American Real Estate Income Fund Sample Contracts

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of American Real Estate Income Fund (f/k/a ARC Real Estate Income Fund) a Delaware Statutory Trust
Agreement and Declaration • February 14th, 2014 • American Real Estate Income Fund • Delaware

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made this 7th day of January 2014 by the Trustee(s) hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided. This Amended and Restated Agreement and Declaration of Trust amends and restates in its entirety the Agreement and Declaration of Trust of the Trust, dated as of March 22, 2011.

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FORM OF AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT FEBRUARY 10, 2015
Expense Limitation Agreement • July 29th, 2015 • American Real Estate Income Fund • New York

This Amended and Restated Expense Limitation Agreement (this “Agreement”) is by and between SEL Asset Management, LLC (the “Adviser”) and American Real Estate Income Fund (the “Trust”), on behalf of American Real Estate Income Fund, a series portfolio of the Trust (the “Fund”).

FUND SERVICES AGREEMENT between AMERICAN REAL ESTATE INCOME FUND
Fund Services Agreement • February 14th, 2014 • American Real Estate Income Fund • New York

THIS FUND SERVICES AGREEMENT (this “Agreement”) effective as of the 10th day of February 2014, by and between American Real Estate Income Fund, a Delaware statutory trust (the “Trust”), and American National Stock Transfer, LLC, a Delaware limited liability company ("ANST").

FUND SERVICES AGREEMENT between AMERICAN REAL ESTATE INCOME FUND
Fund Services Agreement • February 14th, 2014 • American Real Estate Income Fund • New York

THIS FUND SERVICES AGREEMENT (this “Agreement”) effective as of the __ day of [January] 2014, by and between American Real Estate Income Fund, a Delaware statutory trust (the “Trust”), and RCS Advisory Services, LLC, a Delaware limited liability company ("RCS").

FUND SUB-SERVICES AGREEMENT between RCS ADVISORY SERVICES, LLC
Sub-Services Agreement • February 14th, 2014 • American Real Estate Income Fund • New York
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
And Restated Agreement and Declaration of Trust • August 15th, 2011 • ARC Real Estate Income Fund • Delaware
FUND SUB-SERVICES AGREEMENT between AMERICAN NATIONAL STOCK TRANSFER, LLC
Sub-Services Agreement • February 14th, 2014 • American Real Estate Income Fund • New York

THIS FUND SERVICES AGREEMENT (this “Agreement”) effective as of the 10th day of February 2014, and between AMERICAN NATIONAL STOCK TRANSFER, LLC, a Delaware limited liability company ("ANST") and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 17605 Wright Street, Suite 2, Omaha, Nebraska 68130 (“GFS”).

SHAREHOLDER SERVICING PLAN AND AGREEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Shareholder Servicing Plan and Agreement • February 14th, 2014 • American Real Estate Income Fund

This is a SHAREHOLDER SERVICES AGREEMENT (the “Plan”) made as of February 10, 2014 by and between American Real Estate Income Fund, a Delaware statutory trust (the “Trust”), on half of its series portfolio of the same name (the “Fund”), and Realty Capital Services, LLC, a Delaware limited liability company (the “DISTRIBUTOR”).

American National Stock Transfer, LLC New York, NY 10022 April 29, 2015 Board of Trustees of American Real Estate Income Fund New York, NY 10022 Re: Transfer Agency Fee Waiver Letter Agreement To the Board of Trustees of American Real Estate Income Fund,
American Real Estate Income Fund • July 29th, 2015

With reference to the Fund Services Agreement dated February 10, 2014 for the American Real Estate Income Fund (the “Trust”) entered into by and between the Trust and American National Stock Transfer, LLC (the “Transfer Agent”), we hereby notify you as follows:

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 14th, 2014 • American Real Estate Income Fund • New York

This Investment Advisory Agreement (“Agreement”) is made this 10th day of February 2014 by and between American Real Estate Income Fund, a statutory trust organized and existing under the laws of the state of Delaware (the “Trust”), and SEL Asset Management, LLC (the “Investment Adviser”), a limited liability company organized and existing under the laws of the state of Delaware.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 14th, 2014 • American Real Estate Income Fund • New York

This Investment Sub-Advisory Agreement (this “Agreement”) is made this 10th day of February 2014, by and among SEL Asset Management, LLC, a Delaware limited liability company (the “Adviser”), National Fund Advisors, LLC, a Delaware limited liability company (the “Sub-Adviser), and American Real Estate Income Fund (the “Trust”).

UNDERWRITING AGREEMENT
Underwriting Agreement • February 14th, 2014 • American Real Estate Income Fund • New York

THIS AGREEMENT, made and entered into this 10th day of February, 2014, by and between American Real Estate Income Fund (the “Trust”), a statutory trust organized under the laws of Delaware, and RCS Capital Securities, LLC (“Distributor”), a limited liability company organized under the laws of the State of Delaware.

SUBSCRIPTION AGREEMENT BETWEEN THE FUND AND THE INVESTOR AMERICAN REAL ESTATE INCOME FUND LETTER OF INVESTMENT INTENT
Subscription Agreement • February 14th, 2014 • American Real Estate Income Fund

Effective January 3, 2014, the undersigned (the "Purchaser") hereby subscribes to purchase a beneficial interest ("Interest") in the American Real Estate Income Fund, in the amount of $100,000.00 for 10,000 shares at net asset value of $10.00 per share, in consideration for which the Purchaser agrees to transfer to you upon demand cash in the amount of $100,000.00.

AMERICAN REAL ESTATE INCOME FUND Selected Dealer Agreement
American Real Estate Income Fund • February 14th, 2014 • New York

We, Realty Capital Securities, LLC (“Realty Capital”," we," or "us"), have an agreement (the "Distribution Agreement") with American Real Estate Income Fund (the “Trust”), on behalf of American Real Estate Income Fund (the “Fund”), a series portfolio of the Trust, pursuant to which we act as the principal underwriter and distributor for the sale of shares of the Fund ("Shares"). As such, we have the right to distribute Shares for resale.

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