[DECHERT PRICE & RHOADS LETTERHEAD]
EXHIBIT (12)
[FORM OF DECHERT TAX OPINION]
_____________, 2002
Board of Directors
Munder Money Market Fund, a series of
The Munder Funds, Inc.
480 Pierce Street
Birmingham, Michigan 48009
Board of Trustees
Munder Cash Investment Fund, a series of
The Munder Funds Trust
480 Pierce Street
Birmingham, Michigan 48009
Dear Ladies and Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences to the Munder Money Market Fund ("Target"), a series of The Munder
Funds, Inc., a Maryland corporation ("Target Company"), to the holders of the
shares of Target ("Target Shareholders"), and to the Munder Cash Investment Fund
("Acquiring Fund"), a series of The Munder Funds Trust, a Massachusetts business
trust ("Acquiring Trust"), in connection with the proposed transfer of
substantially all of the properties of Target to Acquiring Fund in exchange
solely for voting shares of beneficial interest of Acquiring Fund ("Acquiring
Fund Shares"), followed by the distribution of such Acquiring Fund Shares
received by Target in complete liquidation and termination of Target
("Reorganization"), all pursuant to the Agreement and Plan of Reorganization
("Plan") dated as of ________, executed by Target Company on behalf of Target
and by Acquiring Trust on behalf of Acquiring Fund.
For purposes of this opinion, we have examined and rely upon (1) the
Plan, (2) the Form N-14 filed by Acquiring Fund on [ ], 2002 with the Securities
and Exchange Commission, (3) the related combined Proxy Statement and Prospectus
to be dated [ ], 2002, (4) the facts and representations contained in the letter
dated on or about the date hereof addressed to us from Company on behalf of
Acquiring Fund, (5) the facts and representations contained in the letter dated
on or about the date hereof addressed to us from Company on behalf of Target,
and (6) such other documents and instruments as we have deemed necessary or
appropriate for purposes of rendering this opinion.
[DECHERT LETTERHEAD]
Boards of Directors/Trustees
______________ 2002
Page 2
This opinion is based upon the Internal Revenue Code of 1986, as amended
("Code"), United States Treasury regulations, judicial decisions, and
administrative rulings and pronouncements of the Internal Revenue Service, all
as in effect on the date hereof. This opinion is conditioned upon the
Reorganization taking place in the manner described in the Plan and the Form
N-14 referred to above.
Based upon the foregoing, it is our opinion that:
1. The acquisition by Acquiring Fund of substantially all of the properties of
Target in exchange solely for Acquiring Fund Shares followed by the
distribution of Acquiring Fund Shares to the Target Shareholders in
exchange for their Target shares in complete liquidation and termination of
Target will constitute a reorganization within the meaning of section
368(a) of the Code. Target and Acquiring Fund will each be "a party to a
reorganization" within the meaning of section 368(b) of the Code.
2. Target will not recognize gain or loss upon the transfer of substantially
all of its assets to Acquiring Fund in exchange solely for Acquiring Fund
Shares except to the extent that Target's assets consist of contracts
described in section 1256(b) of the Code ("Section 1256 Contracts"); Target
will be required to recognize gain or loss on the transfer of any such
Section 1256 contracts to Acquiring Fund pursuant to the Reorganization as
if such Section 1256 contracts were sold to Acquiring Fund on the effective
date of the Reorganization at their fair market value. Target will not
recognize gain or loss upon the distribution to its shareholders of the
Acquiring Fund Shares received by Target in the Reorganization. We do not
express any opinion as to whether any accrued market discount will be
required to be recognized as ordinary income.
3. Acquiring Fund will recognize no gain or loss upon receiving the properties
of Target in exchange solely for Acquiring Fund Shares.
4. The aggregated adjusted basis to Acquiring Fund of the properties of Target
received by Acquiring Fund in the Reorganization will be the same as the
aggregate adjusted basis of those properties in the hands of Target
immediately before the exchange.
5. Acquiring Fund's holding periods with respect to the properties of Target
that Acquiring Fund acquires in the transaction will include the respective
periods for which those properties were held by Target (except where
investment activities of Acquiring Fund have the effect of reducing or
eliminating a holding period with respect to an asset).
6. The Target Shareholders will recognize no gain or loss upon receiving
Acquiring Fund Shares solely in exchange for Target shares.
[DECHERT LETTERHEAD]
Boards of Directors
______________ 2002
Page 3
7. The aggregate basis of the Acquiring Fund Shares received by a Target
Shareholder in the transaction will be the same as the aggregate basis of
Target shares surrendered by the Target Shareholder in exchange therefor.
8. A Target Shareholder's holding period for the Acquiring Fund Shares
received by the Target Shareholder in the transaction will include the
holding period during which the Target Shareholder held Target shares
surrendered in exchange therefor, provided that the Target Shareholder held
such shares as a capital asset on the date of Reorganization.
We express no opinion as to the federal income tax consequences of the
Reorganization except as expressly set forth above, or as to any transaction
except those consummated in accordance with the Plan.
Very truly yours,