EX-99.d
Advisory Agreement
ADVISORY AGREEMENT
AGREEMENT made as of the 25th day of August, 2004, between Adelante
Capital Management LLC, a Delaware limited liability company (the "Adviser"),
and Lend Lease Funds, a Delaware business trust (the "Trust").
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 Trust is an open-end management investment company 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 in multiple classes of such
series; and
WHEREAS, the Trust has retained UMB Fund Services, Inc. (together with any
new administrator engaged by the Trust, the "Administrator") to provide
administration and fund accounting services with respect to the Trust's
operations, subject to the control of the Board of Trustees; and
WHEREAS, the Trust offers shares in multiple classes of shares of one
series, the Lend Lease U.S. Real Estate Securities Fund, such series (the
"Initial Fund"), together with all other series subsequently established by the
Trust with respect to which the 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, the Adviser has served as sub-adviser with respect to the Initial
Fund since its inception, most recently pursuant to an agreement dated as of
October 15, 2002, which terminates in accordance with its terms effective as of
the date hereof as a result of an assignment in connection with a change in
control of the Adviser;
WHEREAS, Lend Lease Real Estate Investments, Inc. ("LLREI") has served as
adviser with respect to the Initial Fund since its inception pursuant to an
agreement dated as of February 1, 2000, and such agreement shall terminate
effective as of the date hereof;
WHEREAS, the Adviser and the Trust desire that the function of the adviser
and sub-adviser with respect to the Initial Series be consolidated and be
performed by the Adviser.
NOW THEREFORE, WITNESSETH: That it is hereby agreed between the parties
hereto as follows:
1. APPOINTMENT OF ADVISER.
(a) Initial Fund. The Trust hereby appoints the Adviser to act as
manager and investment adviser to the Initial Fund for the period and on the
terms herein set forth. The 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 Initial Fund with respect to which it
desires to retain the Adviser to render management and investment advisory
services hereunder, it shall so notify the Adviser in writing, indicating the
advisory fee to be payable with respect to the additional series of shares. If
the Adviser is willing to render such services on the terms provided for herein,
it shall so notify the Trust in writing, whereupon such series of shares shall
become a Fund hereunder.
2. DUTIES OF ADVISER. The Adviser, at its own expense, shall 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
Board of Trustees of the Trust, (a) 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, (b) provide research and analysis relative to the
investment program and investments of each Fund, (c) 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
(d) make changes on behalf of the Trust in the investments of each Fund. In
connection therewith:
(i) In accordance with paragraph 2(ii), the 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.
(ii) In connection with the management of the investment and
reinvestment of each Fund, the 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 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
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 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 Adviser with respect to the Fund and/or other
accounts over which the Adviser exercises investment discretion. The
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 Adviser
determines in good faith that such commission was reasonable in relation
to the value of the brokerage and research services provided.
(iii) The 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 Adviser may effectuate cross
transactions between a Fund and such other account if it deems this to be
advantageous. The 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).
(iv) On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of a Fund as well as other clients,
the 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
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.
(v) The Adviser will advise the Funds' custodian or such depository
or agents as may be designated by the custodian 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
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 Adviser giving proper
instructions to the custodian, the Adviser shall have no responsibility or
liability for the acts, omissions or other conduct of the custodian.
(vi) The Adviser shall, upon due notice from the Adviser, provide
such periodic and special reports as the Board of Trustees may request
(including but not limited to reports describing any such research, advice
or other services received and the incremental commissions, net price or
other consideration to which they relate).
(vii) The Adviser shall also oversee the activities of the
Administrator, subject always to the control of the Board of Trustees of
the Trust and to the provisions of the Trust's Master Trust Agreement and
By-laws, as amended, and the 1940 Act. The Adviser is authorized to engage
one or more sub-advisers in connection with the Adviser's duties under
this Agreement, which sub-advisers may be affiliates of the Adviser. In
connection therewith, the Adviser shall:
(A) furnish to the Trust necessary assistance in the
preparation all reports, prospectuses, registration statements and
amendments thereto now or hereafter required by federal or other
laws or by the rules or regulations of any duly authorized
commission or administrative body;
(B) furnish to the Trust office space in the offices of the
Adviser, or in such other place or places as may be agreed upon from
time to time, and all necessary office facilities, simple business
equipment, supplies, utilities and telephone service.
(C) furnish to the Trust executive and administrative
personnel to provide management of the affairs of the Trust,
including personnel to perform clerical, bookkeeping, accounting and
other office functions, which services are exclusive of the
necessary records or services, including shareholder services and
fund accounting services, of the Administrator and any dividend
disbursing agent, transfer agent, registrar or custodian, provided
that the Adviser shall compensate all personnel, officers, and
directors of the Trust if such persons are also employees of the
Adviser or its affiliates; and
(D) arrange for providing and maintaining a bond issued by a
reputable insurance company authorized to do business in the place
where the bond is issued against larceny and embezzlement covering
each officer and employee of the Trust, the Adviser and/or any
sub-adviser who may singly or jointly with others have access to
funds or securities of the Trust, with direct or indirect authority
to draw upon such funds or to direct generally the disposition of
such funds, which bond shall be in such reasonable amount as a
majority of the Trustees who are not "interested persons" of the
Trust, as defined in the 1940 Act, shall determine, with due
consideration to the aggregate assets of the Trust to which any such
officer or employee may have access, provided that the premium, or
portion thereof pursuant to an agreement among the insured parties
in the case of a joint insured bond, for the bond shall be payable
by the Trust in accordance with paragraph 3(q).
3. ALLOCATION OF EXPENSES.
The Trust assumes and shall pay all expenses for all other Trust
operations and activities and shall reimburse the Adviser for any such expense
incurred by the Adviser (it being understood that the Trust shall allocate such
expenses between or among the Funds to the extent contemplated by its Master
Trust Agreement). 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) 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' commissions, 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, 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, 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, if any, for performing
such fund accounting services for the Trust.
4. ADVISORY FEE.
For the services and facilities to be provided by the Adviser as provided
in Sections 1 and 2 of this Agreement, the Trust shall pay to the Adviser on a
monthly basis compensation based on an annual percentage rate applied to the
Fund's average daily net assets as specified in the Schedule(s) which are
attached hereto and made a part of this Agreement. Such compensation shall be
paid to the Adviser as soon as practicable after the last calendar day of each
month.
All rights of compensation under this Agreement for services performed as
of the termination date shall survive the termination of 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 upon the
average daily net assets of such Fund for the days during which it is in effect.
The Adviser may from time to time and for such periods as it deems
appropriate reduce its compensation hereunder to the extent the Adviser may, by
notice to the Trust, voluntarily declare.
5. EXPENSE LIMITATION.
The Adviser agrees that if the total expenses of any Fund (exclusive of
interest, taxes, brokerage expenses, distribution expenses, extraordinary items
and any other items allowed to be excluded by applicable state law) for any
fiscal year of the Trust exceed the lowest expense limitation imposed in any
jurisdiction in which that Fund is then making sales of its shares or in which
its shares are then qualified for sale, the Adviser will pay or reimburse such
Fund for that excess up to the amount of its advisory fee payable with respect
to that Fund during that fiscal year. The amount of the monthly advisory fee
payable under Paragraph 4 hereof shall be reduced to the extent that the monthly
expenses of that Fund, on an annualized basis, would exceed the foregoing
limitation. At the end of each fiscal year of the Trust, if the aggregate annual
expenses chargeable to any Fund for that year exceed the foregoing limitation
based upon the average of the monthly average net asset value of that Fund for
the year, the Adviser will promptly reimburse that Fund for the amount of such
excess to the extent not already reimbursed by reduction of the monthly advisory
fee. In the event that such expenses are within the foregoing limitation, the
Trust shall be obligated to pay the Adviser excess amounts previously withheld
from the advisory fee during that fiscal year, provided that the amount of such
payment would not exceed the foregoing limitation.
In the event that this Agreement (i) is terminated with respect to any one
or more Funds as of a date other than the last day of the fiscal year of the
Trust or (ii) commences with respect to one or more Funds as of a date other
than the first day of the fiscal year of the Trust, then the expenses of such
Fund or Funds shall be annualized and the Adviser shall pay to, or receive from,
the applicable Fund or Funds a pro rata portion of the amount that the Adviser
would have
been required to pay or would have received, if any, had this Agreement remained
in effect with respect to such Fund or Funds for the full fiscal year.
6. RELATIONS WITH TRUST.
Subject to and in accordance with the Master Trust Agreement and By-Laws
of the Trust and the organizational or governing documents of the Adviser, it is
understood that Trustees, officers, agents and shareholders of the Trust are or
may be interested in the Adviser and its affiliates (or any successor thereof)
as directors, officers, or otherwise, that directors, officers, agents and
shareholders of the Adviser and its affiliates (or any successor) are or may be
interested in the Trust as Trustees, officers, shareholders or otherwise, that
the Adviser (or any such successor thereof) is or may be interested in the Trust
as a shareholder or otherwise and that the effect of any such adverse interests
shall be governed by said Master Trust Agreement, By-Laws and organization or
governing documents. In addition, brokerage transactions for the Trust may be
effected through affiliates of the Adviser if approved by the Board of Trustees,
subject to the rules and regulations of the Securities and Exchange Commission.
7. COMPLIANCE WITH APPLICABLE REGULATIONS.
In performing its duties hereunder, the Adviser
(a) shall establish compliance procedures 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.
(b) 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 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 Trust, all reports and information required to be provided under
such code of ethics with respect to such persons.
(c) 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.
8. LIABILITY OF ADVISER.
Neither the Adviser nor its officers, directors, members, managers,
employees, agents or controlling persons or their respective affiliates or
assigns (collectively, "Related Persons") shall be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust or its
shareholders in connection with the matters to which this Agreement relates;
provided that no provision of this Agreement shall be deemed to protect the
Adviser or any Related Person against any liability to the Trust or its
shareholders to which it might otherwise be subject by reason of any willful
misfeasance, bad faith or negligence in the performance of its duties or the
reckless disregard of its obligations and duties under this Agreement. Nor shall
any provision hereof be deemed to protect any Trustee or officer of the Trust
against any such liability to which he might otherwise be subject by reason of
any willful misfeasance, bad faith or negligence in the performance of his
duties or the reckless disregard of his obligations and duties.
9. DURATION AND TERMINATION OF THIS AGREEMENT.
a) Duration. This Agreement shall become effective with respect to
the Initial Fund on the date hereof and, with respect to any additional Fund, on
the date of receipt by the Trust of notice from the Adviser in accordance with
paragraph 1(b) hereof that the Adviser is willing to serve as Adviser with
respect to such Fund. Unless terminated as herein provided, this Agreement shall
remain in full force and effect until August 25, 2005 with respect to the
Initial 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 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. Notwithstanding the foregoing provisions of this Section 8(a),
the continuance of this Agreement with respect to the Initial Fund or any
additional Fund is subject to the approval of this Agreement by a majority of
the outstanding voting securities of that Fund at the first meeting of
shareholders after this Agreement becomes effective with respect to that Fund.
(b) Amendment. Any amendment to this Agreement shall become
effective with respect to a Fund upon approval of the Adviser, the Fund and if
required by applicable law, a majority of the outstanding voting securities (as
defined in the 0000 Xxx) of that Fund.
(c) Termination. This Agreement may be terminated with respect to
any Fund at any time, without payment of any penalty, by vote of the Trustees or
by vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of that Fund, or by the Adviser, in each case on sixty (60) days'
prior written notice to the other party.
(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.
10. SERVICES NOT EXCLUSIVE.
The services of the Adviser to the Trust hereunder are not to be deemed
exclusive, and the Adviser and its affiliates shall be free to render similar
services to others so long as the Adviser's services hereunder are not impaired
thereby. It is understood that the persons employed by the 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 Adviser to engage in or devote time and attention to other
businesses or to render services of whatever kind or nature.
11. SUBCONTRACTORS.
The Trust hereby agrees that the Adviser may subcontract for the
performance of any of the services contemplated to be rendered by the Adviser to
any Fund hereunder, which subcontractors may be affiliates of the Adviser.
12. INTERIM CONTRACT PROVISIONS.
Notwithstanding any other provision of this Agreement:
(a) Prior to this Agreement being approved by a vote of a majority
of the Initial Fund's outstanding voting securities in accordance with the 1940
Act: (i) in no event shall compensation paid to the Adviser with respect to the
Fund's hereunder exceed the amount permitted by Rule 15a-4 under the 1940 Act;
(ii) all fees payable to the Adviser with respect to the Initial Fund 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 the Initial Fund
on 10 days' prior written notice to the Adviser. Funds held in the Escrow
Account, including interest earned, shall be paid to the Adviser promptly after
approval of this Agreement by the vote of a majority of the Initial 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 the
Initial Fund's outstanding voting securities within the time period stated above
in (a), (i) this
Agreement shall immediately terminate; and (ii) the Adviser shall receive from
the Escrow Account the lesser of: (a) the sum of the amount of any costs
incurred by the Adviser in performing its duties with respect to the Initial
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.
13. LIMITATION OF LIABILITY.
The term "Lend Lease Funds" means and refers to the Trustees from time to
time serving under the Master Trust Agreement of the Trust dated October 28,
1999 as the same may subsequently thereto have been, or subsequently hereto may
be, amended. It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the trust
property of the Trust, as provided in the Master Trust Agreement. The execution
and delivery of this Agreement have been authorized by the Trustees and signed
by the President of the Trust, acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the trust property of the Trust as provided
in its Master Trust Agreement.
14. RESERVATION OF NAME.
The parties hereby acknowledge that the Adviser has reserved the right to
grant the non-exclusive use of the name "Adelante" or any derivative thereof to
any other investment company, investment adviser, distributor or other business
enterprise, and to withdraw from the Trust the use of the name "Adelante" The
name "Adelante" will continue to be used by the Trust so long as such use is
mutually agreeable to the Adviser and the Trust.
15. MISCELLANEOUS.
(a) Notice. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate in writing for the receipt of such
notices.
(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 without regard to
principles of conflict of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first set forth above.
LEND LEASE FUNDS
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
ADELANTE CAPITAL
MANAGEMENT LLC
By: /s/ Xxxx X. Xxxx
-----------------------
Name: Xxxx X. Xxxx
Title:
Chief Operating Officer
Schedule A
to the
Advisory Agreement
between Lend Lease Funds
and
Adelante Capital Management LLC
The Trust shall pay the Adviser compensation at an annual rate multiplied
by the average daily net asset value of each Fund as follows:
Fund Fee (in basis points)
---- ---------------------
Lend Lease U.S. Real Estate Securities Fund 80
Such fee shall be accrued daily and paid as soon as practical after the last day
of each calendar month.
From time to time, the Adviser may voluntarily waive all or a portion of
the advisory fee payable with respect to a Fund and/or, on a class-by-class
basis, pay or reimburse the Trust for a Fund's expenses. In addition to any
amounts otherwise payable to the Adviser as an advisory fee for current services
under the Investment Management Agreement, the Trust shall be obligated to pay
the Adviser all amounts previously waived, paid or reimbursed by the Adviser
with respect to a Fund, provided that the amount of such additional payment in
any year, together with all other expenses of the Fund (excluding portfolio
transaction costs such as brokerage charges, interest on borrowings, margin
expenses and similar expenses), in the aggregate, would not cause the Fund's
expense ratio for each class of shares in such year to exceed the following
annual rate multiplied by the average daily net asset value of the respective
class of such Fund, and provided further that no additional payments shall be
made with respect to amounts waived, paid or reimbursed more than three (3)
years prior to the date the Fund accrues a liability with respect to such
additional payment:
Lend Lease U.S. Real Estate Securities Fund
Class Maximum Expense Ratio (in basis points)
----- ---------------------------------------
Class A Shares 150
Class K Shares 125
Class Y Shares 97
As adopted with respect to Lend Lease U.S. Real Estate Securities Fund on
August 25, 2004.
