Exhibit g
AEW REAL ESTATE INCOME FUND
Investment Management Agreement
AGREEMENT made the 11/th/ day of November, 2002, by and between AEW
REAL ESTATE INCOME FUND, a Massachusetts business trust (the "Trust"), and AEW
Management and Advisors, L.P., a Delaware limited partnership (the "Manager").
WITNESSETH:
WHEREAS, the Trust and the Manager wish to enter into an agreement
setting forth the terms upon which the Manager (or certain other parties acting
pursuant to delegation from the Manager) will perform certain services for the
Trust;
NOW, THEREFORE, in consideration of the premises and covenants
hereinafter contained, the parties agree as follows:
1. (a) The Trust hereby employs the Manager to furnish the Trust with
Portfolio Management Services (as defined in Section 2 hereof) and
Administrative Services (as defined in Section 3 hereof), subject to
the authority of the Manager to delegate any or all of its
responsibilities hereunder to other parties as provided in Section 1(b)
hereof. The Manager hereby accepts such employment and agrees, at its
own expense, to furnish such services (either directly or pursuant to
delegation to other parties as permitted by Section 1(b) hereof) and to
assume the obligations herein set forth, for the compensation herein
provided. The Manager shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Trust in any
way or otherwise be deemed an agent of the Trust.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Administrative Services to
one or more other parties (each such party, an "Administrator")
selected by the Manager. Any Administrator may (but need not) be
affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Trust, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and
financial data and information and undertaking such additional
investment research as shall be necessary or advisable for the
management of the investment and reinvestment of the assets belonging
to the Trust in accordance with the Trust's investment objectives and
policies;
(b) taking such steps as are necessary to implement the investment
policies of the Trust by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Trustees of the Trust with
respect to the implementation of the investment policies of the Trust.
3. As used in this Agreement, "Administrative Services" means the
provision to the Trust, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Trust and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing the affairs
of the Trust (exclusive of those related to and to be performed under
contract for custodial, transfer, dividend and plan agency services by
the entity or entities selected to perform such services and exclusive
of any managerial functions described in Section 4); and
(c) compensation, if any, of trustees of the Trust who are
directors, officers or employees of the Manager, any Administrator or
of any affiliated person (other than a registered investment company)
of the Manager, or any Administrator.
4. Except for expenses specifically assumed or agreed to be paid by the
Manager, nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Trust for:
(a) any of the costs of printing and mailing the items referred to
in sub-section (n) of this section 4;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of trustees of the Trust who are not directors,
officers or employees of the Manager, or any Administrator or of any
affiliated person (other than a registered investment company) of the
Manager, or any Administrator;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Trust
for custodial, paying agent, shareholder servicing and plan agent
services;
(f) charges and expenses of independent accountants retained by the
Trust;
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(g) charges and expenses of any transfer agents and registrars
appointed by the Trust;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Trust in connection with securities transactions to which the Trust
is a party;
(i) taxes and fees payable by the Trust to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Trust;
(k) legal fees and expenses in connection with the affairs of the
Trust, including registering and qualifying its shares with Federal and
State regulatory authorities;
(l) expenses of meetings of shareholders and trustees of the Trust;
(m) interest, including interest on borrowings by the Trust;
(n) the costs of services, including services of counsel, required
in connection with the preparation of the Trust's registration
statements and prospectuses, including amendments and revisions
thereto, annual, semiannual and other periodic reports of the Trust,
and notices and proxy solicitation material furnished to shareholders
of the Trust or regulatory authorities; and
(o) the Trust's expenses of bookkeeping, accounting, auditing and
financial reporting, including related clerical expenses.
5. All activities undertaken by the Manager or Administrator pursuant
to this Agreement shall at all times be subject to the supervision and control
of the Board of Trustees of the Trust, any duly constituted committee thereof or
any officer of the Trust acting pursuant to like authority.
6. The services to be provided by the Manager and any Administrator
hereunder are not to be deemed exclusive and the Manager and any Administrator
shall be free to render similar services to others, so long as its services
hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished
and expenses borne by the Manager hereunder, the Trust shall pay the Manager
compensation (the "Management Fee") in an amount equal to the annual rate of
0.80% of the Trust's average daily managed assets (including, for the avoidance
of doubt, assets attributable to any outstanding preferred shares of the Fund
and the principal amount of any outstanding borrowings of the Fund used for the
purposes of leverage) (or such lesser amount as the Manager may from time to
time agree to receive). Such compensation shall be payable monthly in arrears or
at such other intervals, not less frequently than quarterly, as the Board of
Trustees of the Trust may from time
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to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Trust's obligation to pay such compensation is binding
only on the assets and property belonging to the Trust.
8. If the total of all ordinary business expenses of the Trust as a
whole (including investment advisory fees but excluding interest, taxes,
portfolio brokerage commissions, distribution-related expenses and extraordinary
expenses) for any fiscal year exceeds the lowest applicable percentage of
managed assets or income limitations prescribed by any state in which shares of
the Trust are qualified for sale, the Manager shall pay such excess. Should the
applicable state limitation provisions fail to specify how the managed assets of
the Trust are to be calculated, that figure shall be calculated by reference to
the average managed assets of the Trust.
9. It is understood that any of the shareholders, trustees, officers,
employees and agents of the Trust may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Trust; and that the existence of any such dual interest shall
not affect the validity hereof or of any transactions hereunder except as
otherwise provided in the Amended and Restated Agreement and Declaration of
Trust of the Trust, the partnership agreement of the Manager or specific
provisions of applicable law.
10. This Agreement shall become effective as of the date of its
execution, and
(a) unless otherwise terminated, this Agreement shall continue in
effect for two years from the date of execution, and from year to year
thereafter so long as such continuance is specifically approved at
least annually (i) by the Board of Trustees of the Trust or by vote of
a majority of the outstanding voting securities of the Trust, and (ii)
by vote of a majority of the trustees of the Trust who are not
interested persons of the Trust or the Manager, cast in person at a
meeting called for the purpose of voting on, such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Trustees
of the Trust or by vote of a majority of the outstanding voting
securities of the Trust;
(c) except to the extent permitted under applicable law or by any
exemptive relief that may be granted by the Securities and Exchange
Commission, this Agreement shall automatically terminate in the event
of its assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Trust.
Termination of this Agreement pursuant to this Section 10 shall be
without the payment of any penalty.
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11. This Agreement may be amended at any time by mutual consent of the
parties, provided that such consent on the part of the Trust shall have been
approved (i) if required under applicable law, by vote of a majority of the
outstanding voting securities of the Trust and (ii) by vote of a majority of the
trustees of the Trust who are not interested persons of the Trust or the
Manager, cast in person at a meeting called for the purpose of voting on such
approval.
12. For the purpose of this Agreement, the terms "vote of a majority of
the outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Trust shall have the meaning
defined in the Trust's Amended and Restated Agreement and Declaration of Trust
as amended from time to time.
13. In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Manager, or reckless disregard of its obligations
and duties hereunder, the Manager shall not be subject to any liability to the
Trust, to any shareholder of the Trust or to any other person, firm or
organization, for any act or omission in the course of, or connected with,
rendering services hereunder.
14. In accordance with Regulation S-P, if non-public personal
information regarding either party's customers or consumers is disclosed to the
other party in connection with this Agreement, the party receiving such
information will not disclose or use that information other than as necessary to
carry out the purposes of this Agreement.
15. In the event this Agreement is terminated by either party or upon
written notice from the Manager at any time, the Trust hereby agrees that it
will eliminate from its corporate name any reference to the name of "AEW." The
Trust shall have the non-exclusive use of the name "AEW" only so long as this
Agreement is effective or until such notice is given.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
AEW REAL ESTATE INCOME FUND
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President and Chief Executive Officer
AEW MANAGEMENT AND ADVISORS, L.P.
By AEW Investment Group, Inc., its General Partner
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
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NOTICE
A copy of the Agreement and Declaration of Trust establishing AEW REAL
ESTATE INCOME FUND (the "Trust") is on file with the Secretary of The
Commonwealth of Massachusetts, and notice is hereby given that this Agreement is
executed by officers of the Fund as officers and not individually and that the
obligations of or arising out of this Agreement are not binding upon any of the
trustees, officers or shareholders individually but are binding only upon the
assets and property belonging to the Trust.
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