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EXHIBIT 99.n
LEND LEASE FUNDS
Multiple Class Plan
Pursuant to Rule 18f-3
Introduction
This Plan (the "Plan") was adopted pursuant to Rule 18f-3(d) of the
Investment Company Act of 1940, as amended (the "1940 Act"), effective as of
January 25, 2000, and amended, effective as of June 12, 2000 and September 14,
2000. The Plan relates to shares of the series of Lend Lease Funds (the
"Trust"), a Delaware business trust, listed on Schedule A as amended from time
to time (each such series, a "Fund" and such series collectively, the "Funds").
The Fund is distributed pursuant to a system (the "Multiple Class System") in
which each class of shares (each, a "Class" and collectively, the "Classes") of
a Fund represents a pro rata interest in the same portfolio of investments of
the Fund and differs only to the extent outlined below.
I. Distribution Arrangements
One or more Classes of shares of the Fund are offered for purchase by
investors with the sales load structures described below. Additionally, pursuant
to Rule 12b-1 of the 1940 Act, the Fund has adopted Plans of Distribution (each,
a "12b-1 Plan") under which shares of certain Classes are subject to service
and/or distribution fees ("12b-1 fees") assessed at an annual rate of up to
0.25% of average daily net assets as described below. 12b-1 fees may be used to
reimburse (a) Sunstone Distribution Services, LLC (the "Distributor") and other
broker-dealers for distribution expenses incurred by them specifically on behalf
of the Class or (b) shareholder servicing agents who provide administrative and
other related services to their clients who are Class shareholders.
1. Class A Shares
Class A shares are offered with a front-end sales load ("FESL"). The
schedule of sales charges are applicable to the Class and the circumstances
under which the sales charge is subject to reduction are set forth in the Class'
prospectus. Class A shares may be purchased at net asset value (without a FESL):
(i) in the case of certain purchases of such shares; and (ii) by certain limited
categories of investors, in each case under the circumstances and conditions set
forth in the Class' current prospectus. Class A shares are subject to a 1.00%
redemption fee if shares are redeemed within 12 months of purchase. Class A
shares are subject to payments under the Class' 12b-1 Plan.
2. Class Y Shares
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Class Y shares are offered without imposition of a FESL, redemption fee
or 12b-1 fee for purchases of Fund shares by investors meeting an initial
minimum investment requirement as disclosed in the Class' current prospectus.
3. Class K Shares
Class K shares are offered without imposition of a FESL or redemption
fee for purchases of Fund shares as disclosed in the Class' current prospectus.
Class K Shares are subject to payments under the Class' 12b-1 Plan.
4. Additional Classes of Shares
The Board of Trustees of the Fund has the authority to create
additional Classes, or change existing Classes, from time to time, in accordance
with Rule 18f-3 of the 1940 Act.
II. Expense Allocation
Expenses incurred by the Fund are allocated among the various Classes
as follows:
A. Class Expenses. Expenses relating to different arrangements for
shareholder servicing and the distribution of Shares under a 12b-1 Plan shall be
allocated to and paid by the applicable Class. A Class may pay a different share
of other expenses, not including advisory or custodial fees or other expenses
related to the management of the Fund's assets, if (1) such expenses are
actually incurred in a different amount by that Class, or if the class receives
services of a different kind or to a different degree than other Classes and (2)
the Trust's Board of Trustees has approved such allocation.
B. Other Allocations. All expenses of the Fund not allocated to a
particular Class pursuant to Sections I and IIA of this Plan shall be allocated
to each Class on the basis of the net asset value of that Class in relation to
the net asset value of the Series. Notwithstanding the foregoing, the
underwriter, adviser, or other provider of services to a Series may waive or
reimburse the expenses of a specific Class or Classes to the extent permitted
under Rule 18f-3 under the Act; provided, however, that the Board of Trustees
(the "Board") shall monitor the use of such waivers or reimbursements intended
to differ by Class.
III. Conflicts of Interest
The Board does not believe that the implementation of the Plan will
give rise to any conflicts of interest. The Board will monitor the operation of
the Plan on an ongoing basis for the existence of any material conflicts among
the interests of the holders of the various Classes and will take any action
reasonably necessary to eliminate any such conflicts that may develop.
IV. Board Review
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This Plan has been approved by a majority of the Trustees of the Fund,
including a majority of the Trustees who are not interested persons of the Fund.
The Trustees have found that this Plan, including the expense allocation, is in
the best interests of each Class individually and the Fund as a whole. The
Trustees have made this determination after requesting and reviewing such
information as they deemed reasonably necessary to evaluate this Plan. In making
its determination, the Board focused on, among other things, the relationship
between or among the Classes and examined possible conflicts of interest among
Classes (including those potentially involving cross-subsidization between
Classes) regarding the allocation of expenses, fees, waivers and expense
reimbursements. The Board also evaluated the level of services provided to each
Class and the cost of those services in order to ensure that the services were
appropriate and the allocation of expenses was reasonable. In approving any
subsequent amendments to this Plan, the Board shall focus on and evaluate such
factors as well as any others it deems relevant at the time.
The Board shall review this Plan as frequently as deemed necessary.
Prior to any materials amendment(s) to this Plan, the Fund's Board, including a
majority of the Trustees that are not interested persons of the Fund, shall find
that the Plan, as proposed to be amended (including any proposed amendments to
the method of allocating Class and/or Fund expenses), is in the best interest of
each Class individually and the Fund as a whole. In considering whether to
approve any proposed amendment(s) to the Plan, the Board shall request and
evaluate such information as it considers reasonably necessary to evaluate the
proposed amendment(s) to the Plan. Such information shall address, among other
issues, whether the proposed amendment will result in a cross-subsidization of
one Class by another.
This Plan is intended to conform to Rule 18f-3 of the 1940 Act and any
inconsistencies shall be read to conform with such Rule.
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SCHEDULE A
(As of September 14, 2000)
LEND LEASE FUNDS
Multiple Class Plan Pursuant to Rule 18f-3
1. Lend Lease U.S. Real Estate Securities Fund
2. Lend Lease European Real Estate Securities Fund
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