Exhibit 1.1
BOSTON CAPITAL REAL ESTATE INVESTMENT TRUST, INC.
Up to 105,000,000 Shares of Common Stock/$1,050,000,000
DEALER-MANAGER AGREEMENT
June 22, 2005
Amended and Restated as of June 23, 2005
Boston Capital Securities, Inc.
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Dear Sirs:
Boston Capital Real Estate Investment Trust, Inc., a Maryland
corporation (the "Company"), is registering with the Securities and Exchange
Commission (the "Commission") for public sale (the "Offering") a maximum of
105,000,000 shares of its Common Stock, $.001 par value per share (the
"Shares"), to be issued and sold for an aggregate purchase price of
$1,050,000,000 (100,000,000 shares to be offered to the public and 5,000,000
shares to be offered pursuant to the Company's dividend reinvestment plan). The
Shares are to be sold for a per share cash purchase price of $10.00, and the
minimum purchase by any one person is 100 shares except as otherwise indicated
in the Prospectus or in any letter or memorandum from the Company to Boston
Capital Securities, Inc. (the "Dealer-Manager").
The Company hereby authorizes and appoints, subject to the terms and
conditions of this Agreement, the Dealer-Manager to organize a group of
soliciting dealers (the "Soliciting Dealers"), consisting of brokers and
dealers, who shall be members in good standing of the National Association of
Securities Dealers, Inc. (the "NASD"), to solicit purchasers of the Shares.
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to the Dealer-Manager that:
(a) The Company has filed with the Commission a Registration
Statement on Form S-11, Registration No. 333-108426 and a related
preliminary prospectus for the registration of the Shares under
the Securities Act of 1933, as amended (the "1933 Act"), and has
filed such amendments thereto and such amended preliminary
prospectuses as may have been required as of the date hereof.
Such registration statement as amended and the amended prospectus
on file with the Commission at the time the registration
statement becomes effective are herein called the "Registration
Statement" and the "Prospectus" respectively, except that (A) if
the Company files a post-effective amendment
to such registration statement, then the term "Registration
Statement" shall, from and after the declaration of the
effectiveness of such post-effective amendment, refer to such
registration statement as amended by such post-effective
amendment, and the term "Prospectus" shall refer to the amended
prospectus then on file with the Commission, and (B) if the
prospectus filed by the Company pursuant to either Rule 424(b) or
(c) of the rules and regulations of the Commission under the 1933
Act (the "Regulations") shall differ from the prospectus on file
at the time the Registration Statement or the most recent
post-effective amendment thereto, if any, shall have become
effective, the term "Prospectus" shall refer to such prospectus
filed pursuant to either Rule 424(b) or (c), as the case may be,
from and after the date on which it shall have been filed. The
Commission has not issued any order preventing or suspending the
use of any preliminary prospectus or the Prospectus.
(b) The Company at the Offering's closing date (or at each of its
closing dates if the Offering shall have more than one closing)
will be duly organized and legally existing as a corporation
pursuant to the laws of the State of Maryland with full power and
authority to conduct business as described in the Prospectus; the
Company has the power and authority to enter into and perform
this Agreement; the execution and delivery of this Agreement by
the Company has been duly and validly authorized by all necessary
action; the execution and delivery of this Agreement, the
fulfillment of its terms and consummation of the transactions
contemplated hereunder do not and will not conflict with or
constitute a breach or default under any other agreement,
indenture or instrument by which the Company is bound, or any
law, regulation or order applicable to the Company or its
respective properties; this Agreement constitutes the valid and
binding agreement of the Company, enforceable against it in
accordance with its terms.
(c) At the time the Registration Statement initially becomes
effective and at the time that any post-effective amendment
thereto becomes effective, the Registration Statement and the
Prospectus, and at each closing date the Prospectus, will comply
with the provisions of the 1933 Act and the Regulations; at the
time the Registration Statement initially becomes effective and
at the time that any post-effective amendment thereto becomes
effective the Registration Statement will not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading; and at the time the Registration
Statement or an amendment thereto becomes effective, and the
Prospectus at each closing date, will not contain an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made,
not misleading; provided, however, that the representations and
warranties in this paragraph shall not apply to statements in or
omissions from the Registration Statement or the Prospectus made
in reliance upon and in conformity with information furnished to
the Company in writing by the Dealer-Manager expressly for use in
the Registration Statement or the Prospectus. Every contract or
other document
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required by the 1933 Act or the Regulations to be filed as an
exhibit to the Registration Statement has been so filed.
(d) Any supplemental sales literature or advertisement, regardless of
how labeled or described, used in addition to the Prospectus in
connection with the Offering which is furnished or approved by
the Company ("Authorized Sales Literature") shall, to the extent
required, be filed with and approved by the appropriate
securities agencies and bodies.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE DEALER-MANAGER.
The Dealer-Manager hereby represents, warrants and agrees with the
Company that:
(a) Solicitation and other activities by the Dealer-Manager hereunder
shall be undertaken only in accordance with this Agreement, the
1933 Act, the Securities Exchange Act of 1934, as amended (the
"1934 Act"), and the applicable rules and regulations of the
Commission and any other applicable securities or blue sky laws
and regulations. The Dealer-Manager agrees that through the
termination date of the Offering indicated in the Prospectus (the
"Termination Date") it will not use or authorize the use of any
solicitation material other than the Prospectus and Authorized
Sales Literature.
(b) The Dealer-Manager is a broker-dealer registered with the
Commission and with each state in which it intends to make an
offer (but not necessarily in each state in which a Soliciting
Dealer may make an offer); it is, and will remain until the
Termination Date, a member in good standing of the NASD and
agrees to comply with the provisions and applicable rules and
regulations relating to the suitability of investors, including,
without limitation, the provisions of Article III.C of the
Statement of Policy Regarding Real Estate Investment Trusts of
the North American Securities Administrators Association, Inc.
(the "NASAA Guidelines"); and each sales representative of the
Dealer-Manager making offers or sales of Shares is properly
licensed in each such jurisdiction where he intends to so act.
The Dealer-Manager acknowledges that it has reviewed the
Prospectus and Authorized Sales Literature and has determined
that the suitability standards are fully disclosed and are
consistent with the NASAA Guidelines. In recommending to a
potential investor the purchase, sale or transfer of Shares the
Dealer-Manager shall:
(i) have reasonable grounds to believe, on the basis of
information obtained from the investor concerning his
investment objectives, other investments, financial
situation and needs, and any other information known by the
Dealer-Manager or an associated person, that:
(A) the investor has a fair market net worth sufficient
to sustain the risks inherent in an investment in the
Company, including loss of investment and lack of
liquidity; and
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(B) the Company is otherwise suitable for the investor;
and
(ii) will maintain in its files documents disclosing the
basis upon which the determination of suitability was
reached as to each investor.
The Dealer-Manager hereby represents that it will communicate to
each of its sales agents, representatives and other appropriate
persons associated with it the above-referenced suitability
standards, and the Dealer-Manager shall require each Soliciting
Dealer that it may engage to acknowledge compliance with the
NASAA Guidelines. Furthermore, the Dealer-Manager shall not
execute any transaction in the Company in a discretionary account
without prior written approval of the transaction by the
potential investor.
(c) The Dealer-Manager shall provide a copy of the Prospectus to each
prospective investor to whom the Dealer-Manager shall directly
effect a sale of Shares at the time of such sale of Shares to
such prospective investor. It shall not, in connection with the
offer and sale of Shares, give any information or make
representations, nor shall it authorize others to give any
information or make representations, other than such information
and representations as are contained in the Prospectus or in any
Authorized Sales Literature.
(d) Each Soliciting Dealer engaged by the Dealer-Manager will be a
broker-dealer registered with the Commission and with each state
in which it intends to make an offer, will be a member in good
standing of the NASD and will agree to comply with the NASAA
Guidelines, and each sales representative employed by a
Soliciting Dealer who makes offers or sales of Shares will be
properly licensed to sell securities in the jurisdictions where
such representative makes offers or sales.
(e) The Dealer-Manager will promptly deliver to the Company any
subscription documents received by it and will promptly deliver
all checks executed by or delivered on behalf of prospective
investors to Boston Private Bank & Trust Company (the "Escrow
Agent") for deposit in the escrow account in accordance with
Section 8 hereof.
(f) Prior to participating in the offer and sale of the Shares, the
Dealer-Manager shall have reviewed the Prospectus and will have
reasonable grounds to believe that all material facts are
adequately and accurately disclosed and provide a basis for
evaluating the Company. In determining the adequacy of the
disclosed facts, the Dealer-Manager shall obtain written
information on material facts relating at a minimum to the
following, if relevant in view of the nature of the Offering:
(i) items of compensation;
(ii) physical properties;
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(iii) tax aspects;
(iv) the Company's conflicts and risk factors; and
(v) appraisals and other pertinent reports.
Prior to executing a purchase transaction in the Company, the
Dealer-Manager or a person associated with it shall inform the
prospective investor of all pertinent facts relating to the
liquidity and marketability of an investment in the Shares.
(g) The Dealer-Manager represents that it has not engaged, and agrees
that it will not engage, in any activity with respect to the
Shares in violation of the 1934 Act, including Rule 10b-6
thereunder.
(h) Neither the Dealer-Manager nor any other person is authorized by
the Company to give any information or make any representations
in connection with this Agreement or the Offering other than
those contained in the Prospectus and any Authorized Sales
Literature furnished to the Dealer-Manager or authorized for use
by the Company. Without limiting the generality of the foregoing,
the Dealer-Manager will not publish, circulate or otherwise use
any other advertisement or solicitation material without the
prior written approval of the Company.
(i) The Dealer-Manager will require that each of the Soliciting
Dealers retained by it enter into a soliciting dealer agreement
similar in form to the one attached hereto as Exhibit A (a
"Soliciting Dealer Agreement").
(j) On becoming a Soliciting Dealer and in soliciting purchasers of
the Shares, the Dealer-Manager agrees to comply with the terms
and conditions imposed on the Soliciting Dealers pursuant to the
Soliciting Dealer Agreement.
(k) The blue sky survey for the Company indicates or will indicate
the jurisdictions where it is believed that offers and sales of
the Shares may be made under the applicable state securities laws
and regulations. In effecting offers or sales in a jurisdiction,
the Dealer-Manager will comply with all special conditions and
limitations imposed by such jurisdiction, as set forth in the
blue sky survey for the Company. If the blue sky survey for the
Company is not enclosed herewith, it will be made available to
the Dealer-Manager at a later date. In no circumstances will the
Dealer-Manager engage in any activities as a Soliciting Dealer
hereunder in any jurisdiction (a) which is not listed in the blue
sky survey as a jurisdiction where offers and sales of Shares may
be made under the blue sky or securities laws of such
jurisdiction or (b) in which the Dealer-Manager may not lawfully
so engage. The blue sky survey shall not be considered Authorized
Sales Literature.
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SECTION 3. COMPENSATION OF DEALER-MANAGER.
(a) Except as provided in the "Selling and Escrow Arrangements"
section of the Prospectus, as compensation for the securities of
the Dealer-Manager hereunder, the Company will pay to the
Dealer-Manager a selling commission of seven per cent (7%) of the
gross proceeds of the Shares sold and a dealer-manager fee in the
amount of two per cent (2.0%) of the gross proceeds of the Shares
sold.
(b) The Dealer-Manager may re-allow all or any part of the selling
commission and up to one and one half percent (1.5%) of the
dealer-manager fee for which the Dealer-Manager was reimbursed by
the Company in respect of the Shares in the Company sold by such
Soliciting Dealer.
(c) No subscription shall be effective unless and until the
subscription payment is accepted by the Company, and the Company
reserves the right in its sole discretion to reject any
subscription payment submitted. In the event that a sale of
Shares for which one of the Soliciting Dealers engaged by the
Dealer-Manager has solicited a subscription shall not occur, for
whatever reason, no dealer-manager fee or selling commission with
respect to such Shares shall be paid to the Dealer-Manager or
such Soliciting Dealer.
SECTION 4. MUTUAL COVENANTS.
In the event that any party hereto shall learn of any circumstances or
facts, the existence of which causes such party to believe that such
circumstances or facts (i) render the Prospectus inaccurate or misleading as to
any material facts or (ii) should otherwise be disclosed in a supplement or
amendment to the Prospectus or any Authorized Sales Literature, such party will
promptly bring such circumstances or facts to the attention of each party
hereto. If, in the opinion of any party hereto or of counsel for any party
hereto, such circumstances or facts should be set forth in an amendment or
supplement to the Prospectus or to any Authorized Sales Literature, the Company
shall cause such amendment or supplement to be prepared promptly and shall make
available to the Dealer-Manager sufficient copies thereof for its own use and/or
distribution to the Soliciting Dealers.
SECTION 5. TERMINATION.
This Agreement may be terminated by written or telegraphic notice to
the Dealer-Manager from the Company, or upon the expiration or termination of
the Offering; provided, however, that such termination shall not relieve the
Company of the obligation to pay when due all fees payable to the Dealer-Manager
hereunder or the obligations of any of the parties hereto referred to under
Section 7 hereof.
SECTION 6. LIABILITY OF PARTIES.
Nothing herein contained shall constitute the Dealer-Manager, the
Soliciting Dealers and the Company as an association, partnership,
unincorporated business or other
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separate entity, nor shall anything herein contained render the Company liable
for the obligations of any of the Soliciting Dealers. The Company shall not be
under any liability to any Soliciting Dealer or any other person for any act or
omission or any matter connected with this Agreement or the Company, except for
obligations expressly assumed by an association, partnership, unincorporated
business or other separate entity in this Agreement.
SECTION 7. INDEMNIFICATION.
(a) The Company will indemnify and hold harmless the Dealer-Manager
and each Soliciting Dealer from and against any and all losses,
claims, damages or liabilities, joint or several, to which the
Dealer-Manager and any Soliciting Dealer may become subject,
under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out
of or are based upon a breach or alleged breach by the Company of
any of its representations and warranties or upon an untrue
statement or alleged untrue statement of a material fact
contained in any preliminary prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading; and the Company will reimburse the Dealer-Manager and
each such Soliciting Dealer for any legal or other expenses
(including, but not limited to, reasonable attorneys' fees)
reasonably incurred by the Dealer-Manager and such Soliciting
Dealer in connection with investigating or defending any such
claim or action instituted against the Dealer-Manager or any such
Soliciting Dealer, whether or not resulting in any liability.
The indemnity agreement in this Section 7(a) will be in addition
to any liability which the Company may otherwise have and shall
extend upon the same terms and conditions to each person, if any,
who controls the Dealer-Manager and any Soliciting Dealer within
the meaning of the 1933 Act or 1934 Act, or is a registered
representative of such Dealer-Manager or Soliciting Dealer.
(b) The Dealer-Manager and each Soliciting Dealer will indemnify and
hold harmless the Company from and against any and all losses,
claims, damages or liabilities to which the Company may become
subject insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
(i) the failure or alleged failure by the Dealer-Manager and/or
such Soliciting Dealer to perform fully and to act in compliance
with the provisions of this Agreement or the Soliciting Dealer
Agreement, or (ii) any untrue statement or alleged untrue
statement of any material fact made by the Dealer-Manager or such
Soliciting Dealer to any offeree or purchaser of any of Shares
(other than any statement contained in the Prospectus or any
Authorized Sales Literature, or any amendment or supplement
thereto), or (iii) any omission or alleged omission by the
Dealer-Manager or such Soliciting Dealer to state to any offeree
or purchaser of any Shares a material fact
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necessary in order to make the statements made to such offeree or
purchaser not misleading in light of the circumstances under
which they were made (other than any such material fact omitted
from the Prospectus, or any amendment or supplement thereto), and
will reimburse any legal or other expenses (including, but not
limited to, reasonable attorneys' fees) reasonably incurred by
the Company in connection with investigating or defending any
such claim or action, whether or not resulting in any liability.
The indemnity agreement in this Section 7(b) will be in addition
to any liability which the Dealer-Manager and/or such Soliciting
Dealer may otherwise have and shall extend upon the same terms
and conditions to each person signing the Registration Statement
on behalf of the Company and each person, if any, who controls
the Company within the meaning of the 1933 Act or the 1934 Act.
(c) No person shall be liable under the indemnity agreements
contained under Sections 7(a) and (b) hereof unless the person
requesting indemnification shall have notified such indemnifying
party within ten (10) business days after the summons or other
first legal process giving notice of the nature of the claim
shall have been served upon the indemnified party, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve him or it from any liability which he or it may have to
any indemnified party otherwise than under this Section 7. In
case any such action is brought against any indemnified party and
he or it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate
therein and, to the extent that he or it may wish, jointly with
any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice
from the indemnifying party to such indemnified party of his or
its election so to assume the defense thereof, the indemnifying
party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses, in each case
subsequently incurred by such indemnified party, in connection
with the defense thereof other than reasonable costs of
investigation.
(d) Notwithstanding any of the foregoing provisions of this Section
7, the Company shall in no event provide indemnification of the
Directors, Advisors or Affiliates and any person acting as a
broker-dealer for the Company for any liability or loss suffered
by such Directors, Advisors or Affiliates and any person acting
as a broker-dealer, nor shall it provide that such Directors,
Advisors or Affiliates and any person acting as a broker-dealer
be held harmless for any loss or liability suffered by the
Company, nor shall it provide any contribution to such persons
unless all of the following conditions are met:
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(a) The Indemnitee has determined, in good faith, that the
course of conduct which caused the loss or liability was in
the best interests of the Company;
(b) the Indemnitee was acting on behalf of, or performing
services for, the Company;
(c) such liability or loans was not the result of (i)
negligence or misconduct by an Indemnitee, excluding the
Independent Directors, or (ii) the result of gross negligence
or willful misconduct by an Indemnitee who is an Independent
Director.
(d) Any indemnification or agreement to hold harmless may be
paid only out of the net assets of the Company, and not from
the Company's shareholders.
Notwithstanding anything to the contrary contained in this
agreement or in Section II.G of the NASAA Statement of Policy
regarding REITs, the Company shall not provide indemnification to
the Directors, Advisors or Affiliates and any persons acting as a
broker-dealer for any loss, liability or expense arising from or
out of an alleged violation of federal or state securities laws
by such party unless one or more of the following conditions are
met:
(a) there has been a successful adjudication on the merits
of each count involving alleged securities law violations as
to the Indemnitee,
(b) such claims have been dismissed with prejudice on the
merits by a court of competent jurisdiction as to a particular
Indemnitee; or
(c) a court of competent jurisdiction approves a settlement
of the claims against a particular Indemnitee and finds that
indemnification of the settlement and the related costs should
be made, and the court considering the request for
indemnification has been advised of the position of the
Securities and Exchange Commission and of the published
position of any state securities regulatory authority in which
securities of the Company were offered or sold as to
indemnification for violations of securities laws.
(e) If the right to indemnification from the Company, the
Dealer-Manager and the Soliciting Dealers (collectively the
"Indemnifying Parties" and individually, the "Indemnifying
Party") provided for in the terms and conditions set forth in
paragraphs (a), (b), (c) or (d) of this Section 7 would by its
terms be available to a person hereunder (an "Indemnified
Party"), but is held to be unavailable by a court of competent
jurisdiction for any reason other than because the terms and
conditions of such indemnification provisions do not permit
indemnification of such person (for example, the payment of a
portion of an indemnification award cannot be made due to the
insolvency of an Indemnifying Party or inability of an
Indemnifying Party to pay its share of the indemnification award,
or the lack of jurisdiction over an Indemnifying
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Party), then the other remaining Indemnifying Parties or
Indemnifying Party shall contribute to the aggregate of such
losses, claims, damages and liabilities as are permitted to be
indemnified by the terms and conditions of those paragraphs (a),
(b), (c) or (d) of this Section 7 (including, but not limited to,
any investigation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any claim,
action, suit or proceeding) in the ratio in which the proceeds of
the Offering of Shares have been actually received by each such
Indemnifying Party. For purposes of the preceding sentence,
proceeds of the Offering paid to an Indemnifying Party hereunder
and subsequently paid to another Indemnifying Party or
Indemnifying Parties pursuant to this Agreement or otherwise,
shall be deemed received by the last of such Indemnifying Parties
to whom or to which such proceeds were paid. However, the right
of contribution described in the preceding sentences is subject
to the following limitations:
(i) In no case shall any Indemnifying Party and the persons
who control such Indemnifying Party within the meaning
of applicable state and federal securities laws be
required to contribute any amount in excess of the
aggregate Offering proceeds actually received by it and
them (determined as described above); and
(ii) No person guilty of fraudulent misrepresentation within
the meaning of Section 11(f) of the 1933 Act shall be
entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
Any Indemnified Party entitled to contribution will, promptly
after receipt of such notice of commencement of any action, suit,
proceeding or claim against him or it in respect of which a claim
for contribution may be made against another Indemnifying Party
or Indemnifying Parties, notify such other Indemnifying Party or
Indemnifying Parties. Failure to so notify such other
Indemnifying Party or Indemnifying Parties shall not relieve such
other Indemnifying Party or Indemnifying Parties from any other
obligation it or they may have hereunder or otherwise. If such
other Indemnifying Party or Indemnifying Parties are so notified,
such other Indemnifying Party or Indemnifying Parties shall be
entitled to participate in the defense of such action, suit,
proceeding or claim at its or their own expense or in accordance
with arrangements satisfactory to all parties who may be required
to contribute. After notice from such other Indemnifying Party or
Indemnifying Parties to the Indemnified Party entitled to
contribution of its or their election to assume its or their own
defense, the Indemnifying Party or Indemnifying Parties so
electing shall not be liable for any legal or other expenses of
litigation subsequently incurred by the Indemnified Party
entitled to contribution in connection with the defense thereof,
other than the reasonable costs of investigation. No person shall
be required to contribute with respect to any action or claim
settled without his or its consent.
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SECTION 8. TRANSFER OF FUNDS.
The Dealer-Manager shall either directly, or through each Soliciting
Dealer, instruct subscribers to make their checks payable to Boston Private Bank
& Trust Company Escrow Account. If the Dealer-Manager receives a check not
conforming to the foregoing instructions it shall return such check directly to
such subscriber not later than the end of the next business day following its
receipt. Checks received by the Dealer-Manager which conform to the foregoing
instructions shall be transmitted for deposit by the Dealer-Manager as soon as
practicable to the Escrow Agent, but in any event by noon of the second business
day following receipt by the Dealer-Manager.
SECTION 9. NOTICES.
Any notice hereunder shall be in writing or by telegram and if to the
Dealer-Manager shall be deemed to have been duly given if delivered or sent to
the Dealer-Manager at the address to which this letter is addressed, and if to
the Company, if delivered or sent to it c/o Boston Capital Corporation at ▇▇▇
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SECTION 10. PARTIES IN INTEREST.
The Agreement herein set forth is intended solely for the benefit of
the Dealer-Manager, each Soliciting Dealer and the Company (and, to the extent
provided in Section 7 hereof certain parties associated therewith), and their
respective successors and assigns, and no other person shall acquire or have any
right by virtue of this Agreement, and the term "successors and assigns" as used
herein shall not include any subscriber or purchaser, as such, of Shares.
SECTION 11. GOVERNING LAW.
This Agreement shall be governed by and construed and enforced in
accordance with the internal laws of The Commonwealth of Massachusetts.
SECTION 12. AMENDMENT.
This Agreement has been amended and restated as of June 23, 2005 and
may be amended further by an agreement in writing signed by the parties hereto.
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SECTION 13. CONFIRMATION.
Please confirm your agreement to become the Dealer-Manager under the
terms and conditions herein set forth by signing and returning the confirmation
on the enclosed duplicate copy of this letter to us at the above address.
Very truly yours,
BOSTON CAPITAL REAL ESTATE
INVESTMENT TRUST, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
President
Confirmed: BOSTON CAPITAL SECURITIES, INC.
June 30, 2005 By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
President
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