xxx Xxxxxxxx
Xxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000.
Very truly yours,
THE MUNDER FUNDS TRUST
Date: By:
__________________________
(Authorized Officer)
Accepted and Agreed
to:
COMERICA INVESTMENT
SERVICE, INC.
By:
___________________________
Date: _____________________
(Authorized Officer)
Address of Shareholder Organization:
___________________________
___________________________
___________________________
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