Exhibit 10.23(b)
CLARIFICATION AGREEMENT RE
JOINT VENTURE AGREEMENT
This Clarification Agreement dated as of October 30, 1995 between the
parties hereto relates to that certain Joint Venture Agreement (the "JVA") dated
as of July 25, 1996 by and between the parties hereto and certain others. Unless
otherwise stated, defined terms used in this Agreement shall have the meanings
assigned such terms in the JVA.
WHEREAS, the JVA expresses the parties' desires that Mentor become a
preferred provider of asset management services to EVEREN Clients and that
EVEREN acquire and maintain an equity investment in the Venture,
WHEREAS, the parties desire to clarify in certain respects EVEREN's
obligations under the JVA that form the consideration for EVEREN Holdings'
receipt of Interests at the Initial Closing.
NOW, THEREFORE, the parties agree as follows:
1. Included within EVEREN's obligations under Section 3.3(a)(ii) of the
JVA to "include the Mentor Funds... in its `preferred' or `focus group' list of
mutual funds... with a status that reflects ... EVEREN's proprietary interest in
the Venture" is the obligation to develop and sponsor as initial marketing
program relative to the Mentor Funds that includes at least the following:
(a) a series of complimentary due diligence/information
meetings to be held in late 1996 in at least six
separate locations at which EVEREN Securities
registered representatives will have the opportunity
to attend presentations describing Mentor, its asset
management services and related matters;
(b) an incentive program regarding purchases by EVEREN
Clients of Mentor Fund Class A shares at net asset
value and without any sales charge with the
redemption proceeds received within the proceeding 90
days from the sale of any non-Mentor open-end mutual
fund (an "NAV Transaction") pursuant to which, during
at least the period November 1, 1996 through October
31, 1997, EVEREN will cause to be credited to the
gross production of the selling registered
representative an aggregate 2% of the value of each
NAV Transaction, the first 1% creditable at
approximately the date of sale and the second 1% not
later than February 1998; and
(c) a second complimentary the diligence/information
meeting to be held at a quality United States
resort/conference center not later than Summer, 1997
to which any EVEREN Securities retail
registered representative whose EVEREN Clients invest
an aggregate $500,000 or more in Mentor Funds during
the period November 1, 1996 through March 31, 1997
will be invited with a guest ($350,000 or more
without a guest).
2. Mentor shall (a) cooperate with respect to the due
diligence/information meetings referred to in Sections 1(a) and (c) above and
(b) reimburse EVEREN for any qualifying registered representatives greater than
300 who actually attend the due diligence/information meeting referred to in
Section 1(c) above at the rate of $2,500 per excess qualifier.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date and year first above written.
MENTOR INVESTMENT GROUP, INC.
By: ________________________________
EVEREN CAPITAL CORPORATION
EVEREN SECURITIES HOLDINGS, INC.
EVEREN SECURITIES, INC.
EVEREN CLEARING CORP.
By: ________________________________
