AMENDMENT NO. 2 to the INVESTMENT SUB-ADVISORY AGREEMENT
Exhibit (d)(xviii)
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:
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/s/ Xxx Xxxxxxxxxx | |||||
Name:
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Xxx Xxxxxxxxxx | |||||
Title:
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Chief Investment Officer | |||||
| MUNDER CAPITAL MANAGEMENT | MUNDER SERIES TRUST | |||||
By:
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/s/ Xxxxxxx X. Xxxxxxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxxxxxx | |||
Name:
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Xxxxxxx X. Xxxxxxxxxxx | Name: | Xxxxxxx X. Xxxxxxxxxxx | |||
Title:
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Managing Director, General Counsel | Title: | Vice President, Secretary, Chief Legal | |||
| Officer and Chief Compliance Officer | ||||||
