AMENDMENT NO. 2 TO BROKER/DEALER AGREEMENT
EXHIBIT
6.3
AMENDMENT
NO. 2 TO
LAKESIDE
MORTGAGE FUND LLC, a California limited liability company (“Issuer”), and
ePLANNING SECURITIES, INC., a California corporation (“Broker”), effective as of
January 17, 2007, agree as follows:
1. Background
and Purpose.
Issuer
and Broker have entered into that Broker/Dealer Agreement, dated June 2, 2003
(the “Agreement”). The Agreement was amended by Amendment No. 1, effective as of
March 1, 2004. The parties now wish to amend the Agreement further, as set
forth
below. Unless otherwise indicated, all capitalized terms herein shall have
the
meanings set forth in the Agreement.
2. Amendment.
The
Agreement is amended as follows:
2.1. All
references in the Agreement to “March 1, 2004” as the date of the Offering
Circular, and the date of the permit issued by the California Department of
Corporations (“DOC”), are hereby amended to read “January 17, 2007.” This new
date reflects the date of the renewal of the permit issued by the DOC pursuant
to which the Units are being offered.
2.2. Section
6
of the Agreement is amended to read as follows:
6. Commissions.
As
consideration for the services provided by Broker hereunder, Issuer shall pay
to
Broker the following commissions based on amounts transferred to Issuer by
investors which have been referred by Broker, and which have purchased Units,
after having been accepted by Issuer (“Invested Amounts”). Issuer reserves the
right to reject any offer (in the form of a completed and executed Subscription
Agreement) by a prospective investor referred by Broker, and Broker will be
paid
the commission hereunder only on consummated sales of Units to investors
referred by Broker. Issuer shall pay Broker an amount based on either Plan
A,
Plan B, or Plan C, as described below, with the selection of the plan made
by
the particular selling agent of the Broker (“Selling Agent”) for each individual
investor:
(a) Plan
A.
Under
Plan A, Issuer shall pay to Broker the following amounts:
(i) a
commission, to be distributed to the Selling Agent, of six percent (6%) of
all
Invested Amounts invested by the investor;
(ii) a
marketing fee of one half percent (0.5%) of all Invested Amounts invested by
the
investor; and
(iii) an
annual
trailer commission, to be distributed to the Selling Agent, equal to one percent
(1.0%) of all Invested Amounts of the investor remaining invested with
Issuer.
This
trailer commission will
start to accrue after 60 months (with the first annual trailer commission
payment made, therefore, on the 72-month anniversary).
1
of 3
(b) Plan
B.
Under
Plan B, Issuer shall pay to Broker the following amounts:
(i) a
commission, to be distributed to the Selling Agent, of four percent (4%) of
all
Invested Amounts invested by the investor;
(ii) a
marketing fee of one half percent (0.5%) of all Invested Amounts invested by
the
investor; and
(iii) an
annual
trailer commission, to be distributed to the Selling Agent, equal to one percent
(1.0%) of all Invested Amounts of the investor remaining invested with
Issuer.
This
trailer commission will
start to accrue after 36 months (with the first annual trailer commission
payment made, therefore, on the 48-month anniversary).
(c) Plan
C.
Under
Plan C, Issuer shall pay to Broker the following amounts:
(i) a
commission, to be distributed to the Selling Agent, of two percent (2%) of
all
Invested Amounts invested by the investor;
(ii) a
marketing fee of one half percent (0.5%) of all Invested Amounts invested by
the
investor; and
(iii) an
annual
trailer commission, to be distributed to the Selling Agent, equal to one percent
(1.0%) of all Invested Amounts of the investor remaining invested with
Issuer.
This
trailer commission will
start to accrue after 12 months (with the first annual trailer commission
payment made, therefore, on the 24-month anniversary).
The
amounts described in subparagraphs (a)(i), (b)(i) and (c)(i) shall be paid
within thirty (30) days following the purchase of Units by the investor.
The
amounts described in subparagraphs (a)(iii), (b)(iii), and (c)(iii) shall be
paid within thirty (30) days following the last day of the quarter in which
the
anniversary of the initial investment by the investor occurs. The amount of
the
payment shall be one percent (1.0%) of the average daily capital account balance
of the investor during the previous year which ended on the most recent
anniversary date.
6.1. Investments
Referred by Registered Investment Advisors (“RIAs”).
With
regard to a sale by a Selling Agent which is an RIA and which does not collect
commissions from sales of securities, no commission shall be paid by Issuer
for
the Invested Amount. In recognition of the foregone commission, the account
of
the investor shall be credited with an additional two percent (2%) of the
Invested Amount. For example, if an investor invests $100 through an RIA to
whom
no commission is paid, the investor’s account will be credited with an
investment of $102. Issuer shall pay Broker a marketing fee of one half percent
(0.5%) of all Invested Amounts invested by the investor under this Section
6.1.
6.2. Investments
by Selling Agents.
With
regard to a direct investment by a Selling Agent, no commission shall be paid
by
Issuer for the Invested Amounts. In recognition of the foregone commission,
the
account of the Selling Agent shall be credited with an additional two percent
(2%) of the Invested Amount. For example, if a Selling Agent invests $100 and
no
commission is paid, the investor’s account will be credited with an investment
of $102. No marketing fee shall be paid to Broker for Invested Amounts under
this Section 6.2.
2
of 3
3. Effect
on Other Provisions.
All
other provisions of the Agreement which are not amended in this Amendment No.
2
shall be unaffected by this amendment and remain in full force and effect as
set
forth in the Agreement.
4. Signatures.
|
ePLANNING,
SECURITIES INC.,
A
California corporation
|
||
| |
|
|
| By: | ||
|
(Xxxxx Xxxxxx, President and CEO) |
||
|
LAKESIDE
MORTGAGE FUND, LLC,
A
California limited liability company
By:
Lakeside
Financial Group, Inc., Manager
|
||
| |
|
|
| By: | ||
|
(Xxxxxxx
X. Xxxxxxx, President)
|
||
3
of 3
