SUB-ADVISORY AGREEMENT
AGREEMENT made as of the 15th day of October, 2002,
between LEND LEASE REAL ESTATE INVESTMENTS, INC., a
Delaware corporation (the "Adviser") and LEND LEASE XXXXX
REAL ESTATE SECURITIES LLC, a Delaware limited liability
company (the "Sub-Adviser").
WHEREAS, the Adviser is engaged principally in the
business of rendering investment management services and is
registered as an investment adviser under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, the Sub-Adviser is engaged principally in the
business of rendering investment management services and is
registered as an investment adviser under the Advisers Act; and
WHEREAS, LEND LEASE FUNDS, a Delaware business
trust (the "Trust"), is engaged in the business of being an open-end
management investment company and is so registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of
beneficial interest in separate series, with each such series
representing interests in a separate portfolio of securities and other
assets; and
WHEREAS, the Trust currently offers shares in multiple
classes of one series, the Lend Lease U.S. Real Estate Securities
Fund, such series together with all other series subsequently
established by the Trust with respect to which the Sub-Adviser
renders management and investment advisory services pursuant to the
terms of this Agreement, being herein collectively referred to as the
"Funds" and individually as a "Fund"; and
WHEREAS, pursuant to the Advisory Agreement, as of
February 1, 2000, between the Trust and the Adviser (the "Advisory
Agreement"), the Adviser is required to perform investment advisory
services for the Funds.
NOW, THEREFORE, WITNESSETH: That it is hereby
agreed between the parties hereto as follows:
1. APPOINTMENT OF SUB-ADVISER.
(a) Lend Lease U.S. Real Estate Securities
Fund. The Adviser hereby employs the Sub-Adviser to
provide investment advisory services to the Lend Lease U.S.
Real Estate Securities Fund for the period and on the terms
herein set forth. The Sub-Adviser accepts such appointment
and agrees to render the services herein set forth, for the
compensation herein provided.
(b) Additional Funds. In the event that the
Trust establishes one or more series of shares other than the
Lend Lease U.S. Real Estate Securities Fund with respect to
which the Adviser desires to retain the Sub-Adviser to render
investment advisory services hereunder, the Adviser shall so
notify the Sub-Adviser in writing, indicating the advisory fee
to be payable with respect to the additional series of shares. If
the Sub-Adviser is willing to render such services on the
terms provided for herein, it shall so notify the Adviser in
writing, whereupon such series shall become a Fund
hereunder.
2. DUTIES OF ADVISER AND SUB-ADVISER.
(i) Delivery of Documents. The Adviser has
furnished the Sub-Adviser with true copies of each of the
following:
(a) The Trust's Certificate of Trust as filed
with the Secretary of State of the State of Delaware;
(b) The Trust's Master Trust Agreement,
and all amendments and supplements thereto (such
Master Trust Agreement, as presently in effect and as
it shall from time to time be amended or
supplemented, is herein called the "Declaration");
(c) The Trust's By-Laws and amendments
and supplements thereto (such By-Laws, as presently
in effect and as it shall from time to time be amended
and supplemented, is herein called the "By-Laws");
(d) Resolutions of the Trust's Board of
Trustees authorizing the appointment of the Adviser
and Sub-Adviser and approving the Advisory
Agreement and this Agreement and copies of the
minutes of the initial meeting of shareholders of each
Fund;
(e) The Trust's Notification of
Registration on Form N-8A under the 1940 Act as
filed with the Securities and Exchange Commission
on November 1, 1999 and all amendments thereto;
(f) The Trust's Registration Statement on
Form N-1A under the Securities Act of 1933 as
amended (the "1933 Act") and the 1940 Act (File
Nos. 333-90085 and 811-09679) as filed with the
Securities and Exchange Commission on November
1, 1999, and all amendments thereto (the
"Registration Statement");
(g) The most recent prospectus (such
prospectus, as in effect from time to time and all
amendments and supplements thereto are herein
called the "Prospectus") of each Fund;
(h) All resolutions of the Board of
Trustees of the Trust pertaining to the objectives,
investment policies and investment restrictions of
each Fund; and
(i) Copies of the executed Advisory
Agreement between the Trust and the Adviser relating
to each Fund.
The Adviser will furnish the Sub-Adviser from
time to time with copies of all amendments of or
supplements to the foregoing items to the extent such
amendments or supplements relate to or affect the
obligations of the Sub-Adviser hereunder with respect
to the Lend Lease U.S. Real Estate Securities Fund or
any other series of the Trust that hereafter becomes a
Fund hereunder.
(ii) The Sub-Adviser, at its own expense, shall
furnish the following services to the Trust:
(a) Investment Program. The Sub-Adviser
is hereby authorized and directed and hereby agrees,
subject to the stated investment objective and policies
of the Funds as set forth in the Trust's current
Registration Statement and subject to the supervision
of the Adviser and the Board of Trustees of the Trust,
to (i) develop and furnish continuously an investment
program and strategy for each Fund in compliance
with that Fund's investment objective and policies as
set forth in the Trust's current Registration Statement,
(ii) provide research and analysis relative to the
investment program and investments of each Fund,
(iii) determine (subject to the overall supervision of
the Board of Trustees of the Trust) what investments
shall be purchased, held, sold or exchanged by each
Fund and what portion, if any, of the assets of each
Fund shall be held in cash or cash equivalents, and
(iv) make changes on behalf of the Trust in the
investments of each Fund. In accordance with
paragraph 2(ii)(b), the Sub-Adviser shall arrange for
the placing of all orders for the purchase and sale of
securities and other investments for each Fund's
account and will exercise full discretion and act for
the Trust in the same manner and with the same force
and effect as the Trust might or could do with respect
to such purchases, sales or other transactions, as well
as with respect to all other things necessary or
incidental to the furtherance or conduct of such
purchases, sales or transactions. The Sub-Adviser
will make its officers and employees available to meet
with the Adviser's officers and directors on due notice
at reasonable times to review the investments and
investment program of each Fund in the light of
current and prospective economic and market
conditions.
In the performance of its duties hereunder, the
Sub-Adviser is and shall be an independent contractor
and except as expressly provided for herein or
otherwise expressly provided or authorized shall have
no authority to act for or represent any Fund or the
Trust in any way or otherwise be deemed to be an
agent of any Fund, the Trust or of the Adviser. If any
occasion should arise in which the Sub-Adviser gives
any advice to its clients concerning the shares of a
Fund, the Sub-Adviser will act solely as investment
counsel for such clients and not in any way on behalf
of the Trust or any Fund.
(b) Portfolio Transactions. In connection
with the management of the investment and
reinvestment of each Fund, the Sub-Adviser, acting by
its own officers, directors or employees or by a duly
authorized subcontractor, is authorized to select the
broker or dealers that will execute purchase and sale
transactions for the Trust.
In executing portfolio transactions and
selecting brokers or dealers, if any, the Sub-Adviser
will use its best efforts to seek on behalf of a Fund the
best overall terms available. In assessing the best
overall terms available for any transaction, the Sub-
Adviser shall consider all factors it deems relevant,
including the breadth of the market in and the price of
the security, the financial condition and execution
capability of the broker or dealer, and the
reasonableness of the commission, if any, with respect
to the specific transaction and on a continuing basis.
In evaluating the best overall terms available, and in
selecting the broker or dealer, if any, to execute a
particular transaction, the Sub-Adviser may also
consider the brokerage and research services (as those
terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) provided to the Sub-Adviser
with respect to the Lend Lease U.S. Real Estate
Securities Fund and/or other accounts over which the
Sub-Adviser exercises investment discretion. The
Sub-Adviser may pay to a broker or dealer who
provides such brokerage and research services a
commission for executing a portfolio transaction
which is in excess of the amount of commission
another broker or dealer would have charged for
effecting that transaction if, but only if, the
Sub-Adviser determines in good faith that such
commission was reasonable in relation to the value of
the brokerage and research services provided.
The Sub-Adviser may buy securities for a
Fund at the same time it is selling such securities for
another client account and may sell securities for a
Fund at the time it is buying such securities for
another client account. In such cases, subject to
applicable legal and regulatory requirements, and in
compliance with such procedures of the Trust as may
be in effect from time to time, the Sub-Adviser may
effectuate cross transactions between a Fund and such
other account if it deems this to be advantageous. The
Sub-Adviser also may cause a Fund to enter into other
types of investment transactions (e.g., a long position
on a particular securities index) at the same time it is
causing other client accounts to take opposite
economic positions (e.g., a short position on the same
index).
On occasions when the Sub-Adviser deems the
purchase or sale of a security to be in the best interest
of a Fund as well as other clients, the Sub-Adviser, to
the extent permitted by applicable laws and
regulations, and in compliance with such procedures
of the Trust as may be in effect from time to time,
may aggregate the securities to be sold or purchased in
order to obtain the best execution and lower brokerage
commissions, if any. In such event, allocation of the
securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by
the Sub-Adviser in the manner it considers to be the
most equitable and consistent with its fiduciary
obligations to the subject Fund and to such clients.
The Sub-Adviser will advise the Funds'
custodian or such depository or agents as may be
designated by the custodian and the Adviser promptly
of each purchase and sale of a portfolio security,
specifying the name of the issuer, the description and
amount or number of shares of the security purchased,
the market price, the commission and gross or net
price, the trade date and settlement date and the
identity of the effecting broker or dealer. The
Sub-Adviser shall not have possession or custody of
any Fund investments. The Trust shall be responsible
for all custodial agreements and the payment of all
custodial charges and fees and, upon the Sub-Adviser
giving proper instructions to the custodian, the
Sub-Adviser shall have no responsibility or liability
for the acts, omissions or other conduct of the
custodian.
The Sub-Adviser shall, upon due notice from
the Adviser, provide such periodic and special reports
describing any such research, advice or other services
received and the incremental commissions, net price
or other consideration to which they relate.
Notwithstanding the foregoing, the Sub-
Adviser agrees that the Adviser shall have the right by
written notice to identify securities that may not be
purchased on behalf of any Fund and/or brokers and
dealers through which portfolio transaction on behalf
of the Funds may not be effected, including, without
limitation, brokers or dealers affiliated with the
Adviser. The Sub-Adviser shall refrain from
purchasing such securities for the Fund or directing
any portfolio transaction to any such broker or dealer
on behalf of the Fund, unless and until the written
approval of the Adviser to do so is obtained, but the
Sub-Adviser shall not be liable to the Lend Lease U.S.
Real Estate Securities Fund for so acting. In addition,
the Sub-Adviser agrees that it shall not direct portfolio
transactions for the Fund through any broker or dealer
that is an "affiliated person" of the Sub-Adviser (as
that term is defined in the Act or interpreted under
applicable rules and regulations of the Securities and
Exchange Commission) without the prior written
approval of the Adviser and in no event shall the Sub-
Adviser direct portfolio transactions on behalf of the
Fund to any broker/dealer in recognition of sales of
shares of any investment company or receipt of
research or other service without prior written
approval of the Adviser. The Adviser agrees that it
will provide the Sub-Adviser with a list of brokers
and dealers that are "affiliated persons" of the Funds.
(c) Reports. The Sub-Adviser shall render
to the Board of Trustees of the Trust such periodic
and special reports as the Board of Trustees may
request with respect to matters relating to the duties of
the Sub-Adviser set forth herein.
3. SUB-ADVISORY FEE.
For the services to be provided by the Sub-Adviser as
provided in Paragraph 2 hereof, the Adviser shall pay to the
Sub-Adviser an annual fee as set forth on Schedule A to this
Agreement.
In the case of commencement or termination of this
Agreement with respect to any Fund during any calendar month, the
fee with respect to such Fund for that month shall be reduced
proportionately based upon the number of calendar days during which
it is in effect, and the fee shall be computed during the average daily
net assets of such Fund for the days during which it is in effect.
4. EXPENSES.
During the term of this Agreement, the Sub-Adviser will bear
all expenses incurred by it in the performance of its duties hereunder,
other than those expenses specifically assumed by the Trust
hereunder. The Trust shall assume and shall pay (i) issue and transfer
taxes chargeable to the Trust in connection with securities
transactions to which any Fund is a party, and (ii) interest on
borrowed money, if any. In addition to these expenses, the Trust shall
pay all brokers' and underwriting commissions chargeable to the
Trust in connection with the securities transactions to which any Fund
is a party. The expenses to be borne by the Trust shall include,
without limitation:
(a) all expenses of organizing the Trust or forming
any series thereof, to the extent now or hereafter permitted under
generally accepted accounting principles applicable to registered
investment companies;
(b) all expenses (including information, materials
and services other than services of the Adviser (including any
services of the Sub-adviser) of preparing, printing and mailing all
annual, semiannual and periodic reports, proxy materials and other
communications (including registration statements, prospectuses and
amendments and revisions thereto) furnished to existing shareholders
of the Trust and/or regulatory authorities;
(c) fees involved in registering and maintaining
registration of the Trust and its shares with the Securities and
Exchange Commission and state regulatory authorities;
(d) any other registration, filing or other fees in
connection with requirements of regulatory authorities;
(e) expenses, including the cost of printing of
certificates relating to the issuance of shares of the Trust;
(f) to the extent not paid by the Trust's distributor,
the expenses of maintaining a shareholder account and furnishing, or
causing to be furnished, to each shareholder a statement of his
account, including the expense of mailing;
(g) taxes and fees payable by the Trust to federal,
state or other governmental agencies;
(h) expenses related to the redemption of its
shares, including expenses attributable to any program of periodic
redemption;
(i) all issue and transfer taxes, brokers' commis-
sions, margin costs, interest on borrowings and other costs chargeable
to the Trust in connection with securities transactions to which the
Trust is a party, including any portion of such commissions
attributable to research and brokerage services as defined by Section
28(e) of the Securities Exchange Act of 1934, as amended;
(j) the charges and expenses of the custodian
appointed by the Trust, or any depository utilized by such custodian,
for the safekeeping of its property;
(k) charges and expenses of the Administrator and
any shareholder servicing agents, transfer agents and registrars
appointed by the Trust, including costs of servicing shareholder
investment accounts;
(l) charges and expenses of independent
accountants retained by the Trust (including but not limited to charges
and expenses relating to tax compliance and the preparation and
review of tax returns and related tax matters);
(m) fees and expenses for legal services in
connection with the affairs of the Trust, including reasonable fees
charged (including internal charges and allocations) and expenses
incurred by the Adviser (or the Sub-adviser), if any, for performing
such legal services for the Trust;
(n) compensation and expenses of Trustees of the
Trust who are not ?interested persons? of the Trust (as defined in the
0000 Xxx);
(o) expenses of shareholders' and Trustees'
meetings;
(p) membership dues in, and assessments of, the
Investment Company Institute or similar organizations;
(q) insurance premiums on fidelity, errors and
omissions and other coverages;
(r) expenses incurred in connection with any
distribution plan adopted by the Trust in compliance with Rule 12b-1
of the 1940 Act;
(s) such other non-recurring expenses of the Trust
as may arise, including expenses of actions, suits, or proceedings to
which the Trust is a party and the legal obligation which the Trust
may have to indemnify its Trustees, officers or shareholders with
respect thereto;
(t) fees and expenses incurred in connection with
registering and qualifying the Trust's shares with federal and state
regulatory authorities, including reasonable fees charged (including
internal charges and allocations) and expenses incurred by the
administrator or the Adviser (or the Sub-adviser), if any, for
performing such services for the Trust; and
(u) fees and expenses for fund accounting services,
including reasonable fees charged (including internal charges and
allocations) and expenses incurred by the administrator or the
Adviser (or the Sub-adviser), if any, for performing such fund
accounting services for the Trust.
5. COMPLIANCE WITH APPLICABLE
REGULATIONS.
In performing its duties hereunder, the Sub-Adviser
(i) shall establish compliance procedures (copies
of which shall be provided to the Adviser, and shall
be subject to review and approval by the Adviser)
reasonably calculated to ensure compliance at all
times with: all applicable provisions of the 1940 Act
and the Advisers Act, and any rules and regulations
adopted thereunder; Subchapter M of the Internal
Revenue Code of 1986, as amended; the provisions of
the Registration Statement; the provisions of the
Declaration and the By-Laws of the Trust, as the same
may be amended from time to time; and any other
applicable provisions of state, federal or foreign law.
(ii) acknowledges that the Trust has adopted a
written code of ethics complying with the
requirements of Rule 17j-1 under the Act and that the
Sub-Adviser and certain of its employees, officers and
directors may be subject to reporting requirements
thereunder and, accordingly, agrees that it shall, on a
timely basis, furnish, and shall cause its employees,
officers and directors to furnish, to the Adviser and/or
to the Trust, all reports and information required to be
provided under such code of ethics with respect to
such persons.
(iii) agrees that it will maintain for the Trust all
and only such records as required under Rules 31a-1
and 31a-2 under the 1940 Act in respect to its services
hereunder and that such records are the property of the
Trust and further agrees to surrender promptly to the
Trust any such records upon the Trust's request all in
accordance with Rule 31a-3 under the 1940 Act.
6. LIABILITY OF SUB-ADVISER;
INDEMNIFICATION.
Neither the Sub-Adviser nor the officers, directors,
employees, agents, or legal representatives (collectively, "Related
Persons") of the Sub-Adviser shall be liable for any error of judgment
or mistake of law, or for any loss suffered by any Fund or its
shareholders in connection with the matters to which this Agreement
relates; provided that, except as set forth in the succeeding paragraph,
no provision of this Agreement shall be deemed to protect the
Sub-Adviser or its Related Persons against any liability to which it
might otherwise be subject by reason of any willful misfeasance, bad
faith or negligence or the reckless disregard of the Sub-Adviser's
obligations and duties (each of which is hereby referred to as a
"Culpable Act") under this Agreement.
Neither the Sub-Adviser nor its Related Persons shall be liable
for any error of judgment or mistake of law, or for any loss suffered
by the Adviser or its Related Persons in connection with the matters
to which this Agreement relates; provided that this provision shall not
be deemed to protect the Sub-Adviser or its Related Persons against
any liability to which it might otherwise be subject by reason of any
Culpable Act by the Sub-Adviser or its Related Persons.
The Adviser shall indemnify the Sub-Adviser and its Related
Persons and hold them harmless from and against any and all actions,
suits or claims whether groundless or meritorious and from and
against any and all losses, damages, costs, charges, reasonable
counsel fees, payments, expenses and liabilities (collectively,
"Damages") arising directly or indirectly out of or in connection with
the performance of services by the Sub-Adviser or its Related Persons
hereunder to the extent such Damages result from any Culpable Act
of the Adviser or any Related Person of the Adviser.
The Sub-Adviser shall indemnify the Adviser and its Related
Persons from and against any Damages arising directly or indirectly
out of or in connection with the performance of services by the
Adviser or its Related Persons under this Agreement or the Advisory
Agreement, in each case, to the extent such Damages result from any
Culpable Act of the Sub-Adviser or any of its Related Persons.
7. REPRESENTATIONS AND WARRANTIES.
(a) Adviser. The Adviser represents and warrants
to the Sub-Adviser that (i) the retention of the Sub-Adviser by the
Adviser as contemplated by this Agreement is authorized by the
respective governing documents of the Trust and the Adviser; (ii) the
execution, delivery and performance of each of this Agreement and
the Advisory Agreement does not violate any obligation by which the
Trust or the Adviser or their respective property is bound, whether
arising by contract, operation of law or otherwise; and (iii) each of
this Agreement and the Advisory Agreement has been duly
authorized by appropriate action of the Trust and the Adviser and
when executed and delivered by the Adviser will be the legal, valid
and binding obligation of the Trust and the Adviser, enforceable
against the Trust and Adviser in accordance with its terms hereof
subject, as to enforcement, to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally and to general
equitable principles (regardless of whether enforcement is sought in a
proceeding in equity or law).
(b) Sub-Adviser. The Sub-Adviser represents and
warrants to the Adviser that (i) the retention of the Sub-Adviser by
the Adviser as contemplated by this Agreement is authorized by the
Sub-Adviser's governing documents; (ii) the execution, delivery and
performance of this Agreement does not violate any obligation by
which the Sub-Adviser or its property is bound, whether arising by
contract, operation of law or otherwise; and (iii) this Agreement has
been duly authorized by appropriate action of the Sub-Adviser and
when executed and delivered by the Sub-Adviser will be the legal,
valid and binding obligation of the Sub-Adviser, enforceable against
the Sub-Adviser in accordance with its terms hereof, subject, as to
enforcement, to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally and to general equitable principles
(regardless of whether enforcement is sought in a proceeding in
equity or law).
8. DURATION AND TERMINATION OF THIS
AGREEMENT.
(a) Duration. This Agreement shall become
effective with respect to the Lend Lease U.S. Real Estate Securities
Fund on the date hereof and, with respect to any additional Fund, on
the date of receipt by the Adviser of notice from the Sub-Adviser in
accordance with Paragraph 1(b) hereof that the Sub-Adviser is willing
to serve as Sub-Adviser with respect to such Fund. Unless terminated
as herein provided, this Agreement shall remain in full force and
effect for one year from the date hereof with respect to the Lend
Lease U.S. Real Estate Securities Fund and, with respect to each
additional Fund, for two years from the date on which such Fund
becomes a Fund hereunder. Subsequent to such initial periods of
effectiveness, this Agreement shall continue in full force and effect
for periods of one year thereafter with respect to each Fund so long as
such continuance with respect to any such Fund is approved at least
annually (a) by either the Trustees of the Trust or by vote of a
majority of the outstanding voting securities (as defined in the 0000
Xxx) of such Fund, and (b) in either event, by the vote of a majority of
the Trustees of the Trust who are not parties to this Agreement or
"interested persons" (as defined in the 0000 Xxx) of any such party,
cast in person at a meeting called for the purpose of voting on such
approval.
(b) Amendment. This Agreement may be
amended by agreement of the parties, provided that the amendment
shall be approved both by the vote of a majority of the Trustees of the
Trust, including a majority of the Trustees who are not parties to this
Agreement or interested persons of any such party to this Agreement
cast in person at a meeting called for that purpose, and by the holders
of a majority of the outstanding voting securities of the Trust.
(c) Termination. This Agreement may be
terminated with respect to any Fund at any time, without payment of
any penalty, (i) by vote of the Trustees of the Trust or by vote of a
majority of the outstanding voting securities (as defined in the 0000
Xxx) of that Fund, (ii) by the Adviser, or (iii) by the Sub-Adviser, in
each case on sixty (60) days' prior written notice to the other party.
Upon the effective date of termination of this Agreement, the
Sub-Adviser shall deliver all books and records of the Trust or any
Fund held by it (i) to such entity as the Trust may designate as a
successor sub-adviser, or (ii) to the Adviser.
(d) Automatic Termination. This Agreement shall
automatically and immediately terminate in the event of its
assignment (as defined in the 1940 Act).
(e) Approval, Amendment or Termination by
Individual Fund. Any approval, amendment or termination of this
Agreement by the holders of a majority of the outstanding voting
securities (as defined in the 0000 Xxx) of any Fund shall be effective
to continue, amend or terminate this Agreement with respect to any
such Fund notwithstanding (i) that such action has not been approved
by the holders of a majority of the outstanding voting securities of any
other Fund affected thereby, and (ii) that such action has not been
approved by the vote of a majority of the outstanding voting securities
of the Trust, unless such action shall be required by any applicable
law or otherwise.
9. SERVICES NOT EXCLUSIVE.
The services of the Sub-Adviser to the Adviser in connection
with the Funds hereunder are not to be deemed exclusive, and the
Sub-Adviser shall be free to render similar services to others so long
as its services hereunder are not impaired thereby. It is understood
that the persons employed by the Sub-Adviser to assist in the
performance of its duties hereunder will not devote their full time to
such services and nothing hereunder contained shall be deemed to
limit or restrict the right of the Sub-Adviser to engage in or devote
time and attention to other businesses or to render services of
whatever kind or nature.
10. INTERIM CONTRACT PROVISIONS.
Notwithstanding any other provision of this Agreement:
(a) Prior to this Agreement being approved by a
vote of a majority of Lend Lease U.S. Real Estate Securities Fund's
outstanding voting securities in accordance with the 1940 Act: (i) in
no event shall compensation paid to the Sub-Adviser with respect to
Lend Lease U.S. Real Estate Securities hereunder exceed the amount
permitted by Rule 15a-4 under the 1940 Act; (ii) all fees payable to
the Sub-Adviser with respect to Lend Lease U.S. Real Estate
Securities hereunder shall be held in an interest-bearing escrow
account with the Fund's custodian or a bank (the "Escrow Account");
and (iii) this Agreement may be terminated at any time without the
payment of any penalty, by vote of the Trustees of the Trust or by a
vote of a majority of the outstanding voting securities of Lend Lease
U.S. Real Estate Securities Fund on 10 days' prior written notice to
the Sub-Adviser. Funds held in the Escrow Account, including
interest earned, shall be paid to the Sub-Adviser promptly after
approval of this Agreement by the vote of a majority of Lend Lease
U.S. Real Estate Securities Fund's outstanding voting securities in
accordance with the 1940 Act, provided that such approval is
obtained no later than 150 days after the date of this Agreement.
(b) If this Agreement is not approved by a vote of
a majority of Lend Lease U.S. Real Estate Securities Fund's
outstanding voting securities within the time period stated above in
(a), (i) this Agreement shall immediately terminate; and (ii) the Sub-
Adviser shall receive from the Escrow Account the lesser of: (a) the
sum of the amount of any costs incurred by the Sub-Adviser in
performing its duties with respect to Lend Lease U.S. Real Estate
Securities Fund under this Agreement prior to such termination plus
any interest earned on that amount, and (b) the sum of the amount
deposited in the Escrow Account plus any interest earned on that
amount.
11. MISCELLANEOUS.
(a) Notices. All notices or other communications
given under this Agreement shall be made by guaranteed overnight
delivery, telecopy or certified mail; notice is effective when received.
Notice shall be given to the parties at the following addresses:
Adviser: Lend Lease Real Estate
Investments, Inc.
0000 Xxxxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000-0000
Attention: Contract Compliance
Officer
Sub-Adviser: Lend Lease Xxxxx Real Estate
Securities LLC
0000 Xxxxxxxxxx Xxxxxx, Xxxxx
000
Xxxxxxxx, XX 00000
Attention: President
(b) Severability. If any provision of this
Agreement shall be held or made invalid by a court decision, statute,
rule or otherwise, the remainder shall not be thereby affected.
(c) Applicable Law. This Agreement shall be
construed in accordance with and governed by the laws of the State of
Delaware.
(d) Counterparties. This Agreement may be
executed simultaneously in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(e) Entire Agreement. This Agreement states the
entire agreement of the parties hereto, and is intended to be the
complete and exclusive statement of the terms hereof. It may not be
added to or changed orally, and may not be modified or rescinded
except by a writing signed by the parties hereto and in accordance
with the Investment Company Act of 1940, as amended, when
applicable.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser
have caused this Agreement to be executed as of the date first set
forth above.
LEND LEASE REAL
ESTATE
INVESTMENTS, INC.
By:
Name:
Title:
LEND LEASE
XXXXX REAL
ESTATE
SECURITIES LLC
By:
Name:
Title:
Acknowledged and agreed to as of the date first set forth
above with respect to the Trust's obligations under Paragraph 10 of
this Agreement.
LEND LEASE FUNDS
By:
Name:
Title:
SCHEDULE A
Lend Lease U.S. Real Estate Securities Fund
The Adviser shall pay to the Sub-Adviser an annual gross
investment sub-advisory fee equal to .40% of the average daily net
assets of the Lend Lease U.S. Real Estate Securities Fund. Such fee
shall be accrued daily and paid as soon as practical after the last day
of each calendar month.
The Sub-Adviser may voluntarily waive all or a portion of the
sub-advisory fee payable from time to time hereunder. The Adviser
agrees that, during any period in which the Sub-Adviser has
voluntarily waived all or a portion of the sub-advisory fee hereunder,
if requested by the Sub-Adviser, the Adviser will waive an equal
amount (or such lesser amount as the Sub-Adviser may request) of
the advisory fee payable by the Trust to the Adviser with respect to
the Fund under the Advisory Agreement.
The Sub-Adviser agrees that, during any period in which the
Adviser has waived all or a portion of the advisory fee payable by the
Trust to the Adviser under the Advisory Agreement with respect to
the Fund, if requested by the Adviser, the Sub-Adviser will waive a
pro rata share (or such lesser share as the Adviser may request) of the
sub-advisory fee payable hereunder with respect to the Fund, such
that the amount waived by the Sub-Adviser shall bear the same ratio
to the total amount of the sub-advisory fees payable hereunder with
respect to the Fund as the amount waived by the Adviser bears to all
fees payable to the Adviser under the Advisory Agreement with
respect to the Fund.
The Adviser agrees that, in addition to any amounts otherwise
payable to the Sub-Adviser with respect to the Fund hereunder, the
Adviser shall pay the Sub-Adviser all amounts previously waived by
the Sub-Adviser to the extent that such amounts are subsequently
paid by the Trust to the Adviser under the Advisory Agreement, it
being further agreed that, with respect to any such amounts
subsequently paid by the Trust to the Adviser, the amount to be paid
by the Adviser to the Sub-Adviser shall bear the same ratio to the
total amount paid by the Trust as the total amount previously waived
by the Sub-Adviser during the applicable period bears to the total
amount of the fees previously waived by the Adviser under the
Advisory Agreement with respect to the Fund during the applicable
period.
The Sub-Adviser agrees that, during any period in which the
Adviser has agreed to pay or reimburse the Trust for expenses of the
Fund, if requested by the Adviser, the Sub-Adviser shall pay or
reimburse the Trust for up to 50% of all such expenses of the Fund
(or such lesser amount as the Adviser may request). The Adviser
agrees that, in addition to any amounts otherwise payable to the
Sub-Adviser with respect to the Fund hereunder, the Adviser shall
pay the Sub-Adviser all amounts previously paid or reimbursed by the
Sub-Adviser to the extent that such amounts are subsequently paid by
the Trust to the Adviser under the Advisory Agreement.
20
LIBC/834429.4
