Exhibit 10(2)
BELROSE REALTY CORPORATION
MANAGEMENT AGREEMENT
AGREEMENT, dated as of March 19, 2002, between Belrose Realty Corporation,
a Delaware corporation ("BRC"), and Boston Management & Research, a
Massachusetts business trust (the "Manager"). Unless otherwise defined,
capitalized terms shall have the meanings ascribed to them in the private
placement memorandum (the "PPM") of Belrose 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 Qualifying
Assets (as described in the Fund's PPM) ("Real Estate Assets") 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 PPM.
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 relevant factors, data and information.
Investments in Real Estate Joint Ventures will generally be stated at estimated
market value based on independent valuations, assuming an orderly disposition of
assets. Detailed investment evaluations, including an appraisal based on the
discounted cash flow method, will be performed annually and reviewed
periodically. The investment evaluations will be performed by real estate
appraisers who are not affiliated with any of the Fund, BRC, the Manager or the
operating partner of the Real Estate Joint Venture. Interim valuations of Real
Estate Joint Venture investments will reflect results of operations and
distributions, and may be adjusted to reflect significant changes in economic
circumstances since the most recent independent evaluation. 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, including BRC's ratable
share of the assets of its controlled subsidiaries, without reduction by any
liabilities. (For this purpose, the assets of BRC's controlled subsidiaries are
reduced by the proportionate interests therein of investors other than BRC.)
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.
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.
5. DURATION AND AMENDMENT. This Agreement shall continue indefinitely
unless terminated or amended by BRC.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
BELROSE REALTY CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
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its Executive Vice President
BOSTON MANAGEMENT & RESEARCH
By: /s/ ▇▇▇▇▇▇▇ ▇. Gemma
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its Vice President