COMBINED ADMINISTRATION AGREEMENT
MUNDER SERIES TRUST
THE MUNDER FUNDS, INC.
THE MUNDER FRAMLINGTON FUNDS TRUST
THE MUNDER @VANTAGE FUND
AGREEMENT, made this 13/th/ day of June, 2003, by and among Munder Series
Trust ("MST"), on behalf of each of its series, The Munder Funds, Inc. ("MFI"),
on behalf of each of its series, The Munder Framlington Funds Trust ("MFFT"), on
behalf of each of its series, and The Munder @Vantage Fund ("@Vantage") and
Munder Capital Management ("Administrator"), a Delaware general partnership
("Agreement"). MST, MFI, MFFT and @Vantage are hereinafter referred to together
as the "Fund Parties," unless the circumstances require otherwise.
WHEREAS, MST is a Delaware statutory trust, MFI is a Maryland corporation
and MFFT is a Massachusetts business trust authorized to issue shares in
multiple series as set forth in Schedule A, as may be amended from time to time
(each, a "Fund" and, collectively, the "Funds");
WHEREAS, @Vantage is a Delaware statutory trust that issues shares of
common stock in a single series and class (also a "Fund");
WHEREAS, each of MST, MFI and MFFT is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended ("1940
Act");
WHEREAS, @Vantage is registered as a closed-end management investment
company under the 1940 Act;
WHEREAS, MFI, MFFT, @Vantage, The Munder Funds Trust ("MFT") and St. Clair
Funds, Inc. ("St. Clair") have entered into an Administration Agreement with the
Administrator dated June 1, 2002, as amended ("Pre-Reorganization Agreement");
WHEREAS, MST has entered into an Administration Agreement with the
Administrator dated April 30, 2003 ("MST Agreement"), which was intended to
replace the Pre-Reorganization Agreement following the reorganization of all of
the portfolios of MFI, MFFT, MFT and St. Clair into corresponding series of MST;
WHEREAS, certain portfolios of MFI and MFFT did not receive sufficient
shareholder approval to be reorganized into series of MST; and
WHEREAS, the terms of the Pre-Reorganization Agreement and MST Agreement
are substantially similar in all material respects and the parties desire to
combine the two Agreements into a single Administration Agreement applicable to
all Funds.;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the Fund Parties and the Administrator as
follows:
1. Appointment of Administrator
The Fund Parties hereby appoint the Administrator to act as administrator
to the Funds for purposes of providing certain administrative, accounting and
compliance services for the period and on the terms set forth in this Agreement.
The Administrator accepts such appointment and agrees to render the services
stated herein.
In the event that a Fund Party establishes one or more series other than
the Funds listed on Schedule A hereto, with respect to which it wishes to retain
the Administrator to act as administrator hereunder, it shall notify the
Administrator in writing. Upon written acceptance by the Administrator, such
Fund shall become subject to the provisions of this Agreement to the same extent
as the existing Funds, except to the extent that such provisions (including
those relating to the compensation and expenses payable by the Funds) may be
modified with respect to each additional Fund in writing by the applicable Fund
Party and the Administrator at the time of the addition of the Fund.
2. Delivery of Documents
Each Fund Party will promptly deliver to the Administrator copies of each
of the following documents and all future amendments and supplements to each, if
any:
a. The charter document and by-laws;
b. The currently effective registration statements under the Securities
Act of 1933, as amended ("1933 Act"), and the 1940 Act and the current
prospectus(es) and statement(s) of additional information relating to
all Funds and all amendments and supplements thereto as in effect from
time to time;
c. Upon request, certified copies of the resolutions of the Boards of
Directors/Trustees of the Fund Parties ("Board") authorizing (1) each
Fund Party to enter into this Agreement and (2) certain individuals on
behalf of the Funds to (a) give instructions to the Administrator
pursuant to this Agreement and (b) sign checks and pay expenses; and
d. Such other certificates, documents or opinions that the Administrator
may, in its reasonable discretion, deem necessary or appropriate in
the proper performance of its duties.
3. Representations and Warranties of the Administrator
The Administrator represents and warrants to the Fund Parties that:
a. It is a Delaware general partnership duly organized under the laws of
the State of Delaware;
b. It has the power and authority to carry on its business in the State
of Michigan;
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c. All requisite actions have been taken to authorize it to enter into
and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to perform
its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material breach or
be in material conflict with any other agreement or obligation of the
Administrator or any law or regulation applicable to it.
4. Representations and Warranties of the Fund Parties
The Fund Parties represent and warrant to the Administrator that:
a. Each Fund Party is a statutory trust, duly organized and existing and
in good standing under the laws of the State of Delaware;
b. Each Fund Party has the power and authority under applicable laws and
by its charter and by-laws to enter into and perform this Agreement;
c. All requisite actions have been taken to authorize each Fund Party to
enter into and perform this Agreement;
d. Each Fund Party is an investment company registered under the 1940
Act;
e. A registration statement under the 1933 Act and the 1940 Act has been
filed with respect to each Fund and each registration statement is
effective and will remain effective during the term of this Agreement.
The Fund Parties also warrant to the Administrator that as of the
effective date of this Agreement, all necessary filings under the
federal securities laws and under the securities laws of the states in
which each Fund offers or sells its shares have been made;
f. No legal or administrative proceedings have been instituted or
threatened which would impair the ability of any Fund Party to perform
its duties and obligations under this Agreement;
g. Each Fund Party's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of that Fund Party or any law or regulation applicable to
it; and
h. As of the close of business on the date of this Agreement, each of the
Fund Parties is authorized to issue an unlimited amount of shares of
beneficial interest.
5. Administration Services
a. The Administrator shall provide the services listed in Schedule B, in
each case, subject to the control, supervision and direction of the
respective Board for each
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of the Fund Parties and subject to any necessary review and comment by
the Funds' auditors and legal counsel and in accordance with
procedures or policies that may be established from time to time by
and between the Fund Parties and the Administrator and approved by the
respective Board for each of the Fund Parties. The Administrator shall
provide all office facilities and the personnel required by it to
perform the services listed in Schedule B.
b. In performing its duties hereunder, the Administrator shall act in
accordance with the charters, by-laws, prospectus(es) and statement(s)
of additional information for each of the Fund Parties and with
instructions of the Board and will conform to and comply with the
requirements of the 1940 Act and all other applicable federal and
state laws and regulations, and will consult with legal counsel to the
Funds, as necessary and appropriate.
c. The Administrator is hereby authorized to retain third parties and is
hereby separately authorized to delegate all or some its duties and
obligations hereunder to such person or persons. The compensation of
such person or persons shall be paid by the Administrator, as