Exhibit 99(d)(ii)
FORM OF INVESTMENT ADVISORY AGREEMENT
MUNDER SERIES TRUST
AGREEMENT, made this ___ day of April, 2003, among Munder Series Trust
(the "Trust"), on behalf of each of its series and World Asset Management (the
"Advisor"), a division of Munder Capital Management, a Delaware general
partnership.
WHEREAS, the Trust is a Delaware statutory trust and is authorized to
issue shares in series (each, a "Fund" and collectively, the "Funds," as set
forth in Schedule A, as may be amended from time to time) and the Trust is a
registered as an open-end management investment company under the Investment
Company Act of 1940, as amended ("1940 Act");
WHEREAS, the Advisor is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act"), and is a division
of Munder Capital Management, a Delaware partnership and a registered investment
adviser;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the Trust and the Advisor as follows:
1. Appointment
(a) The Trust hereby appoints the Advisor to act as investment advisor
to the Funds for the periods and on the terms set forth herein. The Advisor
accepts the appointment and agrees to furnish the services set forth herein for
the compensation provided herein.
(b) In the event that the Trust establishes one or more series other
than the Funds listed on Schedule A attached hereto, with respect to which it
desires to retain the Advisor to act as investment adviser hereunder, it shall
notify the Advisor in writing. If the Advisor is willing to render such services
under this Agreement, it shall notify the Trust, as applicable, in writing
whereupon such series shall become a Fund hereunder and shall be subject to the
provisions of this Agreement to the same extent as the Funds named herein except
to the extent that said provisions (including those relating to the compensation
payable by the Fund to the Advisor) are modified with respect to such Fund in
writing by the Trust and the Advisor at that time.
2. Services as Investment Advisor
Subject to the general supervision and direction of The Munder Funds
Board (the "Board") of the Trust, the Advisor will: (a) provide overall
investment management to the Funds in accordance with each Fund's investment
objective and policies as stated in each Fund's Prospectus and Statement of
Additional Information filed with the Securities and Exchange Commission, as
they may be amended from time to time; (b) cause investment decisions for the
Funds to be made; (c) oversee the placement of purchase and sale orders on
behalf of the Funds; (d) employ professional portfolio managers and securities
analysts to provide research services to the Funds; (e) maintain books and
records with respect to each Fund's securities transactions;
and (f) provide periodic and special reports to the Board, as requested. In
providing those services, the Advisor will provide the Funds with ongoing
research, analysis, advice and judgments regarding individual investments,
general economic conditions and trends and long-range investment policy. In
addition, the Advisor will furnish the Funds with whatever statistical
information the Funds may reasonably request with respect to the securities that
the Funds may hold or contemplate purchasing.
The Advisor further agrees that, in performing its duties hereunder, it
will:
(a) comply with the 1940 Act and all rules and regulations thereunder
and under the Advisers Act, the Internal Revenue Code of 1986, as amended
("Code"), and all other applicable federal and state law and regulations, and
with any applicable procedures adopted by the Boards;
(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 each Fund's securities
transactions, render to the Board such periodic and special reports as the Board
may reasonably request, and keep the Board informed of developments materially
affecting each Fund's portfolio;
(d) make available to the Funds' administrator and, as appropriate, the
Trust, promptly upon their request, such copies of its 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. The
Advisor will furnish the Board with such periodic and special reports regarding
the Funds as they may reasonably request; and
(e) immediately notify the Trust in the event that the Advisor or any
of its affiliates: (1) becomes aware that it is subject to a statutory
disqualification that prevents the Advisor from serving as investment advisor
pursuant to this Agreement; 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 Advisor further agrees to notify
the Trust immediately of any material fact known to the Advisor respecting or
relating to the 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.
The Advisor may enter into an agreement with one or more sub-advisors
(each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the
Trust, on behalf of one or more of the Funds, the investment advisory services
specified therein in connection with the management of the Funds ("Sub-Advisory
Agreements"). The Advisor will continue to have ultimate responsibility for all
investment advisory services furnished pursuant to any Sub-Advisory Agreement.
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3. Documents
The Trust has delivered properly certified or authenticated copies of
each of the following documents to the Advisor and will deliver to it all future
amendments and supplements thereto, if any:
(a) certified resolution of the Board authorizing the appointment of
the Advisor and approving the form of this Agreement;
(b) the Registration Statements 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 Statements
described above.
4. Brokerage
In selecting brokers or dealers to execute transactions on behalf of
the Funds, the 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 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 or
dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting broker-dealers to execute a
particular transaction, and in evaluating the best overall terms available, the
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 Advisor or its affiliates exercise investment discretion. The parties hereto
acknowledge that it is desirable for the Trust that the Advisor have access to
supplemental investment and market research and security and economic analysis
provided by broker-dealers who may execute brokerage transactions at a higher
cost to the Funds than may result when allocating brokerage to other brokers on
the basis of seeking the most favorable price and efficient execution.
Therefore, the Advisor may cause the Funds 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 Advisor determines in good faith that such commission is
reasonable in relation 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 Advisor to the Funds. It is understood that
the services provided by such brokers may be useful to the Advisor in connection
with the 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 Advisor and its affiliates are authorized
to effect portfolio transactions for the Funds and to retain brokerage
commissions on such transactions.
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5. Records
The 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 Advisor with respect to the Funds by the 1940 Act. The 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 Advisor shall exercise its best judgment in rendering the services
under this Agreement. The Advisor shall not be liable for any error of judgment
or mistake of law or for any loss suffered by a Fund or the Funds' shareholders
in connection with the matters to which this Agreement relates, provided that
nothing herein shall be deemed to protect or purport to protect the Advisor
against any liability to a Fund or to its shareholders to which the 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
Advisor's reckless disregard of its obligations and duties under this Agreement.
As used in this Section 6, the term "Advisor" shall include any officers,
trustees, directors, employees, or other affiliates of the Advisor performing
services with respect to a Fund.
7. Compensation
In consideration of the services rendered pursuant to this Agreement,
each Fund will pay the Advisor a fee as set forth on Schedule B attached hereto.
This fee shall be computed and accrued daily and payable daily. For the purpose
of determining fees payable to the Advisor, the value of a Fund's daily net
assets shall be computed at the times and in the manner specified in the Fund's
Prospectus or Statement of Additional Information.
8. Expenses
The Advisor will bear all expenses in connection with the performance
of its services under this Agreement and will bear the costs and expenses
payable to Sub-Advisors under the Sub-Advisory Agreements. Each Fund will bear
certain other expenses to be incurred in its operation, including: taxes,
interest, brokerage fees and commissions, if any, fees of the members of its
Board who are not officers, directors or employees of the Advisor or any
Sub-Advisor; Securities and Exchange Commission fees and state blue sky 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 and members of
the Board; and any extraordinary expenses.
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9. Services to Other Companies or Accounts
The investment advisory services of the Advisor to the Funds under this
Agreement are not to be deemed exclusive, and the Advisor, or any affiliate
thereof, shall be free to render similar services to other investment companies
and clients (whether or not their investment objective and policies are similar
to those of a Fund) and to engage in activities so long as its services
hereunder are not impaired thereby.
10. Duration and Termination
(a) Current Funds. With respect to each of the Funds listed on Schedule A
as of April __, 2003 ("Current Funds"), this Agreement shall be effective as of
the date hereof. For each Current Fund, this Agreement shall continue in effect
from the date hereof, unless sooner terminated, as provided herein, for two
years and shall continue from year to year thereafter, provided each continuance
is specifically approved at least annually by (i) the vote of a majority of the
members of the Board or (ii) a vote of a "majority" (as defined in the 0000 Xxx)
of the Current Fund's outstanding voting securities, provided that in either
event the continuance is also approved by a majority of the members of the Board
who are not "interested persons" (as defined in the 0000 Xxx) of any party to
this Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval.
(b) New Funds. With respect to any Fund not listed on Schedule A hereto as
of April __, 2003 ("New Fund"), this Agreement shall become effective on such
date as determined by the Board, provided that with respect to any New Fund,
this Agreement shall not take effect unless it has been approved (a) by a vote
of a majority of the members of the Board, including a majority of those Board
members who are not "interested persons" (as defined in the 0000 Xxx) of any
party to this Agreement cast in person at a meeting called for the purpose of
voting on such approval, and (b) by vote of a majority of that New Fund's
outstanding voting securities and shall continue in effect with respect to the
New Fund, unless sooner terminated, as provided herein, for two years from the
initial approval date for each New Fund and shall continue from year to year
thereafter, provided each continuance is specifically approved at least annually
by (i) the vote of a majority of the members of the Board or (ii) a vote of a
"majority" (as defined in the 0000 Xxx) of the New Fund's outstanding voting
securities, provided that in either event the continuance is also approved by a
majority of the members of the Board who are not "interested persons" (as
defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person
at a meeting called for the purpose of voting on such approval.
(c) Termination. This Agreement is terminable with respect to the Funds, or
any Fund, without penalty, on sixty (60) days' written notice by the Board or by
vote of the holders of a "majority" (as defined in the 0000 Xxx) of the shares
of the affected Funds or upon ninety (90) days' written notice by the Advisor.
Termination of this Agreement with respect to any given Fund, shall in no way
affect the continued validity of this Agreement or the performance thereunder
with respect to any other Fund. This Agreement will be terminated automatically
in the event of its "assignment" (as defined in the 1940 Act).
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11. Amendment
No provision of this Agreement may be changed, waived or 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 Agreement with respect to any Fund shall be
effective until approved by an affirmative vote of (i) a majority of the
outstanding voting securities of that Fund, and (ii) a majority of the Board,
including a majority of Board members who are not "interested persons" (as
defined in the 0000 Xxx) of any party to this Agreement, cast in person at a
meeting called for the purpose of voting on such approval, if such approval is
required by applicable law.
12. Use of Name
It is understood that the name of World Asset Management, or Munder
Capital Management, or any derivative or logo associated with either name, is
the valuable property of the Advisor and its affiliates, and that the Trust and
each Fund have the right to use such name (or derivative or logo) only so long
as this Agreement shall continue with respect to a given Fund. Upon termination
of this Agreement, or upon termination of this Agreement with respect to a given
Fund, the Trust, as appropriate, and any affected Fund shall forthwith cease to
use such name (or derivative or logo) and the Trust, as appropriate, shall
promptly amend its charter documents to change the Fund name to comply herewith.
13. Miscellaneous
(a) This Agreement constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof.
(b) Titles or captions of sections in this Agreement are inserted only
as a matter of convenience and for reference, and in no way define, limit,
extend or describe the scope of this Agreement or the intent of any provisions
thereof.
(c) This Agreement may be executed in several counterparts, all of
which together shall for all purposes constitute one Agreement, binding on all
the parties.
(d) This Agreement 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 Agreement 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
Agreement or the application of such provision to such person or circumstance,
other than these as to which it 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.
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(f) Notices of any kind to be given to the Advisor by the Trust shall
be in writing and shall be duly given if mailed or delivered to the Advisor at
000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, or at such other address or to
such individual as shall be specified by the Advisor. Notices of any kind to be
given to the Trust by the Advisor shall be in writing and shall be duly given if
mailed or delivered to 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, or at such
other address or to such individual as shall be specified by the Trust.
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
By:________________________________
Xxxxxxx X. Xxxxxxxxxxx
Vice President and Secretary
WORLD ASSET MANAGEMENT, a division of
Munder Capital Management
By:________________________________
Xxxx X. Xxxxxxx
Chief Executive Officer
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SCHEDULE A
As of April __, 2003
Munder Index 500 Fund
Munder International Equity Fund
Munder S&P MidCap Index Equity Fund
Munder S&P SmallCap Index Equity Fund
A-1
SCHEDULE B
As of April __, 2003
Annual Fees (as a Percentage of
Fund Daily Net Assets)
Munder Index 500 Fund 0.20% of the first $250 million;
0.12% of the next $250 million;
0.07% of net assets in excess of
$500 million
Munder International Equity Fund 0.75%
Munder S&P MidCap Index Equity Fund 0.15%
Munder S&P SmallCap Index Equity Fund 0.15%
B-1
