Exhibit (K)(11)
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FORM OF BROKER-DEALER AGREEMENT
between
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Auction Agent
and
[ ]
as Broker-Dealer
Dated as of [ ], 2003
Relating to
AUCTION MARKET PREFERRED SHARES
SERIES [M]
Of
AEW REAL ESTATE INCOME FUND
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BROKER-DEALER AGREEMENT dated as of [ ], 2003 (this "Agreement"), among (i)
Deutsche Bank Trust Company Americas, a New York banking corporation, as auction
agent (the "Auction Agent") (not in its individual capacity but solely as agent
of AEW Real Estate Income Fund, a Massachusetts business trust (the "Trust"))
pursuant to authority granted to it in the Auction Agency Agreement dated as of
[ ], 2003 between the Trust and the Auction Agent (the "Auction Agent
Agreement") and (ii) each broker-dealer whose name appears on the signature page
hereof, as Broker-Dealer (together with its successors and assigns as such
hereinafter referred to as "BD").
The Trust intends to issue one series of Auction Market Preferred Shares,
par value $.00001 per share, liquidation preference $25,000 per share,
designated Series [M] (the "AMPS"). The AMPS shall be issued in book-entry form
through the facilities of the Securities Depository. References to "Shares of
AMPS" or "AMPS" in this Agreement shall refer only to the beneficial interests
in the AMPS unless the context otherwise requires.
The Auction Procedures (as defined below) require the participation of a
Broker-Dealer.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Auction Agent and BD agree as
follows:
1. Definitions and Rules of Construction
1.1 Terms Defined by Amended and Restated Bylaws. Capitalized terms not
defined herein shall have the respective meanings specified in the Amended and
Restated Bylaws.
1.2 Terms Defined Herein. As used herein and in the Settlement Procedures,
the following terms shall have the following meanings, unless the context
otherwise requires:
(a) "Agent Member" of any Person shall mean the member of, or
participant in, the Securities Depositary that will act on behalf of a Bidder.
(b) "Amended and Restated Bylaws" shall mean the Amended and Restated
Bylaws of the Trust in effect at the time the registration statement relating to
the AMPS is declared effective by the Securities and Exchange Commission,
specifying the powers, preferences and rights of the AMPS.
(c) "Auction" shall have the meaning specified in Section 2.1 hereof.
(d) "Auction Procedures" shall mean the procedures as from time to
time in effect for conducting Auctions, as set forth in Part II of Section 11.1
of the Amended and Restated Bylaws.
(e) "Authorized Officer" of the Auction Agent shall mean each
Managing Director, Senior Vice President, Vice President, Assistant Vice
President and Associate of the Auction Agent, and every other officer or
employee of the Auction Agent designated as an "Authorized Officer" for purposes
hereof in a communication to the BD.
(f) "BD Officer" shall mean each officer or employee of BD designated
as a "BD Officer" for purposes of this Agreement in a communication to the
Auction Agent.
(g) "Settlement Procedures" shall mean the Settlement Procedures
attached to the Auction Agent Agreement as Exhibit B.
1.3 Rules of Construction. Unless the context or use indicates another or
different meaning or intent, the following rules shall apply to the construction
of this Agreement:
(a) Words importing the singular number shall include the plural
number and vice versa.
(b) The captions and headings herein are solely for convenience of
reference and shall not constitute a part of this Agreement nor shall they
affect its meaning, construction or effect.
(c) The words "hereof," "herein," "hereto," and other words of
similar import refer to this Agreement as a whole.
(d) All references herein to a particular time of day shall be to New
York City time.
(e) Section 1 and 2 hereof shall be read in conjunction with the
Amended and Restated Bylaws and in the event of any conflict with the Amended
and Restated Bylaws, the Amended and Restated Bylaws shall take precedence.
1.4 Warranties of BD. BD hereby represents and warrants that this
Broker-Dealer Agreement has been duly authorized, executed and delivered by BD
and that, assuming the due authorization, execution and delivery hereof by the
Auction Agent, this Broker-Dealer Agreement constitutes a valid and binding
agreement of BD, enforceable against it in accordance with its terms. BD's
representations and warranties in this Section 1.4 shall survive the termination
of this Agreement.
2. The Auctions.
2.1 Purpose; Incorporation by Reference of Auction Procedures and
Settlement Procedures.
(a) On each Auction Date, the provisions of the Auction Procedures
will be followed by the Auction Agent for the purpose of determining the
Applicable Rate for the AMPS for the next Dividend Period. Each periodic
implementation of such procedures is hereinafter referred to as an "Auction."
(b) All of the provisions contained in the Auction Procedures and the
Settlement Procedures are incorporated herein by reference in their entirety and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions were fully set forth herein.
(c) BD agrees to act as, and assumes the obligations of and
limitations and restrictions placed upon, a Broker-Dealer under this Agreement.
BD understands that other Persons meeting the requirements specified in the
definition of "Broker-Dealer" contained in Section 11.1 of the Amended and
Restated Bylaws may execute a copy of this Agreement and participate as
Broker-Dealers in Auctions.
(d) BD acknowledges and agrees that each provision of the Auction
Procedures that requires BD to perform an obligation or procedure is hereby
incorporated herein by reference and that this Agreement shall constitute the
Trust's instruction, and BD hereby agrees, to perform such obligations and
procedures without further request by or instructions from the Trust.
(e) BD may participate in Auctions for its own account.
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2.2 Preparation for Each Auction.
(a) Not later than 9:30 a.m. on each Auction Date, the Auction Agent
shall advise BD by telephone or other electronic means, to be confirmed in
writing by the Auction Agent, of the Maximum Rate and the Reference Rate(s) for
such Auction Date.
(b) BD shall cause the Maximum Rate to be communicated as promptly as
practicable to its customers who hold or may be interested in acquiring AMPS.
(c) If required by applicable law, or requested by the Auction Agent,
BD shall provide to the Auction Agent a list of Existing Holders based upon
inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as
a result of the most recent Auction to the Auction Agent promptly after any date
so requested by the Auction Agent. The Auction Agent shall keep confidential any
such information, including information received as to the identity of Bidders
in any Auction, and shall not disclose any such information so provided to any
Person other than the other party hereto, provided that the Auction Agent
reserves the right to disclose any such information if (a) it is ordered to do
so by a court of competent jurisdiction or a regulatory, judicial or
quasi-judicial agency or (b) it is advised by its counsel that its failure to do
so would be unlawful.
(d) BD agrees to maintain a list of customers relating to the AMPS
and to use its best efforts, subject to existing laws and regulations, to
contact the customers on such list whom BD believes may be interested in
participating in the Auction on each Auction Date, as a Potential Holder or a
Potential Beneficial Owner, for the purposes set forth in the Auction
Procedures. Nothing herein shall require BD to submit an Order for any customer
in any Auction.
(e) The Auction Agent's registry of Existing Holders of the AMPS
shall be conclusive and binding on BD. BD may inquire of the Auction Agent
between 3:00 P.M. on the Business Day preceding an Auction for shares of AMPS
and 9:30 A.M. on the Auction Date for such Auction to ascertain the number of
AMPS in respect of which the Auction Agent has determined BD to be an Existing
Holder. If BD believes it is the Existing Holder of fewer AMPS than specified by
the Auction Agent in response to BD's inquiry, BD may so inform the Auction
Agent of that belief. BD shall not, in its capacity as Existing Holder of AMPS,
submit Orders in such Auction in respect of AMPS covering in the aggregate more
than the number of AMPS specified by the Auction Agent in response to BD's
inquiry.
2.3 Auction Schedule; Method of Submission of Orders.
(a) Subject to Section 11.1 of the Amended and Restated Bylaws, the
Auction Agent shall conduct Auctions weekly in accordance with the schedule set
forth below. Such schedule may be changed at any time by the Auction Agent with
the consent of the Trust, which consent shall not be unreasonably withheld. The
Auction Agent shall give written notice of any such change to BD which shall
have the right to review such change. Such notice shall be received one Business
Day prior to the first Auction Date on which any such change shall be effective.
Time Event
By 9:30 a.m. Auction Agent advises the Trust and the BD of
the applicable Maximum Rate and the Reference
Rate(s) as set forth in Section 2.2(a)
hereof.
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9:30 a.m. - 1:30 p.m. Auction Agent assembles information
communicated to it by BD as provided in
paragraph 2 of the Auction Procedures.
Submission Deadline is 1:30 p.m.
Not earlier than Auction Agent makes determinations pursuant
1:30 p.m. to paragraph 3(a) of the Auction Procedures.
By approximately Auction Agent advises the Trust of results of
3:00 p.m. Auction as provided in paragraph 3(b) of the
Auction Procedures. Submitted Bids and
Submitted Sell Orders are accepted and
rejected in whole or in part and AMPS are
allocated as provided in paragraph 4 of the
Auction Procedures. Auction Agent gives
notice of Auction results as set forth in
Section 2.4(a) hereof.
(b) BD may designate one or more individuals in its organization who
will coordinate its procedures in connection with Auctions and purchases and
sales of the AMPS.
(c) BD agrees to handle its customers' orders in accordance with its
duties under applicable securities laws and rules.
(d) To the extent that pursuant to paragraph 4 of the Auction
Procedures of the Trust, BD continues to hold, sells or purchases a number of
shares that is fewer than the number of shares in an Order submitted by BD to
the Auction Agent in which BD designated itself as an Existing Holder or
Potential Holder in respect of customer Orders, BD shall make appropriate pro
rata allocations among its customers for which it submitted Orders of similar
tenor. If as a result of such allocations, any Beneficial Owner would be
entitled or required to sell, or any Beneficial Owner would be entitled or
required to purchase, a fraction of a Share of AMPS on any Auction Date, BD
shall, in such manner as it shall determine in its sole discretion, round up or
down the number of AMPS to be purchased or sold on such Auction Date by any
Beneficial Owner or Potential Beneficial Owner on whose behalf BD submitted an
Order so that the number of shares so purchased or sold by each such Beneficial
Owner or Potential Beneficial Owner on such Auction Date shall be whole shares.
(e) BD shall submit Orders to the Auction Agent in writing in
substantially the form attached hereto as Exhibit A. BD shall submit separate
Orders to the Auction Agent for each Potential Holder or Existing Holder on
whose behalf BD is submitting an Order and shall not net or aggregate the Orders
of Potential Holders or Existing Holders on whose behalf BD is submitting
Orders.
(f) BD shall deliver to the Auction Agent (i) a written notice,
substantially in the form attached hereto as Exhibit B, of transfers of AMPS
made through BD by an Existing Holder to another Person other than pursuant to
an Auction and (ii) a written notice, substantially in the form attached hereto
as Exhibit C, of the failure of any AMPS to be transferred to or by any Person
that purchased or sold AMPS through BD pursuant to an Auction. The Auction Agent
is not required to accept any notice delivered pursuant to the terms of the
foregoing sentence with respect to an Auction unless it is received by the
Auction Agent by 3:30 p.m. on the Business Day next preceding the applicable
Auction Date.
2.4 Notices.
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(a) On each Auction Date, the Auction Agent shall notify BD by
telephone or facsimile (or other electronic means acceptable to both parties) of
the results of the Auction as set forth in paragraph (a) of the Settlement
Procedures. By approximately 11:30 A.M. on the Business Day next succeeding such
Auction Date, the Auction Agent shall notify BD in writing of the disposition of
all Orders submitted by BD in the Auction held on such Auction Date.
(b) BD shall notify each Existing Holder or Potential Holder on whose
behalf BD has submitted an Order as set forth in paragraph (b) of the Settlement
Procedures and take such other action as is required of BD pursuant to the
Settlement Procedures.
2.5 Notification of Dividend.
The provisions contained in paragraph 3 of Part I of Section 11.1 of
the Amended and Restated Bylaws concerning the notification of a Special Rate
Period will be followed by the Auction Agent and BD, and the provisions
contained therein are incorporated herein by reference in their entirety and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions were set forth fully herein.
2.6 Service Charge to Be Paid to BD.
(a) No later than 12:00 noon on each Dividend Payment Date, the
Auction Agent after each Auction will pay a service charge (the "Broker-Dealer
Fee") from funds provided by the Trust to each Broker-Dealer on the basis of the
purchase price of AMPS placed by such Broker-Dealer at such Auction. For the
avoidance of doubt, only one Broker-Dealer shall be considered to have placed a
particular share of AMPS at any particular Auction. The service charge shall be
(i) in the case of any Auction Date immediately preceding a Dividend Period of
less than one year, the product of (A) a fraction the numerator of which is the
number of days in such Dividend Period (calculated by counting the first date of
such Dividend Period) and the denominator of which is 360, times (B) 1/4 of 1%,
times (C) $25,000 times (D) the sum of the aggregate number of outstanding AMPS
for which the Auction is conducted and (ii) in the case of any Special Dividend
Period of one year or more, the amount determined by mutual consent of the Trust
and any such Broker-Dealers, which rate shall be based upon a selling concession
that would be applicable to an underwriting of fixed or variable rate AMPS with
a similar final maturity or variable rate dividend period, respectively, at the
commencement of the Dividend Period with respect to such Auction.
(b) If the Trust determines to change the rate at which the
Broker-Dealer Fee accrues, the Trust shall mail to the Auction Agent a notice
thereof within two Business Days of such change. Any change in the Broker-Dealer
Fee Rate shall be effective on the Auction Date next succeeding the Auction
Agent's receipt of notice of such change.
2.7 Settlement.
(a) If any Existing Holder selling AMPS in an Auction fails to
deliver such AMPS (by authorized book-entry), the BD of any Person that was to
have purchased AMPS in such Auction may deliver to such Person a number of AMPS
that is less than the number of AMPS that otherwise were to be purchased by such
Person. In such event, the number of AMPS to be so delivered shall be determined
by BD. Delivery of such lesser number of AMPS shall constitute good delivery.
Upon the occurrence of any such failure to deliver AMPS, BD shall deliver to the
Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding
the foregoing provisions of this Section 2.7(a), any delivery or non-delivery of
AMPS which represents any departure from the results of an Auction, as
determined by the Auction Agent, shall be of no effect unless and until the
Auction Agent shall have been notified of
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such delivery or non-delivery in accordance with the terms of Section 2.3(f)
hereof. The Auction Agent shall have no duty or liability with respect to
enforcement of this Section 2.7(a).
(b) Neither the Auction Agent nor the Trust shall have any
responsibility or liability with respect to the failure of an Existing Holder, a
Potential Holder or an Agent Member or any of them to deliver AMPS or to pay for
AMPS sold or purchased pursuant to the Auction Procedures or otherwise.
(c) Notwithstanding any provision of the Auction Procedures or the
Settlement Procedures to the contrary, in the event BD is an Existing Holder
with respect to any AMPS and the Auction Procedures provide that BD shall be
deemed to have submitted a Sell Order in an Auction with respect to such shares
if BD fails to submit an Order in that Auction with respect to such shares, BD
shall have no liability to any Person for failing to sell such shares pursuant
to such a deemed Sell Order if (i) such shares were transferred by the
Beneficial Owner thereof without notification of such transfer in compliance
with the Auction Procedures or (ii) BD has indicated to the Auction Agent
pursuant to Section 2.2(e) of this Agreement that, according to BD's records, BD
is not the Existing Holder of such shares.
(d) Notwithstanding any provision of the Auction Procedures or the
Settlement Procedures to the contrary, in the event an Existing Holder or
Beneficial Owner of shares of AMPS with respect to whom a Broker-Dealer
submitted a Bid to the Auction Agent for such shares that was accepted in whole
or in part, or submitted or is deemed to have submitted a Sell Order for such
shares that was accepted in whole or in part, fails to instruct its Agent Member
to deliver such shares against payment therefore, partial deliveries of AMPS
that have been made in respect of Potential Holders' or Potential Beneficial
Owners' Submitted Bids that have been accepted in whole or in part shall
constitute good delivery to such Potential Holders and Potential Beneficial
Owners.
3. The Auction Agent
3.1 Duties and Responsibilities.
(a) The Auction Agent is acting solely as agent for the Trust
hereunder and owes no duties, fiduciary or otherwise, to any other Person by
reason of this Agreement.
(b) The Auction Agent undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement, and no implied covenants
or obligations shall be read into this Agreement, the Auction Agent Agreement,
Auction Procedures or the Settlement Procedures against the Auction Agent.
(c) In the absence of bad faith or negligence on its part, the
Auction Agent shall not be liable for any action taken, suffered, or omitted by
it or for any error of judgment made by it in the performance of its duties
under this Agreement.
3.2 Rights of the Auction Agent.
(a) The Auction Agent may rely upon and shall be fully protected in
acting or refraining from acting upon any communication authorized by this
Agreement and upon any written instruction, notice, request, direction, consent,
report, certificate, share certificate or other instrument, paper or document
reasonably believed by it to be genuine. The Auction Agent shall not be liable
for acting upon any communication authorized by this Agreement (including, but
not limited to, any made by telephone, telecopier or other means of electronic
communication acceptable to the parties hereto) which
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the Auction Agent reasonably believes in good faith to have been given by the
Trust or by BD. The Auction Agent may record telephone communications with BD.
(b) The Auction Agent may consult with competent external
counsel of its own choice, and the advice of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon.
(c) The Auction Agent shall not be required to advance, expend
or risk its own funds or otherwise incur or become exposed to financial
liability in the performance of its duties hereunder.
(d) The Auction Agent may perform its duties and exercise its
rights hereunder either directly or by or through agents or attorneys.
3.3 Auction Agent's Disclaimer. The Auction Agent makes no
representation as to, and shall have no liability with respect to, the
correctness of the recitals in, the validity with respect to parties other than
the Auction Agent, or the adequacy of this Agreement, the Auction Procedures, or
the offering material used in connection with the offer and sale of the AMPS.
4. Miscellaneous
4.1 Termination. (a) Either party may terminate this Agreement at
any time upon five (5) days written notice to the other party, which notice may
be given by facsimile as provided in Section 4.3 hereof. This Agreement shall
automatically terminate upon the redemption of all outstanding AMPS or upon
termination of the Auction Agent Agreement.
(a) BD represents that it (or if BD does not act as Agent
Member, one of its affiliates) shall make all dividend payments on the AMPS
available in same-day funds on each Dividend Payment Date to customers that use
BD or its affiliate as Agent Member.
4.2 Agent Member. BD is, and shall remain for the term of this
Agreement, a member of, or participant in, the Securities Depository (or an
affiliate of such a member or participant).
4.3 Communications. Except for (i) communications authorized to be
made by telephone pursuant to this Agreement or the Auction Procedures and (ii)
communications in connection with the Auctions (other than those expressly
required to be in writing), all notices, requests and other communications to
any party hereunder shall be in writing (for the purposes of this Agreement,
telecopy or other means of electronic communication acceptable to the parties
shall be deemed to be in writing) and shall be given to such party, addressed to
it, at its address, telecopy number set forth below and, where appropriate
reference the particular Auction to which such notice relates:
If to BD,
addressed:
Attention: ________________
Telephone No.: _____________
Facsimile No.: _____________
If to the Auction Deutsche Bank Trust Company Americas
Agent, addressed: Corporate Trust and Agency Services
7
000 Xxxxx Xxx, 0/xx/ Xxxxx
Xxxxxx Xxxx, XX 00000
Attention: ________________
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
If to the Trust,
addressed: AEW Real Estate Income Fund
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: President
Telephone No.: 000-000-0000
Facsimile No.:
or such other address or facsimile number as such party may hereafter specify
for such purpose by notice to the other parties. Each such notice, request or
communication shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of BD by a BD Officer and on behalf of
the Auction Agent by an Authorized Officer. Telephone communications may be
recorded.
4.4 Entire Agreement. This Agreement contains the entire agreement
between the parties relating to the subject matter hereof, and there are no
other representations, endorsements, promises, agreements or understandings,
oral, written or implied, between the parties relating to the subject matter
hereof.
4.5 Benefits. Nothing in this Agreement, express or implied, shall
give to any person, other than the Auction Agent, the Trust, which is a
third-party beneficiary of this Agreement, and BD and their respective
successors and permitted assigns, any benefit of any legal or equitable right,
remedy or claim under this Agreement.
4.6 Amendment; Waiver.
(a) This Agreement shall not be deemed or construed to be
modified, amended, rescinded, cancelled or waived, in whole or in part, except
by a written instrument signed by a duly authorized representative of each of
the parties hereto and with the prior consent of the Trust, which consent shall
not be unreasonably withheld.
(b) Failure of either party to this Agreement to exercise any
right or remedy hereunder in the event of a breach of this Agreement by the
other party shall not constitute a waiver of any such right or remedy with
respect to any subsequent breach.
4.7 Successors and Assigns. This Agreement shall be binding upon,
inure to the benefit of, and be enforceable by, the respective successors and
permitted assigns of each of the parties hereto. This Agreement may not be
assigned by any party hereto absent the prior written consent of the other
party; provided, however, that this Agreement may be assigned by the Auction
Agent to a successor auction agent selected by the Trust with the consent of BD,
which consent shall not be unreasonably withheld.
4.8 Severability. If any clause, provision or section of this
Agreement shall be ruled invalid or unenforceable by any court of competent
jurisdiction, the invalidity or unenforceability of such clause, provision or
section shall not affect any remaining clause, provision or section hereof.
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4.9 Execution in Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
4.10 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW, OTHER THAN SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW OF NEW YORK).
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the date first above written.
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Auction Agent
By:___________________________________
Name:
Title:
[______________________]
as Broker-Dealer
By:___________________________________
Name:
Title:
10
Exhibit A
To BROKER-DEALER
AGREEMENT
AUCTION BID FORM
(Submit only one Order on this Order Form)
AEW REAL ESTATE INCOME FUND
Auction Market Preferred Shares ("AMPS")
To: [_______________] Date of Auction ____________
Series of AMPS (indicate by
Number Designation)
______
The undersigned Broker-Dealer submits the following Order on behalf of the
Bidder listed below:
Name of Bidder: __________________________________
Bidder placed the Order listed below covering the number of
shares indicated
(complete only one blank):
_________________ number of Shares of AMPS now held by
Bidder (an Existing Holder), and the Order is a (check one):
[_] Hold Order; or
[_] Bid at a rate of ____%; or
[_] Sell Order;
- or -
_________________ number of Shares of AMPS not now held
by Bidder (a Potential Holder), and the Order is
a Bid at a rate of ______%
Notes:
(1) If submitting more than one Bid for one Bidder, use additional Order Forms.
(2) If one or more Bids covering in the aggregate more than the outstanding
number of Shares of AMPS held by any Existing Holder are submitted, such
Bids shall be considered valid in the order of priority set forth in the
Auction Procedures.
(3) A Hold or Sell Order may be placed only by an Existing Holder covering a
number of Shares of AMPS not greater than the number of Shares of AMPS
currently held by such Existing Holder.
(4) Potential Holders may make Bids only, each of which must specify a rate. If
more than one Bid is submitted on behalf of any Potential Holder, each Bid
submitted shall be a separate Bid with the rate specified.
(5) Bids may contain no more than three figures to the right of the decimal
point (.001 of 1%).
(6) An Order must be submitted in whole Shares of AMPS with an aggregate
liquidation preference of $25,000.
Name of Broker-Dealer:____________________________
By:_______________________________________________
A-1
Exhibit B
To BROKER-DEALER
AGREEMENT
(To be used only for transfers made other than
pursuant to an Auction)
TRANSFER FORM
AEW REAL ESTATE INCOME FUND
Auction Market Preferred Shares ("AMPS")
Series _____ AMPS
(indicate by Number Designation)
We are (check one):
[_] the Existing Holder named below; or
[_] the Broker-Dealer for such Existing Holder; or
[_] the Agent Member for such Existing Holder.
We hereby notify you that such Existing Holder will transfer
_____ Shares of AMPS to ____________________.
________________________________________________________________________________
________________________________________________________________________________
(Name of Existing Holder)
________________________________________________________________________________
(Name of Broker-Dealer)
________________________________________________________________________________
(Name of Agent Member)
________________________________________________________________________________
By: _________________________
Name:
Title:
B-1
Exhibit C
To BROKER-DEALER
AGREEMENT
(To be used only for failures to deliver
AMPS sold pursuant to an Auction)
NOTICE OF A FAILURE TO DELIVER
AEW REAL ESTATE INCOME FUND
Auction Market Preferred Shares ("AMPS")
Series _____ AMPS
(indicate by Number Designation)
Complete either I. or II.
I. We are a Broker-Dealer for ______________ (the "Purchaser"), which
purchased ____ Shares of AMPS in the Auction held on __________________
from the seller of such AMPS.
II. We are a Broker-Dealer for _____________ (the "Seller"), which sold ____
Shares of AMPS in the Auction held on ____________________ to the purchaser
of such AMPS.
We hereby notify you that (check one):
__________ the Seller failed to deliver such AMPS to the Purchaser; or
__________ the Purchaser failed to make payment to the Seller upon delivery of
such AMPS.
Name: _____________________________________
(Name of Broker-Dealer)
________________________________________________________________________________
By: _________________________________________
Printed Name:
Title:
S-1
Capitalized terms used in this letter, unless otherwise defined herein,
shall have the meanings set forth in the Offering Documents.
(Name of Purchaser)
By:____________________________________
Name:
Title:
Address:_______________________________
_______________________________________
_______________________________________
Dated:
S-1
