BELAIR REAL ESTATE CORPORATION
MANAGEMENT AGREEMENT
AGREEMENT, dated as of November 23, 1998, between Belair Real Estate
Corporation, a Delaware corporation ("BREC"), 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 Belair Capital Fund LLC (the "Fund"), as amended
or supplemented.
1. Duties of the Manager. BREC, pursuant to its Certificate of
Incorporation (the "Charter"), hereby employs the Manager to manage the
investment and reinvestment of the assets of BREC 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
BREC the advice and assistance of the Adviser's organization in the choice of
investments and in the acquisition and disposition of Real Estate Assets (as
such term is defined in the Operating Agreement of the Fund) for BREC and to
furnish for the use of BREC office space and all necessary office facilities,
equipment and personnel for servicing the investments of BREC and for
administering its affairs and to pay the salaries and compensation of the
directors, officers and employees of BREC who are members of the Eaton Vance
organization. The Manager shall for all purposes herein be deemed to be an
independent contractor and shall, except as otherwise herein expressly provided
or authorized, have no authority to act for or represent BREC in any way or
otherwise be deemed an agent of BREC.
The Manager shall evaluate and select those Real Estate Assets which it
considers appropriate for investment by BREC in accordance with the Fund's
private placement memorandum. The Manager shall provide BREC with such
management and supervision as BREC may from time to time consider necessary for
the proper supervision of BREC. As manager of BREC, 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 BREC's assets shall be held uninvested, subject
always to the applicable restrictions of the Charter of BREC, as from time to
time amended. The Manager shall take, on behalf of BREC, all actions which it
deems necessary or desirable to implement the investment policies of BREC and
those investment policies of the Fund relating to Qualifying Assets.
The Manager shall find, evaluate, structure and monitor the Real Estate
Assets defined in the Fund's Operating Agreement. The Manager shall make all
decisions regarding BREC's Real Estate Assets and other investments subject
always to the applicable restrictions of the Charter of BREC, as from time to
time amended. The Manager shall value all non-cash assets of BREC in accordance
with the by-laws of BREC, as from time to time amended, and any resolutions of
the directors of BREC. The value of BREC'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 real estate investment trusts, 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 BREC 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 BREC, the
monitoring of compliance by BREC with tax and regulatory requirements, and the
monitoring of compliance by the Fund with its 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 BREC in respect of each month a monthly management fee at the rate
of 1/20th of 1% of the average daily gross investment assets of BREC. The gross
investment assets on any day means the value of all assets of BREC minus the sum
of BREC's liabilities other than any BREC liability with respect to the Fund's
Credit Facility. Such compensation shall be paid monthly in arrears on the last
business day of each month. The value of BREC's assets shall be computed daily
in accordance with the by-laws of BREC and any resolutions of the directors of
BREC. In case of initiation or termination of this Agreement during any month
with respect to BREC, 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 BREC will pay
all expenses other than those expressly stated to be payable by the Manager
hereunder, which expenses payable by BREC shall include, without implied
limitation, (i) expenses of maintaining BREC 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, and redemption of
BREC 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 BREC, (ix) insurance expenses, (x) fees,
expenses and disbursements of custodians and subcustodians for all services to
BREC (including without limitation safekeeping of funds, Real Estate Assets and
other investments, keeping of books, accounts and records, and calculation of
the value of BREC's assets), (xi) fees, expenses and disbursements of transfer
agents, distribution disbursing agents, investor servicing agents and registrars
for all services to BREC, (xii) expenses for servicing the accounts of
stockholders of BREC, (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 BREC in
BREC'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 BREC to indemnify persons pursuant to the Charter or by-laws of
BREC or other contractual arrangements.
4. Limitation of Liability of the Manager. The services of the Manager to
BREC are not to be deemed to be exclusive, the Manager being free to render
services to others and engage in other business activities. BREC 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
Operating Agreement of the Fund. BREC further acknowledges that the Manager and
its officers, employees, trustee, associates and affiliates are entitled to the
limitation of liability to BREC and the stockholders of BREC and the
indemnification of BREC conferred upon them by the Charter and by-laws of BREC.
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 BREC.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
BELAIR REAL ESTATE CORPORATION
By: /s/ Thomas E. Faust, Jr.
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its Executive Vice President
BOSTON MANAGEMENT AND RESEARCH
By: /s/ Alan R. Dynner
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its Vice President
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