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EXHIBIT-99(e-2)
SUNSTONE DISTRIBUTION SERVICES, LLC
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
DEALER AGREEMENT FOR THE SALE OF SHARES
OF LEND LEASE FUNDS
Gentlemen:
We have entered into a Distribution Agreement with Lend Lease Funds (the
"Trust"), a business trust registered as a management investment company under
the Investment Company Act of 1940 (the "1940 Act"), in connection with its
initial series, and such other series as may be added to the Trust in the future
(collectively the "Funds"), pursuant to which we have been appointed distributor
of shares of the Funds.
This Dealer Agreement (the "Agreement") has been adopted pursuant to Rule 12b-1
under the 1940 Act by the Trust on behalf of the Funds under Plans of
Distribution (the "Plan") adopted pursuant to said Rule. This Agreement, being
made between Sunstone Distribution Services, LLC (the "Distributor") and the
undersigned authorized dealer, relates to the services to be provided by the
authorized dealer and for which it is entitled to receive payments pursuant to
the Plan.
1. To the extent that you provide distribution assistance and/or account
maintenance and personal services in accordance with the Plan and applicable
rules of the National Association of Securities Dealers, Inc. (the "NASD") to
those of your customers who may from time to time directly or beneficially own
shares of the Funds, you shall be entitled to a fee periodically pursuant to
this Agreement.
2. The fee paid with respect to each applicable Fund will be computed daily and
paid quarterly at an annual rate of up to ___% of the average net asset value of
the shares of such Fund purchased or acquired by your firm as nominee for your
customers, or are owned by those customers of your firm whose records, as
maintained by the Fund or its transfer agent, designate your firm as the
customers' dealer of record or holder of record (the "Subject Shares"). For
purposes of determining the fees payable under this Agreement, the average daily
net asset value of the Subject Shares will be computed in the manner specified
in the Funds' Registration Statement ("Registration Statement") (as the same is
in effect from time to time) in connection with the computation of the net asset
value of shares for purposes of purchases and redemptions.
3. The total of the fees calculated for each respective Fund for any period
with respect to which such calculations are made will be paid within 45 days
after the close of such period. We reserve the right at any time to impose
minimum fee payment requirements before any periodic payments will be made to
you hereunder. In the event payment due for a period is less than $10.00, such
payment may not be made but will be included with the next scheduled payment
when the aggregate due exceeds $10.00.
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4. You shall promptly furnish us and the Funds with such information as shall
reasonably be requested either by the Trustees of the Funds or by us with
respect to the services provided and the fees paid to you pursuant to this
Agreement, including but not limited to blue sky sales reports. We shall furnish
the Trustees of the Funds, for their review on a quarterly basis, a written
report of the amounts expended under the Plan by us and the purposes for which
such expenditures were made.
5. Orders shall be placed either directly with the Funds' Transfer Agent in
accordance with such procedures as may be established by us or the Transfer
Agent, or with the Transfer Agent through the facilities of the National
Securities Clearing Corporation ("NSCC"), if available, in accordance with the
rules of the NSCC. In addition, all orders are subject to acceptance or
rejection by the Distributor or the relevant Fund in the sole discretion of
either. Purchase orders shall be subject to receipt by the Trust's Transfer
Agent of all required documents in proper form and to the minimum initial and
subsequent purchase requirements set forth in the Registration Statement.
6. Settlement of transactions shall be in accordance with such procedures as
may be established by us, the Transfer Agent or, if applicable, the rules of the
NSCC. If payment is not so received, we and the Funds reserve the right
forthwith to cancel the sale, or at the option of us or the Funds to sell the
Shares at the then prevailing net asset value, in which in either case you agree
to be responsible for any loss resulting to the Funds and/or to us from your
failure to make payments as aforesaid.
7. You shall be allowed the concessions from the public offering price, if any,
as set forth in the then current prospectus of the Funds. Unless at the time of
transmitting an order you advise the Fund and its Transfer Agent to the
contrary, a Fund may consider an order for its shares to be the total holding of
an investor and assume that the investor is not entitled to any reduction in
sales price beyond that accorded to the amount of the purchase as determined by
the schedule set forth in the then current prospectus of the Funds.
8. If any shares sold to you are redeemed by the Funds or repurchased for the
account of the Fund or are tendered to the Funds for redemption or repurchase
within seven business days after the date of confirmation to you of your
original purchase order for said Shares, you agree to pay forthwith to us the
full amount of any dealer concession allowed or commission paid to you on the
original sale, and we agree to pay the amount of any such dealer concession to
the Fund when received by us. Alternatively, we may, in our discretion, withhold
payment to you of such shares.
9. For all purposes of this Agreement you will be deemed to be an independent
contractor and neither you nor any of your employees or agents shall have any
authority to act in any matter or in any respect as agent for the Funds or for
the Distributor. Neither you nor any of your employees or agents are authorized
to make any representation concerning shares of the Funds except those contained
in the then current Prospectus and Statement of Additional Information for the
Funds, as amended or supplemented, or in such financial and other statements
which may be furnished to you, or as may properly be included in sales
literature or advertisements in accordance with the provisions of the Securities
Act of 1933 (the "1933 Act"), the 1940 Act and applicable rules of the NASD. By
your written acceptance of this Agreement, you agree to and do release,
indemnify and hold us and the Funds and their trustees, officers, employees and
agents harmless from and against any and all liabilities, losses, claims,
demands, charges, costs and expenses (including reasonable attorneys fees)
resulting from requests, directions, actions or inactions of or by you or your
officers, employees or agents or the purchase, redemption, transfer or
registration of shares of the Funds (or orders relating to the same) by you or
your clients, or from your breach of any of the terms of this agreement. In the
event we or the Funds
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determine to refund any amount paid by an investor by reason of any such
violation, you shall return to us or the funds any commission previously paid or
discounts allowed with respect to the transaction for which the refund is made.
Notwithstanding anything herein to the contrary, the foregoing indemnity and
hold harmless agreement shall indefinitely survive the termination of this
Agreement.
10. We may enter into other similar agreements with any other person without
your consent.
11. You represent that you are a member of the NASD and agree to maintain
membership in the NASD. You agree to abide by all the rules and regulations of
the Securities and Exchange Commission and the NASD which are binding upon
underwriters and dealers in the distribution of the securities of open-end
investment companies, including without limitation, Section 2830 of the NASD
Conduct Rules, all of which are incorporated herein as if set forth in full. You
shall comply with all applicable laws including state and Federal laws and the
rules and regulations of authorized regulatory agencies. You will not sell or
offer for sale shares of any Fund in any state or jurisdiction where (i) you are
not qualified to do so or (ii) the shares are not qualified for sale, including
under the Blue Sky laws and regulations for such state, except for jurisdictions
in which they are exempt from qualification. You agree to notify us immediately
if your license or registration to act as a broker-dealer is revoked or
suspended by any Federal, self-regulatory or state agency. We do not assume any
responsibility in connection with your registration under the laws of the
various states or jurisdictions or under federal law or your qualification under
any applicable law or regulation to offer or sell shares.
12. You agree to maintain all records required by law relating to transactions
involving the shares, and upon the request of us, or the Trust, promptly make
such of these records available to us or the Trust's administrator as are
requested. In addition you hereby agree to establish appropriate procedures and
reporting forms and/or mechanisms and schedules in conjunction with us and the
Trust's administrator, to enable the Trust to identify the location, type of,
and sales to all accounts opened and maintained by your customers or by you on
behalf of your customers.
13. This Agreement may be terminated with respect to any Fund at any time
without payment of any penalty, upon notice to the other party, by the
Distributor or the vote of a majority of the Trustees of such Fund who are not
interested persons of that Fund (the "Independent Trustees") or by a vote of a
majority of the Fund's outstanding shares. It will be terminated, without
notice, by any act which terminates either the Distribution Agreement with us or
Distribution Plan, upon your expulsion or suspension from the NASD, and in any
event, shall terminate automatically in the event of its assignment as that term
is defined in the 1940 Act. We may in our sole discretion modify or amend this
Agreement upon written notice to you of such modification or amendment, which
shall be effective on the date stated in such notice.
14. The provisions of the Distribution Agreement, insofar as they relate to our
obligations and the payment of fees hereunder, are incorporated herein by
reference. This Agreement shall become effective upon acceptance and execution
by us. Unless sooner terminated as provided herein, this Agreement shall
continue in full force and effect as long as the continuance of the applicable
Plan of Distribution and this related Agreement are approved at least annually
by a vote of the Trustees, including a majority of the Trustees who are not
interested persons of the Trust and have no direct or indirect financial
interest in the operation of the Plan of Distribution or any agreements related
to the Plan of Distribution, cast in person at a meeting called for the purpose
of voting thereon. All communications to us should be sent to the address shown
on the first page of this Agreement. Any notice to you shall be duly given if
mailed or telegraphed to you at the address specified by you below.
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15. You will not use the name of the Trust or any Fund 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 communications permitted by Sections, 1, 5, 6 and 12
hereof or which is required by the Securities and Exchange Commission or any
other appropriate regulatory, governmental or judicial authority provided,
further, that in no event shall such approval be unreasonably withheld or
delayed.
16. This Agreement shall be construed in accordance with the laws of the State
of Wisconsin, excluding the laws on conflicts of laws.
-------------------------------------- SUNSTONE DISTRIBUTION SERVICES, LLC
Name of Dealer (Please Print or Type)* 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
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Address of Dealer
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By: By:
--------------------------------- ---------------------------------
Authorized Officer Authorized Officer
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Print Name Print Name
Date: Date:
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Phone:
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*NOTE: Please sign and return both copies of this Agreement to Sunstone
Distribution Services, LLC, Attention . Upon acceptance, one
countersigned copy will be returned to you for your files.
