Exhibit 10(2)
BELMAR REALTY CORPORATION
MANAGEMENT AGREEMENT
AGREEMENT, dated as of March 10, 2000, between Belmar Realty Corporation, a
Delaware corporation ("BRC"), and Boston Management and Research, a
Massachusetts business trust (the "Manager"). Unless otherwise defined,
capitalized terms shall have the meanings ascribed to them in the private
placement memorandum of Belmar Capital Fund LLC (the "Fund"), as amended or
supplemented.
1. Duties of the Manager. BRC, pursuant to its Certificate of Incorporation
(the "Charter"), hereby employs the Manager to manage the investment and
reinvestment of the assets of BRC and to administer its affairs for the period
and on the terms set forth in this Agreement.
The Manager hereby accepts such employment, and undertakes to afford to BRC
the advice and assistance of the Manager's organization in the choice of
investments and in the acquisition and disposition of Real Estate Assets (as
such term is defined in the Fund's Limited Liability Company Agreement (the "LLC
Agreement")) for BRC and to furnish for the use of BRC office space and all
necessary office facilities, equipment and personnel for servicing the
investments of BRC and for administering its affairs and to pay the salaries and
compensation of the directors, officers and employees of BRC who are members of
the ▇▇▇▇▇ ▇▇▇▇▇ organization.
The Manager shall evaluate and select those Real Estate Assets which it
considers appropriate for investment by BRC in accordance with the Fund's
private placement memorandum. The Manager shall provide BRC with such research,
management and supervision as BRC may from time to time consider necessary for
the proper supervision of BRC. As manager of BRC, the Manager shall furnish
continuously an investment program and shall determine from time to time what
Real Estate Assets and other investments shall be acquired, disposed of or
exchanged and what portion of BRC's assets shall be held uninvested, subject
always to any applicable restrictions of the Charter of BRC, as from time to
time amended. The Manager shall take, on behalf of BRC, all actions which it
deems necessary or desirable to implement the investment policies of BRC and
those investment policies of the Fund relating to Qualifying Assets.
The Manager shall find, evaluate, structure and monitor Real Estate Assets
to be acquired by BRC. The Manager shall make all decisions regarding BRC's Real
Estate Assets and other investments subject always to any applicable
restrictions of the Charter of BRC, as from time to time amended. The Manager
shall value all non-cash assets of BRC in accordance with the by-laws of BRC, as
from time to time amended, and any resolutions of the directors of BRC. The
value of BRC's Real Estate Assets will be determined in good faith by the
Manager, after consideration of all relevant factors, data and information,
including, with respect to the Real Estate Assets that are preferred equity
interests in operating partnerships affiliated with publicly-traded companies,
information from dealers and similar firms with knowledge of such issues, and
the prices of comparable preferred equity securities and other fixed or
adjustable rate instruments having similar investment characteristics. The
Manager shall also provide such other administrative services as BRC may request
from time to time, including without limitation the computation of
distributions, the preparation of performance data and financial information,
the preparation of reports and other communications to Shareholders of the Fund
and stockholders of BRC, the monitoring of compliance by BRC with tax and
regulatory requirements, and the monitoring of compliance by BRC with the Fund's
credit facility, investment objective and investment restrictions.
2. Compensation of the Manager. For the services, payments and facilities
to be furnished hereunder by the Manager, the Manager shall be entitled to
receive from BRC in respect of each month a monthly management fee at the rate
of 1/20th of 1% of the average daily gross assets of BRC. The gross assets on
any day means the current value of all assets of BRC without reduction by any
liabilities. Such compensation shall be paid monthly in arrears on the last
business day of each month. The value of BRC's assets shall be computed daily in
accordance with the by-laws of BRC and any resolutions of the directors of BRC.
In case of initiation or termination of this Agreement during any month with
respect to BRC, the fee for that month shall be based on the number of calendar
days during which it is in effect. The Manager may elect to waive all or a
portion of any monthly management fee; in the event of any such waiver, the
amount so waived shall not be due from or payable by BRC under this Agreement
for such month.
3. Allocation of Charges and Expenses. It is understood that BRC will pay
all expenses other than those expressly stated to be payable by the Manager
hereunder, which expenses payable by BRC shall include, without implied
limitation, (i) expenses of maintaining BRC and continuing its existence, (ii)
commissions, fees and other expenses connected with the acquisition, holding and
disposition of Real Estate Assets and other investments, (iii) auditing,
accounting and legal expenses, (iv) taxes, interest and borrowing costs, (v)
governmental fees, (vi) expenses of offering, issue, sale, transfer and
redemption of BRC securities, (vii) expenses under federal and state securities
laws and of preparing and printing private placement (or informational)
memoranda and subscription documents for such purposes and for distributing the
same to investors and donees, (viii) expenses of reports, notices and other
communications to stockholders of BRC, (ix) insurance expenses, (x) fees,
expenses and disbursements of custodians and subcustodians for all services to
BRC (including without limitation safekeeping of funds, Real Estate Assets and
other investments, keeping of books, accounts and records, and calculation of
the value of BRC's assets), (xi) fees, expenses and disbursements of transfer
agents, distribution disbursing agents, investor servicing agents and registrars
for all services to BRC, (xii) expenses for servicing the accounts of
stockholders of BRC, (xiii) compensation of the Manager, (xiv) expenses of
soliciting stockholder consents and holding meetings of stockholders, (xv) the
commissions, fees, costs and expenses stated to be paid or reimbursed by BRC in
BRC's private placement (or informational) memorandum as supplemented from time
to time, and (xvi) such non-recurring items as may arise, including expenses
incurred in connection with litigation, proceedings and claims and the
obligation of BRC to indemnify persons pursuant to the Charter or by-laws of BRC
or other contractual arrangements.
4. Limitation of Liability of the Manager. The services of the Manager to
BRC are not to be deemed to be exclusive, the Manager being free to render
services to others and engage in other business activities. BRC acknowledges
that the Manager and its officers, employees, trustee, associates and affiliates
are entitled to the limitation of liability to the Fund and the Shareholders of
the Fund and the indemnification from the Fund conferred upon them by the
Limited Liability Company Agreement of the Fund. BRC agrees that the Manager and
its officers, employees, trustee, associates and affiliates are entitled to the
same limitation of liability to BRC and the stockholders of BRC and the same
indemnification of BRC which has been conferred upon the directors and officers
of BRC by the Charter and by-laws of BRC. The Manager shall not be liable for
losses sustained in the acquisition, holding or disposition of any Real Estate
Asset or other investment.
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5. Duration and Amendment. This Agreement shall continue indefinitely
unless terminated or amended by BRC.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
BELMAR REALTY CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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its Executive Vice President
BOSTON MANAGEMENT AND RESEARCH
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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its Vice President