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EX. 99(d-2)
SUB-ADVISORY AGREEMENT
AGREEMENT made as of the 1st day of February, 2000, 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"),
proposes to engage in business as 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 intends to offer 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 even date herewith,
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:
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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");
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(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 the 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
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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.
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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,
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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' commissions, margin costs,
interest on borrowings and other costs chargeable to the Trust in connection
with securities transactions to
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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
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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
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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).
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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 two years 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.
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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. 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: General Counsel
Sub-Adviser: Lend Lease Xxxxx Real Estate Securities, LLC
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Contract Compliance Officer
(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.
[Remainder of page intentionally left blank.]
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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: /s/ Xxxxxxx Xxxxx
------------------------------------------
Xxxxxxx Xxxxx, Chief Investment Officer
LEND LEASE XXXXX REAL ESTATE SECURITIES, LLC
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxx, President
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: /s/ Xxxxx X. Xxxxx-Xxxxxxx
------------------------------------------
Xxxxx X. Xxxxx-Xxxxxxx, President
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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.
