Exhibit 99(d)
INTERIM INVESTMENT SUB-ADVISORY CONTRACT
AGREEMENT, made as of the 28th day of July, 2000, among Munder Capital
Management (the "Advisor"), a Delaware partnership, Framlington Overseas
Investment Management Limited (the "Sub-Advisor"), a subsidiary of Framlington
Group Limited, a private limited company, incorporated in England and in Wales
and registered under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and The Munder Framlington Funds Trust (the "Trust"), a
Massachusetts business trust and a diversified open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act").
WHEREAS, the Advisor, the Sub-Advisor and the Trust have entered into an
Investment Sub-Advisory Agreement, dated July 2, 1998 pursuant to which the Sub-
Advisor renders investment advisory services to the portfolios of the Trust
listed on Appendix A attached hereto (the "Funds");
WHEREAS, such Investment Sub-Advisory Agreement, by its terms, and in
accordance with certain provisions of the Investment Company Act of 1940 (the
"1940 Act") will terminate upon its assignment;
WHEREAS, in connection with a proposed change in control (an "assignment"
under the 0000 Xxx) of the Sub-Advisor resulting from a proposed acquisition
transaction by HSBC Holdings plc of Credit Commercial de France S.A., a joint-
owner of the Sub-Advisor an automatic termination of the Investment Sub-Advisory
Agreement will occur;
WHEREAS, Rule 15a-4 of the 1940 Act provides for a temporary exemption from
automatic termination of an advisory contract if a fund's board approves an
interim contract;
WHEREAS, the Board of Trustees of the Trust, including a majority of the
Independent Trustees, has voted in person at its July 10, 2000 meeting to
approve an interim investment sub-advisory contract (the "Interim Contract") so
that the Sub-Advisor may continue to provide advisory services to the Trust
until such time as the shareholders of the Trust will have voted on the approval
or disapproval of a new Investment Sub-Advisory Agreement;
WHEREAS, the Adviser wishes to retain the Sub-Advisor to render investment
advisory services to the portfolios of the Trust listed in Appendix A under an
Interim Contract; and
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the Trust, the Advisor and the Sub-Advisor
as follows:
1. Appointment
The Advisor hereby appoints the Sub-Advisor to act as sub-investment
advisor to the Funds for the periods and on the terms set forth herein. The Sub-
Advisor accepts the appointment and agrees to furnish the services set forth
herein for the compensation provided herein.
2. Services as Sub-Investment Advisor
Subject to the general supervision and direction of the Board of Trustees
of the Trust and the Advisor, the Sub-Advisor will (a) manage the investments of
each Fund in accordance with the Fund's
investment objective and policies as stated in the Fund's Prospectuses and the
Statement of Additional Information filed with the Securities and Exchange
Commission, as they may be amended from time to time; (b) make investment
decisions for each Fund; (c) place purchase and sale orders on behalf of each
Fund; and (d) select brokers-dealers to execute trades on behalf of the Funds.
The Sub-Advisor further agrees that, in performing its duties hereunder, it
will:
(a) comply with the 1940 Act and all rules and regulations thereunder, the
Advisers Act, the Internal Revenue Code, of 1986, as amended (the "Code"),
and all other applicable federal and state laws and regulations, and with
any applicable procedures adopted by the Trust's Trustees as advised to the
Sub-Advisor from time to time;
(b) use reasonable efforts to manage each Fund so that it will qualify,
and continue to qualify, as a regulated investment company under Subchapter
M of the Code and regulations issued thereunder;
(c) maintain books and records with respect to the Funds' securities
transactions, render to the Advisor or Board such periodic and special
reports as the Board of Trustees of the Trust may reasonably request, and
keep the Advisor and the Trustees informed of developments materially
affecting the Funds' portfolios;
(d) make available to the Funds' administrator and the Trust, promptly
upon their request, such copies of the investment records and ledgers with
respect to the Funds as may be required to assist the administrator and the
Trust in their compliance with applicable laws and regulations; and
(e) immediately notify the Trust in the event that the Sub-Advisor or any
of its affiliates: (1) becomes aware that it is subject to a statutory
disqualification that prevents the Sub-Advisor from serving as investment
advisor pursuant to this Interim Contract; or (2) becomes aware that it is
the subject of an administrative proceeding or enforcement action by the
Securities and Exchange Commission or other regulatory authority. The Sub-
Advisor further agrees to notify the Trust immediately of any material fact
known to the Sub-Advisor respecting or relating to the Sub-Advisor that is
not contained in the Trust's Registration Statement regarding the Funds, or
any amendment or supplement thereto, but that is required to be disclosed
therein, and of any statement contained therein that becomes untrue in any
material respect.
3. Documents
The Advisor has delivered properly certified or authenticated copies of
each of the following documents to the Sub-Advisor and will deliver to it all
future amendments and supplements thereto, if any:
(a) certified resolution of the Board of Trustees of the Trust authorizing
the approval of the form of this Interim Contract;
(b) the Registration Statement describing the Funds as filed with the
Securities and Exchange Commission and any amendments thereto; and
(c) exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration
Statement described above.
4. Brokerage
In selecting brokers-dealers to execute transactions on behalf of the
Funds, the Sub-Advisor will use its best efforts to seek the best overall terms
available. In assessing the best overall terms available for any Fund
transaction, the Sub-Advisor will consider all factors it deems relevant,
including, but not limited to, the breadth of the market in the security, the
price of the security, the financial condition and execution capability of the
broker-dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers-dealers to execute
a particular transaction, and in evaluating the best overall terms available,
the Sub-Advisor is authorized to consider the brokerage and research services
(as those terms are defined in Section 28(e) of the Securities Exchange Act of
1934, as amended (the "1934 Act")) provided to the Funds and/or other accounts
over which the Sub-Advisor or its affiliates exercise investment discretion.
The parties hereto acknowledge that it is desirable for the Trust that the Sub-
Advisor have access to supplemental investment and market research and security
and economic analysis provided by brokers-dealers who may execute brokerage
transactions at a higher cost to the Trust than may result when allocating
brokerage to other brokers on the basis of seeking the most favorable price and
efficient execution. Therefore, the Sub-Advisor may cause a Fund to pay a
broker-dealer which furnishes brokerage and research services a higher
commission than that which might be charged by another broker-dealer for
effecting the same transaction, provided that the Sub-Advisor determines in good
faith that such commission is reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer, viewed in terms
of either the particular transaction or the overall responsibilities of the Sub-
Advisor to the Fund. It is understood that the services provided by such
brokers may be useful to the Sub-Advisor in connection with the Sub-Advisor's
services to other clients. In accordance with Section 11(a) of the 1934 Act and
Rule 11a2-2(T) thereunder and subject to any other applicable laws and
regulations, the Sub-Advisor and its affiliates are authorized to effect
portfolio transactions for the Funds and to retain brokerage commissions on such
transactions.
5. Records
The Sub-Advisor agrees to maintain and to preserve for the periods
prescribed under the 1940 Act any such records as are required to be maintained
by the Sub-Advisor with respect to the Funds by the 1940 Act. The Sub-Advisor
further agrees that all records which it maintains for the Funds are the
property of the Funds and it will promptly surrender any of such records upon
request.
6. Standard of Care
The Sub-Advisor shall exercise its best judgment in rendering the services
under this Interim Contract. The Sub-Advisor shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Advisor, the Funds
or the Funds' shareholders in connection with the matters to which this Interim
Contract relates, provided that nothing herein shall be deemed to protect or
purport to protect the Sub-Advisor against any liability to the Advisor, the
Funds or to the Funds' shareholders to which the Sub-Advisor would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or by reason of the Sub-Advisor's reckless
disregard of its obligations and duties under this Interim Contract. As used in
this Section 6, the term "Sub-Advisor" shall include any officers, directors,
employees, or other affiliates of the Sub-Advisor performing services with
respect to the Funds.
7. Compensation
In consideration of the services rendered pursuant to this Interim
Contract, the Advisor will pay the Sub-Advisor a fee at an annual rate based on
the Funds' average daily net assets as set forth on Appendix A. This fee shall
be computed and accrued daily. Such fees earned shall be maintained in an
interest-bearing escrow account with the Trust's custodian or a bank until such
time as the Trust's outstanding voting securities approve a new Investment Sub-
Advisory Agreement. At such time, the escrowed amount will be paid to the Sub-
Advisor. However, should the new Investment Sub-Advisory
Agreement with the Sub-Advisor not be approved by the Trust's outstanding voting
securities, the Sub-Advisor will be paid from the escrow account the lesser of
(i) any costs incurred in performing its duties under the Interim Contract (plus
interest earned on that amount while in escrow); or (ii) the total amount in the
escrow account (plus interest earned). For the purpose of determining fees
payable to the Sub-Advisor, the value of the Funds' average daily net assets
shall be computed at the times and in the manner specified in the Funds'
Prospectuses or Statement of Additional Information. As to each Fund, if, in any
fiscal year, the Advisor determines to waive fees payable to it by the Fund or
reimburse expenses to the Fund, the Sub-Advisor will bear that portion of the
fee waiver or expense reimbursement which bears the same relation to such fee
waiver or expense reimbursement as the fee payable by the Fund to the Sub-
Advisor during such year bears to the total of (i) the annual fee payable by the
Fund to the Sub-Advisor plus (ii) the annual fee payable by the Fund to the
Advisor, in each case without giving effect to the fee waiver or expense
reimbursement.
8. Expenses
The Sub-Advisor will bear all expenses in connection with the performance
of its services under this Interim Contract. Each Fund will bear certain other
expenses to be incurred in its operation, including: taxes, interest, brokerage
fees and commissions, if any, fees of Trustees of the Trust who are not
officers, directors, or employees of the Advisor or any Sub-Advisor; Securities
and Exchange Commission fees and state blue sky qualification fees; charges of
custodians and transfer and dividend disbursing agents; the Fund's proportionate
share of insurance premiums; outside auditing and legal expenses; costs of
maintenance of the Fund's existence; costs attributable to investor services,
including, without limitation, telephone and personal expenses; charges of an
independent pricing service; costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing shareholders; costs of shareholders' reports and
meetings of the shareholders of the Fund and of the officers or Board of
Trustees of the Trust; and any extraordinary expenses.
9. Services to Other Companies or Accounts
The investment advisory services of the Sub-Advisor to the Funds under this
Interim Contract are not to be deemed exclusive, and the Sub-Advisor, or any
affiliate thereof, shall be free to render similar services to other investment
companies and other clients (whether or not their investment objectives and
policies are similar to those of the Funds) and to engage in the activities, so
long as its services hereunder are not impaired thereby.
10. Duration and Termination
This Interim Contract shall become effective on the date first above
written and shall continue in effect, unless sooner terminated as provided
herein, for no greater than 150 days from such date or until the majority of the
Trust's outstanding voting securities approve a new Investment Sub-Advisory
Agreement with the Sub-Advisor. This Interim Contract is terminable, without
payment of any penalty, on not more than ten (10) calendar days written notice
to the Sub-Advisor by the Board of Trustees of the Trust or a "majority" (as
defined in the 0000 Xxx) of the Trust's outstanding voting securities. This
Interim Contract will be terminated automatically in the event of its
"assignment" (as defined in the 1940 Act).
All transactions already initiated hereunder at the time of termination
shall be completed in accordance with the Sub-Advisor's usual practice.
On termination, the Sub-Advisor shall be entitled to charge the Advisor no
additional fee save for:
(a) a proportion of the fee, corresponding to that part of the period by
reference to which any periodic fees are payable, which has expired at
the date of termination;
(b) any additional expenses which the Sub-Advisor necessarily incurs in
terminating this Interim Contract.
11. Amendment
No provision of this Interim Contract may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Interim Contract shall be effective with
respect to a Fund until approved by an affirmative vote of (i) a majority of the
outstanding voting securities of the Fund, and (ii) a majority of the Trustees
of the Trust, including a majority of Trustees who are not interested persons of
any party to this Interim Contract, cast in person at a meeting called for the
purpose of voting on such approval, if such approval is required by applicable
law.
12. Names
It is understood that the name "Framlington Overseas Investment Management
Limited" or any derivative thereof or logo associated with that name is the
valuable property of the Sub-Advisor and its affiliates, and that each Fund has
the right to use such name (or derivative thereof or associated logo) only so
long as this Interim Contract shall continue with respect to that Fund. Upon
termination of this Interim Contract, each Fund shall forthwith cease to use
such name (or derivative thereof or associated logo) and the Trust shall
promptly amend its Declaration of Trust to change its name and the name of each
Fund to comply herewith.
The words "The Munder Framlington Funds Trust" and "Trustees" or "Board of
Trustees" used herein refer respectively to the Trust created and the Trustees,
as trustees of the Trust but not individually or personally acting from time to
time under a Declaration of Trust dated October 30, 1996 which is hereby
referred to and a copy of which is on file at the office of the Secretary of the
Commonwealth of Massachusetts and at the principal office of the Trust. The
obligations of "The Munder Framlington Funds Trust" entered into in the name or
on behalf thereof by any of the Trustees, officers, representatives or agents of
the Trust 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, and all persons dealing
with any class of shares of the Trust must look solely to the Trust Property
belonging to such class for the enforcement of any claims against the Trust.
13. Miscellaneous
(a) This Interim Contract constitutes the full and complete agreement of
the parties hereto with respect to the subject matter hereof.
(b) Titles or captions of sections contained in this Interim Contract are
inserted only as a matter of convenience and for reference, and in no way
define, limit, extend or describe the scope of this Interim Contract or the
intent of any provisions thereof.
(c) This Interim Contract may be executed in several counterparts, all of
which together shall for all purposes constitute one Interim Contract, binding
on all the parties.
(d) This Interim Contract and the rights and obligations of the parties
hereunder shall be governed by, and interpreted, construed and enforced in
accordance with the laws of the State of Michigan.
(e) If any provisions of this Interim Contract or the application thereof
to any party or circumstances shall be determined by any court of competent
jurisdiction to be invalid or unenforceable
to any extent, the remainder of this Interim Contract or the application of such
provision to such person or circumstance, other than these as to which it is so
determined to be invalid or unenforceable, shall not be affected thereby, and
each provision hereof shall be valid and shall be enforced to the fullest extent
permitted by law.
(f) Notices of any kind to be given to the Sub-Advisor by the Advisor
shall be in writing and shall be duly given if mailed or delivered to the Sub-
Advisor at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx, or at such other address
or to such individual as shall be specified by the Sub-Advisor to the Advisor.
Notices of any kind to be given to the Advisor by the Sub-Advisor shall be in
writing and shall be duly given if mailed or delivered to 000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, or at such the address or to such individual as
shall be specified by the Trust to the Sub-Advisor.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
THE MUNDER FRAMLINGTON FUNDS TRUST
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxx
MUNDER CAPITAL MANAGEMENT
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxx
FRAMLINGTON OVERSEAS INVESTMENT
MANAGEMENT LIMITED
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
APPENDIX A
Annual Fees (as a Percentage of
Funds Average Daily Net Assets)
----- -------------------------------
Munder Framlington Emerging Markets Fund 0.625%
Munder Framlington International Growth Fund 0.50% of net assets up to
$250 million; plus 0.375% of
net assets of $250 million or
more
Munder Framlington Healthcare Fund 0.50% of net assets up to $250
million; plus 0.375% of net
assets of $250 million or more
Munder Framlington Global Financial Services 0.375%
Fund
APPENDIX B
Additional IMRO Provisions
--------------------------
1. Framlington Overseas Investment Management (the "Sub-Advisor") is regulated
in the conduct of its investment business in the United Kingdom by IMRO,
the Investment Management Regulatory Organization.
2. Services
The Sub-Advisor will provide discretionary investment management services
for Munder Capital Management (the "Advisor"). Further details of the
services to be provided are set out in the Interim Investment Sub-Advisory
Contract (the "Interim Contract"). Such services are to be provided on the
basis that the Advisor falls within the category of non-private investor.
3. Fees
Details of the Sub-Advisory fees are set out in Clause 7. Any remuneration
received by the Sub-Advisor hereunder shall supplement any other
remuneration receivable by the Sub-Advisor in connection with transactions
effected by the Sub-Advisor with or for the Advisor under this or any other
agreement with the Advisor.
4. Termination
The provisions in respect of termination of the Interim Contract are set
out in Clause 10. Termination of the Interim Contract by either party shall
be without prejudice to the completion of any transaction already initiated
which shall be completed in accordance with market practice.
5. The Portfolio
The investment objectives and any restrictions on the types of investments
and markets in which transactions may be affected are prescribed in
applicable laws (see Clause 2 of the Interim Contract) and are set-out in
each prospectus for Class Y, Class K, Class A, B, C shares (the
"Prospectus") and the Statement of Additional Information or as notified to
and accepted by the Sub-Advisor in accordance with the terms of the Interim
Contract.
6. Subject to the Prospectus and Statement of Additional Information, the Sub-
Advisor shall be entitled without prior reference to the Advisor to effect
on behalf of the Advisor transactions:
(a) in investments the price of which may be being stabilized; and
(b) in units in Collective Investment Schemes which are not Regulated
Collective Investment Schemes and which are not regulated in
accordance with the 1940 Act and other applicable laws.
7. The Sub-Advisor may commit the Advisor to supplement the Funds either by
borrowing or by committing the Advisor to a contract the performance of
which may require the Advisor to supplement the Funds but such borrowing
may only take place in accordance with the 1940 Act.
Borrowing shall only be effected on a short-term basis ancillary to the
proper management of the Funds pending settlement of other transactions or
to protect against currency fluctuations and in
any event will be in accordance with relevant regulations and the
guidelines set out in the Prospectus.
8. Valuation, Reports and Records
The Sub-Advisor shall send to the Advisor, at least once every 6 months, a
statement of the contents and valuation of the Funds, the transactions
entered into during such period and other information required by the IMRO
Rules to be contained in such statement. Such statement may contain a
measure of performance of the Funds by reference to the appropriate
indices.
The Sub-Advisor shall forward contract notes to the administrator of the
Funds, State Street Bank and Trust Company, as soon as possible after the
transaction at the address set out in the Prospectus or to such other
address as the Advisor may provide to the Sub-Advisor for that purpose.
9. Complaints
The Sub-Advisor has in operation, and ensures compliance with, a written
procedure for the effective consideration and proper handling of any
complaints the Advisor may have. The Advisor also has the right to make a
complaint direct to the Investment Ombudsman, at 0 Xxxxxxxxxx Xxxxx, Xxxxxx
XX0X 0XX.
Such procedure ensures that (unless a complaint can be settled instantly
and directly by the representative or employee of the Sub-Advisor
responsible for the matters involved in the complaint and does not involve
sums which are material in relation to the financial circumstances of the
complainant) the complaint is considered by an officer or employee of
appropriate seniority who was not himself concerned in the matter or (where
this is not possible) by a person of appropriate standing who is not an
officer or employee of the Sub-Advisor.
10. Compensation
In the event that the Sub-Advisor is unable to meet any liabilities to the
Advisor, the Advisor can apply to the Sub-Advisor or to IMRO for a
statement describing the rights to compensation.
11. Hedging
Where a liability in one currency is to be matched by an asset in a
different currency or where all or part of the investments are denominated
in a currency other than sterling, a movement of exchange rates may have a
separate effect, unfavorable as well as favorable, on the gain or loss
otherwise experienced on the investment.
12. Investments Not Readily Realisable
In relation to any Investments Not Readily Realisable in which the Funds
may be invested, the Advisor is advised that these are not readily
realisable, that there can not be any certainty that market makers will be
prepared to deal in them and that proper information for determining their
current value may not be available. The Sub-Advisor will notify the Advisor
of any transaction in an Investment Not Readily Realisable in the six
monthly statements, or as requested by the Advisor.
13. Margined Transactions, Options, Futures and Contracts for Differences
The Sub-Advisor shall be entitled without prior reference to, or the
written consent of, the Advisor, to effect transactions in Margined
Transactions, Options, Futures and Contracts for Differences. The Advisor
is warned that the markets can be highly volatile and that such investments
may carry a high risk of loss. The Sub-Advisor will only carry out such
transactions in accordance with the Interim Contract, and the provisions of
the Prospectus, the Statement of Additional Information, and applicable
laws and regulations.
14. Warrants
Warrants often involve a high degree of gearing so that a relatively small
movement in the price of the security to which the warrant relates may
result in a disproportionately large movement, unfavourable as well as
favourable, in the price of the warrant.
"Investment Not Readily has the meaning assigned to it by the IMRO Rules
Realisable" and includes, inter alia, investments (which are
not life policies or units in Regulated Collective
Investment Schemes) which are not traded on or
under the rules of a recognized investment exchange
and investments which are so traded, but not with
sufficient frequency or regularity for a reliable
quoted price for such transactions to be available.
"Margined Transactions" has the meaning assigned to it by the IMRO Rules
and includes, inter alia, a transaction relating to
a Future, an Option or a Contract for Differences
under the terms of which the Advisor may be liable
to make deposits in cash or collateral to secure
performance of obligations which he may have to
perform when the transaction fails to be completed
or upon the earlier closing out of his position.
