**Exhibit 10(a)**

 

MANAGEMENTAGREEMENT

 

BETWEEN

 

CHARTERMAC

 

AND

 

RELATEDCAPITAL COMPANY LLC

 

 

This MANAGEMENT AGREEMENT(this “**Agreement**”) dated as ofNovember 17, 2003, is by and between **CHARTERMAC**,a Delaware statutory trust (the “**Company**”),and **RELATED CAPITAL COMPANY LLC**, aDelaware limited liability company (the “**Manager**”).

 

WITNESSETH:

 

WHEREAS, the Company is aDelaware statutory trust created in accordance with applicable provisions ofthe Delaware Trust Act, 12 Del. C.§§ 3801 et. seq., as amendedfrom time to time (the “**Trust Act**”)and was formerly known as Charter Municipal Mortgage Acceptance Company;

 

WHEREAS, the purposes of theCompany are, as determined from time to time by the board of trustees (the “**Board of Trustees**”) of the Company, toengage in any lawful business or activity for which a statutory trust may becreated under the Trust Act;

 

WHEREAS, all capitalizedterms used herein, and not otherwise defined in Section 5 hereof, shall havethe meanings ascribed to them in the Company’s Trust Agreement (as definedherein); and

 

WHEREAS, the Manager iswilling to render such services, subject to the supervision of the Board ofTrustees, on the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, inconsideration of the mutual covenants and promises herein contained, theparties hereto, each intending to be legally bound hereby, agree as follows:

 

1.             ***Dutiesof the Manager***.  TheCompany hereby retains the Manager to perform asset management and investmentmanagement services for the Company, and the Manager hereby accepts suchappointment, subject to the terms and conditions hereinafter set forth.  The Manager shall perform such services asshall, from time to time, be requested by the Company.  In the performance of this undertaking, theManager shall be subject to the supervision of the Board of Trustees and shallperform its services in a manner consistent with

 

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the provisions and limitations of the TrustAgreement and duly adopted resolutions of the Board of Trustees.

 

2.             ***IndependentContractor Status***.  TheManager, as a result of its relationship with the Company pursuant to thisAgreement, shall be an independent contractor. The Company and the Manager are not partners or joint venturers witheach other and nothing herein shall be construed to make them partners or jointventurers or impose any liability as such on either of them.

 

3.             ***Records***.  At all times, the Manager shall keep booksof account and records relating to services performed hereunder, which books ofaccount and records shall be accessible for inspection by the Company at anytime during the ordinary business hours of the Manager.

 

4.             ***BankAccounts***.  The Managermay establish and maintain one or more bank accounts in the name of the Companyor in its own name as agent for the Company and may collect and deposit in anddisburse from any such account, any money on behalf of the Company, under suchterms and conditions as the Board of Trustees may approve, provided that nofunds in such account shall be commingled with funds of the Manager.  From time to time and upon appropriaterequest, the Manager shall render appropriate accounting of such collectionsand payments to the Board of Trustees and the auditors of the Company.

 

5.             ***Definitions***.  As used herein, the following terms shallhave the meanings set forth below:

 

a.             “Affiliate” shall mean (i) any officer,director, partner, employee or controlling shareholder of such Entity; (ii) anyPerson controlling, controlled by or under common control with any Entity orany individual described in (i) above; (iii) any officer, director, trustee,general partner or employee of any Person described in (ii) above; and (iv) anyPerson who is a member, other than as limited partner, with any individualdescribed in (i) and (ii) above in a relationship of joint venture, generalpartnership, or similar form of unincorporated business association; providedhowever, that a partner in a partnership or joint venture with (A) the Companyor (B) an Affiliate of the Manager, shall not by virtue of such relationship bedeemed an Affiliate of the Manager.  Forpurposes of this definition, the term “control” shall also mean the control ofownership of 10% or more of the outstanding Voting Securities of the Personreferred to in (i)-(iv) above.

 

b.             “Cause”shall mean gross negligence or willful misconduct.

 

c.             “Entity”shall mean any general partnership, limited partnership, corporation, jointventure, trust, business trust, real estate investment trust, limited liabilitycompany, cooperative or association.

 

d.             “Person” shall mean an individual orEntity.

 

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e.             “Trust Agreement” shall mean the Second Amendedand Restated Trust Agreement of the Company, dated as of November 17,2003, as amended and/or restated from time to time.

 

6.             ***Feesand Other Compensation of the Manager***.

 

a.             The Manager or its designees shall be entitled toreceive from the Company reimbursement of all costs incurred by the Manager andits designees in performing services hereunder, plus an amount equal to amarket based percentage, as jointly determined from time to time by the Companyand the Manager. If the Company and the Manager cannot agree on such marketbased percentage, either party shall have the right to terminate thisAgreement, in which case the provisions of Section 10 shall apply. Such payments shall be estimated and paid monthly and reconciledannually.  “Costs” shall include directand indirect costs incurred by the Manager, including a portion of the salariesand overhead of the Manager properly attributable to services performed by theManager hereunder.  The Company shallreimburse the Manager and its Affiliates for (i) the actual costs to theManager or its Affiliates of goods, materials and services used for and by theCompany obtained from unaffiliated parties; (ii) administrative servicesnecessary to the operation of the Company; (iii) the costs of personnelemployed by the Manager and directly involved in the organization and businessof the Company (including persons who may be employees or officers of theManager and its Affiliates) and for legal, accounting, transfer agent,reinvestment and redemption plan administration, data processing, duplicatingand investor communications services performed by employees or officers of theManager and its Affiliates which could be performed directly for the Company byindependent parties; and (iv) any travel expenses incurred in connection withthe services provided hereunder and for advertising expenses incurred by theManager in seeking any investments or seeking the disposition of anyinvestments held by the Company.

 

b.             The Manager shall be permitted to perform services, andreceive fees for such services from borrowers, owners of Underlying Properties,and other third parties, for activities undertaken in connection with theCompany’s assets and investments.

 

7.             ***Statements***.  Prior to the payment of any fees payable bythe Company hereunder or reimbursements payable by the Company to the Manager,the Manager shall furnish to the Company a statement showing the computation ofthe fees or reimbursements.

 

8.             ***Expensesof the Company***.  TheCompany shall pay all of its expenses. The Manager undertakes no responsibility for any expenses of theCompany.

 

9.             ***OtherActivities of the Manager****. *Nothing in this Agreement shallprevent the Manager or any of its Affiliates from engaging in other businessactivities related to tax-exempt bonds, real estate, mortgage investments orother investments whether similar or dissimilar to those made by the Company orfrom acting as manager to any other person or entity having investment policieswhether similar or dissimilar to those of the Company.

 

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10.           ***Term;Termination of Agreement***. This Agreement shall continue in force for a period of five years fromthe date hereof.

 

Notwithstandingany other provision to the contrary contained herein, this Agreement shall beterminable by (i) the Manager at any time or (ii) the Company for Cause at anytime, without penalty, and each upon sixty (60) days’ prior written noticeprior to the non-terminating party.

 

Inthe event of the termination of this Agreement, the Manager will cooperate withthe Company and take all reasonable steps requested to assist the Board ofTrustees in making an orderly transition of the management function.

 

11.           ***Amendments***.  This Agreement shall not be changed,modified, terminated or discharged in whole or in part except by an instrumentin writing signed by both parties hereto, or their respective successors orpermitted assigns, or otherwise as provided herein.

 

12.           ***Assignment***.  This Agreement may not be assigned by theManager without the written consent of the Company, except to an Affiliate ofthe Manager.  Any assignee of theManager shall be bound hereunder to the same extent as the Manager.  This Agreement shall not be assigned by theCompany without the written consent of the Manager, except to an Entity whichis a successor to the Company.  Suchsuccessor shall be bound hereunder to the same extent as the Company.

 

13.           ***ActionUpon Termination***.  Fromand after the effective date of termination of this Agreement, pursuant toSection 10 hereof, the Manager shall not be entitled to compensation forfurther service rendered hereunder but shall be paid all compensation andreimbursed for all expenses accrued through the date of termination.  The Manager shall forthwith upon suchtermination:

 

a.             pay over to the Company all moneys collected and heldfor the account of the Company pursuant to this Agreement, after deducting anyaccrued compensation and reimbursement for its expenses to which it is thenentitled;

 

b.             deliver to the Company a full accounting, including astatement showing all payments collected by it and a statement of all moneysheld by it, covering the period following the date of the last accountingfurnished to the Company; and

 

c.             deliver to the Company all property and documents of theCompany then in the custody of the Manager.

 

14.           ***Standardof Care***.

 

a.     The Manager assumes no responsibility underthis Agreement other than to render the services called for hereunder in goodfaith, and shall not be responsible for any action of the Company in followingor declining to follow any advice or recommendations of the

 

 

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Manager. Neither the Manager nor its directors, officers, partners, members andemployees shall be liable to the Company, the Company’s Shareholders, theCompany’s Trustees or to any successor or assignee of the Company, except byreason of acts constituting bad faith, gross negligence or reckless disregardof their duties.  This shall in no wayaffect the standard for indemnification but shall only constitute a standard ofliability.  The duties to be performedby the Manager pursuant to this Agreement may be performed by it or byofficers, directors or by Affiliates of the foregoing under the direction ofthe Manager or delegated to unaffiliated third parties under its direction.

 

b.     The Manager shall looksolely to the assets of the Company for satisfaction of all claims against theCompany, and in no event shall any Shareholder or Trustee of the Company haveany personal liability for the obligations of the Company under this Agreement.

 

15.           ***Indemnificationof the Manager***.  TheCompany shall indemnify the Manager and its Affiliates for any loss arising outof any of their acts or omissions in connection with this Agreement; providedthat (i) the Board of Trustees must have determined, in good faith, that suchcourse of conduct was in the best interests of the Company and did notconstitute bad faith, gross negligence or reckless disregard by the Manager orits Affiliates; (ii) such conduct was within the scope of authority of theManager; and (iii) any such indemnification shall be recoverable only from theassets of the Company and not from the assets of the Shareholders or the Trusteesof the Company.  Notwithstanding theforegoing, the Manager or its Affiliates shall not be indemnified for anyliability, loss or damage incurred by the Manager or its Affiliates inconnection with any claim or settlement involving allegations that federal orstate securities laws were violated by the Manager or its Affiliatesunless:  (A) the Manager or itsAffiliates seeking indemnification are successful in defending such action onthe merits of each count involving securities law violations; or (B) suchclaims have been dismissed with prejudice on the merits by a court of competentjurisdiction; or (C) a court of competent jurisdiction approves a settlement ofthe claims against the Manager or its Affiliates seeking indemnificationinvolving securities law violations and finds that indemnification of thesettlement and related costs should be made; or (D) indemnification isspecifically approved by a court of competent jurisdiction in each such case.

 

16.           ***Notices***.  Any notice, report or other communica­tionrequired or permitted to be given hereunder shall be in writing, and shall begiven by delivering such notice by hand or by certified mail, return receiptrequested, postage pre-paid, at the following addresses of the parties hereto:

 
| Company:                        |
|---------------------------------|
|                            |
| CharterMac                      |
| 625 Madison Avenue              |
| New  York, New York  10022 |
|                            |
| Attention:                      | Stuart J. Boesky |
|                            | Managing Trustee |

 

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| with  a copy to:                           |
|--------------------------------------------|
|                                       |
| Mark  Schonberger, Esq.                    |
| Paul,  Hastings, Janofsky & Walker LLP |
| +75  East 55th Street                      |
| New  York, New York  10022            |
|                                       |
| Manager:                                   |
|                                       |
| Related  Capital Company LLC               |
| 625  Madison Avenue                        |
| New  York, New York  10022            |
|                                       |
| Attention:                                 | Marc D. Schnitzer |
|                                       | Chief Executive Officer |
|                                       |
| with  a copy to:                           |
|                                       |
| Mark  Schonberger, Esq.                    |
| Paul,  Hastings, Janofsky & Walker LLP |
| 75  East 55th Street                       |
| New  York, New York  10022            |

 

Eitherparty may at any time change its address for the purpose of this Section 16 bylike notice.

 

17.           ***Headings***.  The section headings herein have beeninserted for convenience of reference only and shall not be construed to affectthe meaning, construction or effect of this Agreement.

 

18.           ***GoverningLaw***.  The provisions ofthis Agreement shall be construed and interpreted in accordance with the lawsof the State of New York as at the time in effect.

 

 

[**Signature Page Follows**]

 

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INWITNESS WHEREOF, the undersigned have caused this Agreement to be signed as ofthe day and year first above written.

 

 
|   |   | CHARTERMAC                                       |
|--------|--------|--------------------------------------------------|
|   |   |                                             |
|   |   |                                             |
|   |   | By:                                              |   |
|   |   |                                             | Stuart  J. Boesky |
|   |   |                                             | Managing  Trustee |
|   |   |                                             |   |
|   |   |                                             |   |
|   |   | RELATED CAPITAL COMPANY  LLC                     |
|   |   |                                             |
|   |   | By: CharterMac Corporation,  its managing member |
|   |   |                                             |
|   |   |                                             |
|   |   | By:                                              |   |
|   |   |                                             | Alan  P. Hirmes |
|   |   |                                             | Chief  Operating Officer |

 

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