1,200 Shares Real Estate Income Fund Inc. Taxable Auction Rate Preferred Stock, Series M Liquidation Preference $25,000 Per Share UNDERWRITING AGREEMENT July [*], 2005Underwriting Agreement • July 11th, 2005 • Real Estate Income Fund Inc • New York
The undersigned, Real Estate Income Fund Inc., a Maryland corporation (the “Fund”), Citi Fund Management Inc., a Delaware corporation (the “Investment Manager”) and AEW Management and Advisors, L.P., a Delaware limited partnership (the “Sub-Adviser” which together with the Investment Manager are hereinafter collectively referred to as the “Advisers”), address you as the underwriter (the “Underwriter”). The Fund proposes to issue and sell an aggregate of 1,200 shares of its Series M Taxable Auction Rate Preferred Stock, liquidation preference of $25,000 per share (“Shares”). The Shares will be authorized by, and subject to the terms and conditions of, the Articles Supplementary of the Fund, as supplemented by the Supplemental Articles Supplementary (the “Supplemental Articles Supplementary”) of the Fund (together, the “Articles Supplementary”), in the forms filed as an exhibit to the Registration Statement referred to in Section 1 of this Agreement. The Fund and the Advisers wish to con
AUCTION AGENCY AGREEMENT dated as of September 30, 2002 Relating to Taxable Auction Rate Preferred Stock of Real Estate Income Fund Inc.Auction Agency Agreement • July 11th, 2005 • Real Estate Income Fund Inc • New York
This Auction Agency Agreement (this “Agreement”), dated as of September 30, 2002, is between Real Estate Income Fund Inc. (the “Fund”) and Deutsche Bank Trust Company Americas, a New York corporation.
REAL ESTATE INCOME FUND INC. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Auction AgentBroker-Dealer Agreement • July 11th, 2005 • Real Estate Income Fund Inc • New York
Broker-Dealer Agreement dated as of September 30, 2002, among Real Estate Income Fund Inc., a Maryland Corporation (the “Fund”), Deutsche Bank Trust Company Americas, a New York corporation (the “Auction Agent”) (not in its individual capacity, but solely as agent of the Fund, pursuant to authority granted to it in the Auction Agency Agreement (as defined below) and Salomon Smith Barney Inc. (together with its successors and assigns, “SSB”).
FORM OF AMENDMENT TO AUCTION AGENCY AGREEMENT BETWEEN REAL ESTATE INCOME FUND INC. AND DEUTSCHE BANK TRUST COMPANY AMERICASAuction Agency Agreement • July 11th, 2005 • Real Estate Income Fund Inc
WHEREAS, the undersigned are the parties to the auction agency agreement, dated as of September 30, 2002, between Real Estate Income Fund Inc., a Maryland corporation (the “Fund”) and Deutsche Bank Trust Company Americas, as Auction Agent (the “Agreement”);
AMENDMENT TO BROKER-DEALER AGREEMENT AMONG REAL ESTATE INCOME FUND INC., BANKERS TRUST COMPANY AND CITIGROUP GLOBAL MARKETS INC.Broker-Dealer Agreement • July 11th, 2005 • Real Estate Income Fund Inc
WHEREAS, the undersigned are the parties to the broker-dealer agreement, dated as of September 20, 2002, among Real Estate Income Fund Inc., a Maryland corporation (the “Fund”), Deutsche Bank Trust Company Americas, a New York corporation (the “Auction Agent”) (not in its individual capacity but solely as agent for the Fund, pursuant to authority granted to it in the Auction Agency Agreement, dated as of September 20, 2002, between the Fund and the Auction Agent) and Salomon Smith Barney Inc. (now Citigroup Global Markets Inc.) (the “Agreement”);
CITI FUND MANAGEMENT INC. WAIVER RELIANCE LETTERReal Estate Income Fund Inc • July 11th, 2005
SUB-INVESTMENT ADVISORY AGREEMENT REAL ESTATE INCOME FUND INC.Investment Advisory Agreement • July 11th, 2005 • Real Estate Income Fund Inc
Real Estate Income Fund Inc., a Maryland corporation (the “Fund”), and Citi Fund Management Inc. (the “Adviser”), each confirms its agreement with AEW Management and Advisors, L.P. (the “Sub-Adviser”), as follows:
INVESTMENT MANAGEMENT AGREEMENT REAL ESTATE INCOME FUND INC.Investment Management Agreement • July 11th, 2005 • Real Estate Income Fund Inc
Real Estate Income Fund Inc. (the “Fund”), a corporation organized under the laws of the State of Maryland, confirms its agreement with Citi Fund Management Inc. (the “Adviser”), as follows:
