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EXHIBIT 99.e
INBOUND CALL MANAGEMENT AND
FULFILLMENT SERVICES AGREEMENT
THIS AGREEMENT is made as of this 16th day of February, 2000, by and
between Lend Lease Funds, a Delaware business trust (the "Trust"), and Sunstone
Distribution Services, LLC, a Wisconsin limited liability company ("Sunstone").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "Act"), as an open-end management investment company which
is authorized to issue shares of common stock in separate series with each such
series representing the interests in a separate portfolio of securities and
other assets;
WHEREAS, Sunstone offers various inbound call management and
fulfillment services to investment companies and others; and
WHEREAS, the Trust and Sunstone desire to enter into an agreement
pursuant to which Sunstone shall provide on behalf of the Trust certain inbound
call management and fulfillment services to such investment portfolios of the
Trust as are listed on Schedule A hereto and any additional investment
portfolios the Trust and Sunstone may agree upon and include on Schedule A as
such Schedule may be amended from time to time (such investment portfolios and
any additional investment portfolios are individually referred to as a "Fund"
and collectively the "Funds").
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. APPOINTMENT AND SERVICES
(a) The Trust hereby retains and does hereby authorize Sunstone to
provide the inbound call management and fulfillment services described in
Schedule B hereto, and Sunstone agrees to provide such services, for the period
and compensation and upon the terms set forth in this Agreement.
(b) The Trust, at its cost, shall provide Sunstone with the necessary
scripts, instructions and all materials (including prospectuses, reports,
article reprints, stationery and envelopes) so that Sunstone may provide the
services described herein subject to the direction of the Trust. Notwithstanding
anything herein to the contrary, Sunstone shall not be required to provide any
services or information that it believes, in its sole discretion, to represent
dishonest, unethical or illegal activity. In no event shall Sunstone provide any
investment advice or recommendations to any party in connection with its
services hereunder. All risk of loss for the materials being inventoried by
Sunstone on the Trust's behalf shall be the responsibility of the Trust, and
Sunstone shall not be responsible for any loss to this material except as such
loss may be caused by Sunstone's negligence. Sunstone agrees to use due care in
the storage of such materials prior to their distribution. The Trust shall
provide Sunstone from time to time notice of media schedules, anticipated call
volume and other related information to the extent such
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information is reasonably available to the Trust, so as to facilitate
preparation by Sunstone to provide the services hereunder.
(c) Sunstone shall perform its duties hereunder in compliance with all
material respects with all applicable federal, state and local laws, rules and
regulations, including, without limitation, all rules and regulations made or
adopted by the Securities and Exchange Commission, the National Association of
Securities Dealers, Inc. and the states in which the Funds are sold.
2. FEES AND EXPENSES
In consideration of the services rendered pursuant to this Agreement,
the Trust shall, to the extent permissible under the applicable law, pay
Sunstone such fees, charges and expenses as are set forth in Schedule C hereto.
Sunstone may, at its option, arrange to have various service providers submit
invoices directly to the Trust for payment of out of pocket expenses
reimbursable hereunder. All invoices rendered by Sunstone shall be paid within
fifteen (15) days of the date of invoice. At the option of Sunstone, unpaid
invoices accrue a finance charge of one and one-half percent (1 1/2%) per month,
after the due date, unless Sunstone receives notice from the Trust in writing
prior to the due date of any disputed items from a particular invoice.
3. TERM; AMENDMENTS; ASSIGNMENT
(a) This Agreement shall become effective with respect to each Fund
listed on Schedule A as of the date hereof and, with respect to each Fund not in
existence on that date, on the date an amendment to Schedule A to this Agreement
relating to that Fund is executed. Unless sooner terminated as provided herein,
this Agreement shall continue in effect with respect to each Fund until February
16, 2002. Thereafter, if not terminated, this Agreement shall continue
automatically in effect as to each Fund for successive annual periods, provided
such continuance is specifically approved at least annually by (i) the Trust's
Board of Trustees including a majority of the Trust's Board of Trustees who are
not "interested persons" (as defined in the 0000 Xxx) and who have no direct or
indirect financial interest in the operation of the Agreement, by vote cast in
person at a meeting called for the purpose of voting on such approval, and (ii)
by the Distributor.
(b) This Agreement may be terminated with respect to any one or more
particular Funds without penalty, upon not less than thirty (30) days' written
notice to the other party (which notice may be waived by the party entitled to
such notice), by (i) the Distributor, or (ii) by vote of a majority of the
members of the Trust's Board of Trustees who are not "interested persons" (as
defined in the 0000 Xxx) and who have no direct or indirect financial interest
in the operation of the Agreement or by vote of a majority (as defined with
respect to voting securities in the 1940 Act and Rule 18f-2 thereunder) of the
outstanding voting securities of a Fund. This Agreement shall also terminate
automatically in the event of its assignment (as defined in the 1940 Act). Upon
termination of this Agreement, Sunstone shall promptly return to the Trust all
applicable materials that are the property of the Trust at the Trust's expense.
All amounts due and owing to Sunstone as of such termination shall be paid
within fifteen days of the days of the date of invoice(s) relating to such
amounts.
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(c) Except as expressly provided in this Agreement, the terms of this
Agreement shall not be waived, altered, modified, amended or supplemented in any
manner whatsoever except by a written instrument signed by Sunstone and the
Trust. Notwithstanding the above, Sunstone shall provide the Trust with notice
of its fee schedule as it is amended from time to time, and any such amendment
shall automatically be effective sixty (60) days after the date of such notice
provided the Trust provides no written notice of its objection within 25 days of
Sunstone's notice.
4. NON-EXCLUSIVITY; CONFIDENTIALITY
(a) The services of Sunstone hereunder are not deemed to be exclusive.
Sunstone may render inbound call management and fulfillment services and any
other services to others, including other investment companies.
(b) Sunstone agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records relative
to the Funds' shareholders acquired in connection with its services hereunder,
and not to use such records and information for any purpose other than the
performance of its responsibilities and duties hereunder, except after prior
notification to and approval by the Trust, which approval shall not be
unreasonably withheld and may not be withheld where Sunstone may be exposed to
civil or criminal proceedings for failure to comply, when requested to divulge
such information by duly constituted authorities, when subject to governmental
or regulatory audit or investigation, or when so requested by the Trust. Records
and information which have become known to the public through no wrongful act of
Sunstone or any of its employees or representatives, and information which was
already in the possession of the Sunstone prior to receipt thereof shall not be
subject to this paragraph.
(c) Sunstone shall not use the name of the Trust or any Fund (other
than in connection with performing its duties and obligations under this
Agreement) in a manner not approved by the Trust prior thereto in writing;
provided, however, that the approval of the Trust shall not be required for the
use of the Trust's name or the name of any Fund in connection with performing
its duties and obligations or exercising its rights under this Agreement, or
which is required by the Securities and Exchange Commission or any state
securities authority or an other appropriate regulatory, governmental or
judicial authority, provided, further, that in no event shall such approval be
unreasonable withheld or delayed; and provided further that the Distributor and
its affiliates may use the names of the Trust and any Fund pursuant to the terms
of any other agreements executed by or among them and the Trust.
5. LIMITATION OF LIABILITY
(a) In providing services hereunder, Sunstone shall not be liable for
any loss or damage, including counsel fees, resulting from its actions or
omissions to act or otherwise, in the absence of its willful misfeasance, bad
faith or negligence in connection with its duties under this Agreement, or for
any loss or damage resulting from its actions or omissions in accordance with
the instructions, directions or requests of officers or representatives of the
Trust. Sunstone shall indemnify and hold harmless the Trust, and each of its
present or former trustees, officers, employees, representatives, and any person
who controls or previously controlled the Trust within the meaning of Section 15
of the
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Securities Act of 1933 against any and all Losses (as defined below) to the
extent such Losses arise out of or result from the willful malfeasance, bad
faith or negligence of Sunstone in the performance of its duties, or by reason
of the reckless disregard of its obligations and duties under this Agreement.
(b) The Trust shall indemnify and hold harmless Sunstone, and each of
its present or former directors, members, officers, employees, representatives,
and any person who controls or previously controlled Sunstone from and against
any and all claims, actions, suits, demands, losses, expenses and liabilities
(including the costs of investigating or defending any alleged claims, actions,
suits, demands, losses, expenses and liabilities) (collectively, "Losses") of
any and every nature which Sunstone may sustain or incur or which may be
asserted against Sunstone by any person arising directly or indirectly out of
any action taken or omitted to be taken by Sunstone in performing the services
hereunder; provided that this indemnification shall not apply to actions or
omissions of Sunstone in cases of its own willful misfeasance, bad faith or
negligence. As used in this Section 5, the term "Sunstone" shall include past
and present members, officers, employees, representatives, authorized agents and
assigns of Sunstone as well as Sunstone and its affiliates themselves.
(c) The Trust further agrees to indemnify, defend and hold harmless
Sunstone from and against any and all Losses which Sunstone may sustain or incur
or which may be asserted against Sunstone by any person arising out of or
resulting from the actions or omissions of Sunstone when acting in accordance
with the instructions, directions or requests of officers or representatives of
the Trust.
(d) Notwithstanding anything herein to the contrary, Sunstone will be
excused from its obligation to perform any act, service or obligation required
of it hereunder for the duration that such performance is prevented by events
beyond its reasonable control and it shall not be responsible for any damage,
loss of data, errors, delay or any other loss whatsoever caused thereby.
Sunstone will, however, take all reasonable steps to minimize service
interruptions for any period that such interruption continues beyond its
control. The indemnity and defense provisions set forth in this Section 5 shall
indefinitely survive the termination and/or assignment of this Agreement. Under
no circumstances shall Sunstone be liable for any incidental, consequential or
punitive damages, direct or indirect.
6. GOVERNING LAW; INVALIDITY
This Agreement shall be governed by Wisconsin law, excluding the laws on
conflicts of laws. To the extent that the applicable laws of the State of
Wisconsin, or any of the provisions herein, conflict with the applicable
provisions of the Act, the latter shall control, and nothing herein shall be
construed in a manner inconsistent with the Act or any rule or order of the
Securities and Exchange Commission thereunder. Any provision of this Agreement
which may be determined by competent authority to be prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. In such case, the parties shall in good faith modify or
substitute such provision consistent with the original intent of the parties.
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7. MISCELLANEOUS
(a) The 800-telephone number that the Trust transfers to Sunstone, in
order for Sunstone to provide the services hereunder to the Trust, shall remain
the property of the Trust. In the event that this Agreement is terminated,
Sunstone shall assert no claim in or to this telephone number.
(b) This Agreement and the Schedules incorporated hereto constitute the
full and complete understanding and agreement of Sunstone and the Trust and
supersedes all prior negotiations, understandings and agreements.
(c) This Agreement is executed by the Trust with respect to each of the
Funds and the obligations hereunder are not binding upon any of the Trustees,
officers or shareholders of the Trust individually but are binding only upon the
Fund to which such obligations pertain and the assets and property of such Fund.
All obligations of the Trust under this Agreement shall apply only on a
Fund-by-Fund basis, and the assets of one Fund shall not be liable for the
obligations of another Fund.
8. NOTICES
Any notice required or permitted to be given by either party to the other shall
be in writing and shall be deemed to be effective upon the date specified on the
return receipt when sent by registered or certified mail, postage prepaid,
return receipt requested, as follows: Notice to Sunstone shall be sent to
Sunstone Distribution Services, LLC, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, XX, 00000, Attention: Xxxxx Xxxxxxx, and notice to the Trust shall be
sent to Lend Lease Funds, c/o Lend Lease Xxxxx Real Estate Securities, LLC, 0000
Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, Attention: President.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer as of the day and year first above
written.
LEND LEASE FUNDS
(the "Trust")
By:
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SUNSTONE DISTRIBUTION SERVICES, LLC
("Sunstone")
By:
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Xxxxx Xxxxxxx
Vice President
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SCHEDULE A
TO THE
INBOUND CALL MANAGEMENT AND FULFILLMENT SERVICES AGREEMENT
BY AND BETWEEN
LEND LEASE FUNDS
AND
SUNSTONE DISTRIBUTION SERVICES, LLC
FUNDS
Name of Funds
FUND EFFECTIVE DATE
Lend Lease U.S. Real Estate Securities Fund February 16, 2000
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SCHEDULE B
TO THE
INBOUND CALL MANAGEMENT AND FULFILLMENT SERVICES AGREEMENT
BY AND BETWEEN
LEND LEASE FUNDS
AND
SUNSTONE DISTRIBUTION SERVICES, LLC
SERVICES
INBOUND CALL MANAGEMENT
- Standard business hours: 7 a.m. - 7 p.m. CST, Monday through Friday (except
major holidays)
- Qualify callers
- Provide detailed responses to fund inquiries (not scripted)
- Identify buyer/investment needs
- Automated voice response system
- Custom database maintenance
- Periodic activity reporting
- Names, addresses, telephone numbers and types of inquiries
- Call tracking, by:
- Fund
- Zip code or geographic region
- Source code
- Call switching
- Complex calls can be forwarded to fund, if desired
- Transfer calls to transfer agent
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FULFILLMENT
- Literature request standards
- Filled and mailed typically within 24 hours (but at least within 3 business
days with respect to all documents required by the SEC to be sent within
such timeframes).
- On-site inventory control
- Customized literature fulfillment
- Personalized letters developed by the Trust or by Sunstone (with prior
approval by the Trust)
- Customized investor kit assembly
- Fulfill literature requests downloaded from the Trust's Internet site
- Periodic reporting
- Kit report
- Advanced notice of need to order additional materials
MISCELLANEOUS
- Reference Manual maintenance and representative training.
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SCHEDULE C
TO THE
INBOUND CALL MANAGEMENT AND FULFILLMENT SERVICES AGREEMENT
BY AND BETWEEN
LEND LEASE FUNDS
AND
SUNSTONE DISTRIBUTION SERVICES, LLC
FEE SCHEDULE
- Set-up
Basic and Premium service (waived)
Sunstone set up includes the following activities:
- Programming the phone system
- Programming Sunstone's proprietary prospect database
- Coordinating the installation/rerouting of the 800 number
- Coordinating the installation of the voice response unit
- Creating the Fund Reference Manual
- Overseeing initial representative training
- Inbound calls
Live Representative
Basic service $.95/minute
Premium service $1.25/minute
(Premium service is provided by more senior, securities-licensed
representatives.)
Voice Response Unit
Basic and Premium service $.85/minute
Transfers to Toll Number
Basic and Premium service $.85/minute
Transfers to 800 Number
Basic and Premium service $.70/minute
- Base Fee
Basic service $2,000/month
Premium service $5,000/month
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FULFILLMENT
- Standard package for mailing
Up to 3 pieces $0.75
Additional inserts $0.05 each
Personalized letter $1.00 each
- Follow-up letter $1.00 each
OUTBOUND CALL MANAGEMENT
Planning and set-up $3,000
Includes standard programming and training
Call Management
Distribution Services Representative $1.80/minute
- Base Fee $2,500/month
CONFERENCE SUPPORT $750/day
INVESTMENT ADVISOR LIAISON $6,000/month
OTHER EXPENSES
Postage At cost
Bulk mailings At cost
Automate call processor At cost
Stickers/supplements $0.05 each
Bar coding $0.05 each
Facsimile (per sheet) $1.50
Photocopies $0.25
Express Deliveries At cost
Billed to caller (unless otherwise expressed by Fund)
Customized monthly reports $50.00 each
- Ad Hoc reports $100.00 and up
- Customized programming $100.00/hour
- Storage (per skid) $20.00/month
Special projects Priced at time of project
Long distance or 800 number charges At cost
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