BELCREST REALTY CORP.
AMENDMENT NO. 1
THIS AMENDMENT NO. 1, dated as of December 28, 1999, to the Management
Agreement dated as of November 23, 1998 (the "Agreement"), is made between the
parties to the Agreement. Capitalized terms used herein and not otherwise
defined have the meanings ascribed to them in the Agreement.
Section 2 of the Agreement is hereby amended and restated to read as
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 BRC 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 BRC. The gross investment assets on
any day means the value of all assets of BRC, minus the sum of BRC's
liabilities other than the principal amount of money borrowed. (For
this purpose, the assets and liabilities of BRC's controlled
subsidiaries are reduced by the proportionate interests therein of
investors other than BRC.) Such compensation shall be paid monthly in
arrears on the last business day of each month. The value of BRC's
assets shall be computed daily in accordance with the by-laws of BRC
and any resolutions of the directors of BRC. In case of initiation or
termination of this Agreement during any month with respect to BRC, the
fee for that month shall be based on the number of calendar days during
which it is in effect. The Manager may elect to waive all or a portion
of any monthly management fee; in the event of any such waiver, the
amount so waived shall not be due from or payable by BRC under this
Agreement for such month.
Except as amended hereby, the terms and conditions in the Agreement shall
remain unchanged and in full force in effect.
IN WITNESS HEREOF, the parties hereto have caused this Amendment No. 1 to
be executed as of the day and year first written above.
BELCREST REALTY CORPORATION
By: /s/ Thomas E. Faust, Jr.
its Executive Vice President
BOSTON MANAGEMENT AND RESEARCH
By: /s/ Alan R. Dynner
its Vice President