-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NOI4QWcc6b4Utdy8veK6A/8afyjptJFOBXvu67ltI4YRN9KVePg33AIOIFWm/sH/ pwBrx/mWQq07nWv+gVwEQA== 0000908737-98-000139.txt : 19980217 0000908737-98-000139.hdr.sgml : 19980217 ACCESSION NUMBER: 0000908737-98-000139 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19980211 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980212 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH & RETIREMENT PROPERTIES TRUST CENTRAL INDEX KEY: 0000803649 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 046558834 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09317 FILM NUMBER: 98535702 BUSINESS ADDRESS: STREET 1: 400 CENTRE ST CITY: NEWTON STATE: MA ZIP: 02158 BUSINESS PHONE: 6173323990 MAIL ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02158 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH & REHABILITATION PROPERTIES TRUST DATE OF NAME CHANGE: 19920703 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 1998 HEALTH AND RETIREMENT PROPERTIES TRUST (Exact name of registrant as specified in charter) Maryland 1-9317 04-6558834 (State or other (Commission file (IRS employer jurisdiction of number) identification no.) incorporation) 400 Centre Street, Newton, Massachusetts 02158 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: 617-332-3990 Item 5. Other Events. Advisory Agreement. Health and Retirement Properties Trust (the "Company") entered into an Advisory Agreement (the "New Advisory Agreement") with REIT Management & Research, Inc., a Delaware corporation (the "New Advisor"). The New Advisory Agreement was effective as of January 1, 1998 and replaced the Advisory Agreement dated as of November 20, 1986, as amended (the "Old Advisory Agreement"), between the Company and HRPT Advisors, Inc., a Delaware corporation (the "Old Advisor"). The terms of the New Advisory Agreement are substantially the same as those of the Old Advisory Agreement. The persons who were officers and directors of the Old Advisor as of December 31, 1997 are the officers and directors of the New Advisor, each holding the same office or offices. They are David J. Hegarty, President and Secretary, John G. Murray, Executive Vice President, John A. Mannix, Vice President, Thomas M. O'Brien, Vice President, Ajay Saini, Vice President, David M. Lepore, Vice President and John Popeo, Treasurer, and David J. Hegarty, Gerard M. Martin and Barry M. Portnoy, as Directors. Each of Messrs. Martin and Portnoy own 50% of the outstanding capital stock of both the Old Advisor and the New Advisor. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 10.1 Advisory Agreement by and between REIT Management & Research, Inc. and Health and Retirement Properties Trust dated as of January 1, 1998. 10.2 Master Management Agreement by and among M&P Partners Limited Partnership and the parties named therein dated as of December 31, 1997. 23.1 Consent of Price Waterhouse LLP. 23.2 Consent of KPMG Peat Marwick LLP. 23.3 Consent of Deloitte & Touche LLP. 23.4 Consent of Ernst & Young LLP. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HEALTH AND RETIREMENT PROPERTIES TRUST By: /s/ Ajay Saini Ajay Saini Treasurer and Chief Financial Officer Date: February 11, 1998 EX-10.1 2 EXHIBIT 10.1 ADVISORY AGREEMENT THIS ADVISORY AGREEMENT is entered into effective as of January 1, 1998, by and between Health and Retirement Properties Trust, a Maryland real estate investment trust (the "Company"), and REIT Management & Research, Inc., a Delaware corporation (the "Advisor"). WHEREAS, the Company was organized as a Maryland real estate investment trust pursuant to a Declaration of Trust dated October 9, 1986 (the "Declaration of Trust"); WHEREAS, the Advisor is a corporation organized for the purpose of providing management and administrative services with respect to the ownership of real property; WHEREAS, in connection with its investments, the Company desires to make use of the advice and assistance of the Advisor and certain sources of information available to the Advisor, and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of and subject to the supervision of the Company's Board of Trustees (the "Trustees"), all as provided for herein; WHEREAS, the Advisor is willing to render such services, subject to the supervision of the Trustees, on the terms and conditions hereinafter set forth; and WHEREAS, the Company has qualified and intends to continue to qualify as a real estate investment trust as defined in the Internal Revenue Code of 1986, as amended, (said Code, as in effect from time to time, together with any regulations and rulings thereunder, being hereinafter referred to as the "Internal Revenue Code"). NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows: 1. General Duties of the Advisor. The Advisor shall use its best efforts to present to the Company a continuing and suitable investment program consistent with the investment policies and objectives of the Company. Subject to the supervision of the Trustees and upon their direction, and consistent with the provisions of the Declaration of Trust, the Advisor shall: (a) serve as the Company's investment advisor, with its obligations to include providing research and economic and statistical data in connection with the Company's investments and recommending changes in the Company's investment policies, when appropriate; (b) investigate and evaluate investment opportunities and make recommendations concerning such opportunities to the Trustees; (c) manage the Company's short-term investments including the acquisition and sale of money market instruments in accordance with the Company's policies; (d) administer the day-to-day operations of the Company; (e) investigate, select and conduct relations and enter into appropriate contracts on behalf of the Company with other individuals, corporations and entities in furtherance of the investment activities of the Company; (f) upon request of the Trustees, act as attorney-in-fact or agent in acquiring and disposing of investments and funds of the Company and in handling, prosecuting and settling any claims of the Company; (g) upon request of the Trustees, invest and reinvest any money of the Company; (h) obtain for the Company, when appropriate, the services of property managers or management firms to perform customary property management services with regard to the real estate properties owned by or in the possession of the Company, and perform such supervisory or monitoring services on behalf of the Company with respect to the activities of such property managers or management firms as would be performed by a prudent owner, including but not limited to closely supervising the activities of such property managers or management firms, visiting the properties, participating in property management budgeting, reviewing the accounting of property income and expenses, reporting on the financial status of the properties and reviewing and approving marketing plans, but excluding the actual on-site property management functions performed by said property managers or management firms; (i) obtain for the Company such services as may be required for other activities relating to the investment portfolio of the Company; (j) administer such day-to-day bookkeeping and accounting functions as are required for the proper management of the assets of the Company, contract for audits and prepare or cause to be prepared such reports as may be required by any governmental authority in connection with the ordinary conduct of the Company's business, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, the Internal Revenue Code, the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing; -2- (k) provide office space, office equipment and the use of accounting or computing equipment when required, and provide personnel necessary for the performance of the foregoing services; and (l) from time to time, or at any time requested by the Trustees, make reports thereto of its performance of the foregoing services to the Company. In performing its services under this Advisory Agreement, the Advisor may utilize facilities, personnel and support services of various of its Affiliates (as defined below). The Advisor shall be responsible for paying such Affiliates for their personnel and support services and facilities out of its own funds. Notwithstanding the above, the Company may request, and will pay for the direct costs of, services provided by Affiliates of the Advisor provided that such request is approved by a majority vote of the Trustees who are not Affiliates of the Advisor and who do not perform any services for the Company except as Trustee (the "Independent Trustees"). As used in this Agreement, the term "Affiliate" means, as to any Person, (i) any other Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any other Person that owns beneficially, directly or indirectly, five percent (5%) or more of the outstanding capital stock, shares or equity interests of such Person, or (iii) any officer, director, employee, general partner or trustee of such Person or of any Person controlling, controlled by or under common control with such Person (excluding trustees who are not otherwise Affiliates of such Person). The term "Person" means and includes individuals, corporations, limited partnerships, general partnerships, limited liability companies, joint stock companies or associations, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts, and other entities. 2. Bank Accounts. The Advisor shall establish and maintain one or more bank accounts in its own name or, at the direction of the Trustees, in the name of the Company, and shall collect and deposit into such account or accounts and disburse therefrom any monies on behalf of the Company, provided that no funds in any such account shall be commingled with any funds of the Advisor or any other Person. The Advisor shall from time to time render an appropriate accounting of such collections and payments to the Trustees and to the auditors of the Company. 3. Records. The Advisor shall maintain appropriate books of account and records relating to services performed pursuant to this Agreement, which books of account and records shall be available for inspection by representatives of the Company upon reasonable notice during ordinary business hours. 4. Information Furnished Advisor. The Trustees shall at all times keep the Advisor fully informed with regard to the investment policies of the Company, the capitalization policy of the Company, and generally the Trustees' then-current intentions as to the future of the Company. In particular, the Trustees shall notify the Advisor promptly of their intention to sell -3- or otherwise dispose of any of the Company's investments or to make any new investment. The Company shall furnish the Advisor with a certified copy of all financial statements, a signed copy of each report prepared by independent certified public accountants, and such other information with regard to its affairs as the Advisor may from time to time reasonably request. The Company shall retain legal counsel and accountants to provide such legal and accounting advice and services as the Advisor or the Trustees shall deem necessary or appropriate to adequately perform the functions of the Company, and shall have such legal or accounting opinions and advice as the Advisor shall reasonably request. 5. REIT Qualification. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from any action (including, without limitation, the furnishing or rendering of services to tenants of property or managing real property) which, in its judgment made in good faith, or in the judgment of the Trustees as transmitted to the Advisor in writing, would (a) adversely affect the status of the Company as a real estate investment trust as defined and limited in the Internal Revenue Code or which would make the Company subject to the Investment Company Act of 1940, as amended, or (b) violate any law, rule, regulation or statement of policy or any governmental body or agency having jurisdiction over the Company or over its securities, or (c) otherwise not be permitted by the Declaration of Trust or Bylaws of the Company, except if such action shall be ordered by the Trustees, in which event the Advisor shall promptly notify the Trustees of the Advisor's judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Declaration of Trust or Bylaws of the Company and shall refrain from taking such action pending further clarification or instructions from the Trustees. In addition, the Advisor shall take such affirmative steps which, in its judgment made in good faith, or in the judgment of the Trustees as transmitted to the Advisor in writing, would prevent or cure any action described in (a), (b) or (c) above. 6. Self-Dealing. Neither the Advisor nor any Affiliate of the Advisor shall sell any property or assets to the Company or purchase any property or assets from the Company, directly or indirectly, except as approved by a majority of the Independent Trustees. In addition, except as otherwise provided in Sections 1, 9 or 10 hereof, or except as approved by a majority of the Independent Trustees, neither the Advisor nor any Affiliate of the Advisor shall receive any commission or other remuneration, directly or indirectly, in connection with the activities of the Company or any joint venture or partnership in which the Company is a party. Except for compensation received by the Advisor pursuant to Section 9 hereof, all commissions or other remuneration received by the Advisor or an Affiliate of the Advisor and not approved by the Independent Trustees under Sections 1 or 10 hereof or this Section 6 shall be reported to the Company annually within ninety (90) days following the end of the Company's fiscal year. Upon request of any Trustee, the Advisor shall from time to time promptly furnish the Company with information on a confidential basis as to any investments within the Company's investment policies made by the Advisor for its own account. 7. No Partnership or Joint Venture. The Company and the Advisor are not partners or joint venturers with each other and neither the terms of this Advisory Agreement nor the fact that -4- the Company and the Advisor have joint interests in any one or more investments shall be construed so as to make them such partners or joint venturers or impose any liability as such on either of them. 8. Fidelity Bond. The Advisor shall not be required to obtain or maintain a fidelity bond in connection with the performance of its services hereunder. 9. Compensation. The Advisor shall be paid, for the services rendered by it to the Company pursuant to this Advisory Agreement, an annual advisory fee (the "Advisory Fee") equal to 0.7 percent of the Average Invested Capital (as defined below) computed as of the last day of the Company's fiscal year up to $250,000,000, plus 0.5 percent of the Average Invested Capital exceeding $250,000,000. In addition, the Advisor shall be paid an annual incentive fee (the "Incentive Fee") consisting of a number of shares of the Company's common shares of beneficial interest ("Common Shares") with a value (determined as provided below) equal to fifteen percent 15% of the product of (i) the weighted average Common Shares of the Company outstanding on a fully diluted basis during such year and (ii) the excess if any of "FFO Per Share" (as defined below) for such year over the FFO Per Share for the preceeding year. However, in no event shall the Incentive Fee payable in respect of any year exceed $.01 multiplied by the weighted average number of Common Shares outstanding on a fully diluted basis during such year. (The Advisory Fee and Incentive Fee are hereinafter collectively referred to as the "Fees"). For purposes of this Agreement: "Average Invested Capital" of the Company shall mean the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in equity interests in and loans secured by real estate and personal property owned in connection with such real estate, before reserves for depreciation or bad debts or other similar noncash reserves, computed by taking the average of such values at the end of each month during such period. "Cash Available for Distribution to Shareholders" shall mean, for any period, the net cash flow from operations of the Company's investments for such period less preferred dividends, if any, and such amounts as the Trustees, in their sole discretion, shall determine are necessary or appropriate to discharge current debts and liabilities of the Company and to provide reasonable reserves for the payment of non-current debts and liabilities of the Company and for the operations of the Company, including reserves for replacements and capital improvements and reserves, if any, required in connection with the ownership of the Company's properties and investments. Calculation of Average Invested Capital and Cash Available for Distribution to Shareholders shall be made annually by the Company's independent certified public accountants. The Advisory Fee shall be computed and paid within thirty (30) days following the end of each fiscal month by the Company, and the Incentive Fee shall be computed and paid within thirty (30) days following the public availability of the Company's annual audited financial statements for each fiscal year. Such computations shall be based upon the Company's monthly or quarterly financial statements, as the case may be, and shall be in reasonable detail. A copy of -5- such computations shall promptly be delivered to the Advisor accompanied by payment of the Fees shown thereon to be due and payable. The payment of the aggregate annual Fees paid for any fiscal year shall be subject to adjustment as of the end of each fiscal year. On or before the 30th day after public availability of the Company's annual audited financial statements for each fiscal year, the Company shall deliver to the Advisor an Officer's Certificate (a "Certificate") reasonably acceptable to the Advisor and certified by an authorized officer of the Company setting forth (i) the Average Invested Capital and Cash Available for Distribution to Shareholders for the Company's fiscal year ended upon the immediately preceding December 31, and (ii) the Company's computation of the Fees payable for said fiscal year. If the aggregate annual Fees payable for said fiscal year as shown in such Certificate exceed the aggregate amounts previously paid with respect thereto by the Company, the Company shall include its check for such deficit and deliver the same to the Advisor with such Certificate. If the aggregate annual Fees payable for said fiscal year as shown in such Certificate are less than the aggregate amounts previously paid with respect thereto by the Company, the Company shall specify in such Certificate whether the Advisor should (i) remit to the Company its check in an amount equal to such difference or (ii) grant the Company a credit against the Fees next coming due in the amount of such difference until such amount has been fully paid or otherwise discharged. For purposes of this Agreement: "FFO Per Share" shall mean (i) the Company's consolidated net income, computed in accordance with generally accepted accounting principles, before gain or loss on sale of properties and extraordinary items, depreciation and other non-cash items, including the Company's pro rata share of the funds from operations (determined in accordance with this clause) for such year of (A) any unconsolidated subsidiary and (B) any entity for which the Company accounts by the equity method of accounting, divided by (ii) the weighted average number of Common Shares outstanding on a fully diluted basis during such year. Payment of the Incentive Fee shall be made by issuance of Common Shares of Beneficial Interest under the Company's 1992 Incentive Share Award Plan. The number of shares to be issued in payment of the Incentive Fee shall be the whole number of shares (disregarding any fraction) equal to the value of the Incentive Fee, as provided above, divided by the average closing price of the Company's Common Shares of Beneficial Interest on the New York Stock Exchange during the month of December in the year for which the computation is made. 10. Compensation for Additional Services. If, and to the extent that, the Company shall request the Advisor to render services on behalf of the Company other than those required to be rendered by the Advisor in accordance with the terms of this Advisory Agreement, such -6- additional services shall be compensated separately on terms to be agreed upon between the Advisor and the Company from time to time. 11. Expenses of the Advisor. Without regard to the compensation received by the Advisor from the Company pursuant to this Advisory Agreement, the Advisor shall bear the following expenses incurred in connection with the performance of its duties under this Advisory Agreement: (a) employment expenses of the personnel employed by the Advisor, including but not limited to, salaries, wages, payroll taxes and the cost of employee benefit plans; (b) fees and travel and other expenses paid to directors, officers and employees of the Advisor, except fees and travel and other expenses of such persons who are Trustees or officers of the Company incurred in their capacities as Trustees or officers of the Company; (c) rent, telephone, utilities, office furniture, equipment and machinery (including computers, to the extent utilized) and other office expenses of the Advisor, except to the extent such expenses relate solely to an office maintained by the Company separate from the office of the Advisor; and (d) miscellaneous administrative expenses incurred in supervising, monitoring and inspecting real property and other investments of the Company or relating to performance by the Advisor of its obligations hereunder. 12. Expenses of the Company. Except as expressly otherwise provided in this Advisory Agreement, the Company shall pay all its expenses not payable by the Advisor, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the Advisor: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company's securities, including transfer agent's , registrar's and indenture trustee's fees and charges; -7- (d) expenses of organizing, restructuring, reorganizing or terminating the Company, or of revising, amending, converting or modifying the Company's organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Advisor) and fees and travel and other expenses paid to advisors, contractors, mortgage services, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) Expenses directly connected with the acquisition, disposition or ownership of real estate interests or other property (including the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Advisor, to the extent that such expenses are to be borne by the Advisor pursuant to Section 11 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company's securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; and (k) expenses relating to any office or office facilities maintained by the Company separate from the office of the Advisor. 13. Annual Operating Expenses Limitation Requiring Refunds by the Advisor. There shall be a limitation (the "Limitation") on Operating Expenses (as defined below) of the Company for each fiscal year which shall be the lower of the following: -8- (a) the greater of (i) 2% of the Average Invested Capital of the Company for such fiscal year; and (ii) 25% of the Net Income (as defined below) of the Company for such fiscal year; or (b) the lowest of any applicable operating expense limitations that may be imposed by law or regulation in a state in which any securities of the Company are or will be qualified for sale or by a national securities exchange on which any securities of the Company are or may be listed, as such limitations may be altered from time to time. For purposes of this Advisory Agreement, "Operating Expenses" shall be calculated on the basis of the Company's annual audited financial statements and shall be deemed to mean the aggregate annual expenses regarded as ordinary operating expenses in accordance with generally accepted accounting principles (including the Fees), exclusive of the following: (i) the expenses set forth in subsections (a) through (d), inclusive, and (f) of Section 12 hereof (ii) non-cash expenditures, including provisions for depreciation, depletion, bad debt reserve and amortization; (iii) losses on the disposition of assets and provisions for such losses; (iv) options granted to the Advisor; and (v) other extraordinary charges including, without limitation, litigation costs. For purposes of this Advisory Agreement, "Net Income" for any period shall be calculated on the basis of the Company's audited financial statements and shall be deemed to mean total revenues applicable to such period, less the expenses applicable to such period, including additions to reserves for depreciation or bad debts or other similar noncash reserves, determined in accordance with generally accepted accounting principles. On or before the 30th day after public availability of the Company's annual audited financial statements for each fiscal year, the Advisor shall refund (to the extent of the aggregate Fees it has received with respect to such year) to the Company the amount, if any, by which the Operating Expenses exceeded the Limitation; provided, however, that unless such action is prohibited by laws or regulations, the Company may instead permit such refund to be effected by a reduction in the amount of the Fees to be paid by the Company during the fiscal years following the fiscal year with respect to which such refund is to be made until such time as any such refund is fully paid, and provided further that only so much of such excess need be refunded as is conclusively determined by the Trustees, including a majority of the Independent Trustees, to be unjustified. -9- 14. Limits of Advisor Responsibility. The Advisor assumes no responsibility other than to render the services described herein in good faith and shall not be responsible for any action of the Trustees in following or declining to follow any advice or recommendation of the Advisor. The Advisor, its shareholders, directors, officers, employees and Affiliates will not be liable to the Company, its shareholders, or others, except by reason of acts constituting bad faith, willful or wanton misconduct or gross negligence. The Company shall reimburse, indemnify and hold harmless the Advisor, its shareholders, directors, officers and employees and its Affiliates for and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever in respect of or arising from any acts or omissions of the Advisor undertaken in good faith and in accordance with the standard set forth above pursuant to the authority granted to it by this Advisory Agreement. 15. Other Activities of Advisor. Nothing herein shall prevent the Advisor from engaging in other activities or businesses or from acting as advisor to any other Person (including other real estate investment trusts) even though such Person has investment policies and objectives similar to those of the Company; provided, however, that the Advisor shall notify the Company in writing in the event that it does so act as an advisor to another real estate investment trust. The Advisor shall be free from any obligation to present to the Company any particular investment opportunity which comes to the Advisor. In addition, nothing herein shall prevent any stockholder or Affiliate of the Advisor from engaging in any other business or from rendering services of any kind to any other corporation, partnership or other entity (including competitive business activities). Without limiting the foregoing provisions, the Advisor agrees, upon the request of any Trustee of the Company, to disclose certain investment information concerning the Advisor or certain of its Affiliates, provided, however, that such disclosure shall be required only if it does not constitute a breach of any fiduciary duty or obligation of Advisor. Directors, officers, employees and agents of the Advisor or of its Affiliates may serve as Trustees, officers, employees, agents, nominees or signatories of the Company. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the Company. Such persons shall receive no compensation from the Company for their services to the Company in any such capacities. 16. Term, Termination. This Advisory Agreement shall continue in force and effect until December 31, 1998, and is renewable annually thereafter by the Company, if a majority of the Independent Trustees determine that the Advisor's performance has been satisfactory. Notwithstanding any other provision of this Advisory Agreement to the contrary, this Advisory Agreement, or any extension thereof, may be terminated by either party thereto upon sixty (60) days' written notice to the other party, pursuant to a majority vote of the Independent Trustees; or, in the case of a termination by the Advisor, by a majority vote of the directors of the Advisor. -10- Paragraph 19 hereof shall govern the rights, liabilities and obligations of the parties upon termination of this Advisory Agreement; and, except as provided in paragraph 20, such termination shall be without further liability of either party to the other than for breach or violation of this Agreement prior to termination. 17. Assignment. The Company may terminate this Advisory Agreement at any time in the event of its assignment by the Advisor except an assignment to a corporation, association, trust, or other successor organization which may take over the property and carry on the affairs of the Advisor; provided that, following such assignment, the persons who controlled the operations of the Advisor immediately prior to the assignment shall control the operation of the successor organization, including the performance of its duties under this Advisory Agreement, and such successor organization shall be bound by the same restrictions by which the Advisor was bound prior to such assignment. Such assignment or any other assignment of this Agreement by the Advisor shall bind the assignee hereunder in the same manner as the Advisor is bound hereunder. This Advisory Agreement shall not be assignable by the Company without the prior written consent of the Advisor, except in the case of any assignment by the Company to a corporation or other organization which is the successor to the Company, in which case such successor shall be bound hereby and by the terms of said assignment in the same manner and to the same extent as the Company is bound hereby. 18. Default, Bankruptcy, Etc. of the Advisor. At the sole option of the Company, this Advisory Agreement may be terminated immediately upon written notice of such termination from the Trustees to the Advisor if any of the following events shall have occurred: (a) the Advisor shall have violated any provision of this Advisory Agreement and, after written notice from the Trustees of such violation, shall have failed to cure such default within thirty (30) days; (b) a petition shall have been filed against the Advisor for an involuntary proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, and such petition shall not have been dismissed within ninety (90) days of filing; or a court having jurisdiction shall have appointed a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Advisor for any substantial portion of its property, or ordered the winding up or liquidation of its affairs, and such appointment or order shall not have been rescinded or vacated within ninety (90) days of such appointment or order; or (c) the Advisor shall have commenced a voluntary proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall have made any general assignment for the benefit of creditors, or shall have failed generally to pay its debts as they became due. -11- The Advisor agrees that, if any of the events specified in Paragraphs (b) or (c) of this Section 18 shall occur, it will give written notice thereof to the Trustees within seven (7) days following the occurrence of such event. 19. Action Upon Termination. From and after the effective date of any termination of this Agreement pursuant to Sections 16, 17 and 18 hereof, the Advisor shall be entitled to no compensation for services rendered hereunder for the then-current term of this Agreement, but shall be paid, on a pro rata basis, all compensation due for services performed prior to such termination (reduced by the amount, if any, of the Fees to be refunded by the Advisor pursuant to Section 13 hereof, which section shall apply pro rata to the applicable portion of the fiscal year in which termination occurs in the event of a termination occurring at other than the end of the Company's fiscal year). Upon such termination, the Advisor immediately shall: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Advisory Agreement, after deducting therefrom any accrued Fees (reduced by amounts owed by the Advisor to the Company pursuant to the last paragraph of Section 13 hereof) and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustee a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The amount of Fees paid to the Advisor upon termination shall be subject to adjustment pursuant to the following mechanism. On or before the 30th day after public availability of the Company's annual audited financial statements for the fiscal year in which termination occurs, the Company shall deliver to the Advisor a Certificate reasonably acceptable to the Advisor and certified by an authorized officer of the Company setting forth (i) the Average Invested Real Estate Assets and Cash Available for Distribution to Shareholders for the Company's fiscal year ended upon the immediately preceding December 31, and (ii) the Company's computation of the Fees payable upon the date of termination (reduced by the aggregate amount of any excess expenses to be refunded pursuant to Section 13 hereof, which Section shall apply to the applicable portion of the fiscal year in which termination occurs in the event of a termination occurring at other than the end of the Company's fiscal year). If the annual Fees owed upon termination as shown in such Certificate exceed the Fees paid by the Company upon termination, the Company shall include its check for such deficit and deliver the same to the Advisor with such Certificate. -12- If the annual Fees owed upon termination as shown in such Certificate are less than the Fees paid by the Company upon termination, the Advisor shall remit to the Company its check in an amount equal to such difference. 20. Trustee Action. Wherever action on the part of the Trustees is contemplated by this Agreement, action by a majority of the Trustees, including a majority of the Independent Trustees, shall constitute the action provided for herein. 21. TRUSTEES AND SHAREHOLDERS NOT LIABLE. THE DECLARATION OF TRUST OF THE COMPANY, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS, IS DULY FILED IN THE OFFICE OF THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND PROVIDES THAT THE NAME HEALTH AND RETIREMENT PROPERTIES TRUST REFERS TO THE TRUSTEES COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY. NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE COMPANY. ALL PERSONS DEALING WITH THE COMPANY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. 22. Notices. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is accepted by the party to whom it is given, and shall be given by being delivered at the following addresses to the parties hereto: If to the Company: Health and Retirement Properties Trust 400 Centre Street Newton, Massachusetts 02158 Attention: President If to the Advisor: REIT Management & Research, Inc. 400 Centre Street Newton, Massachusetts 02158 Attention: President Such notice shall be effective upon its receipt by the party to whom it is directed. Either party hereto may at any time give notice to the other party in writing of a change of its address for purposes of this paragraph 22. -13- 23. Amendments. The Advisory Agreement shall not be amended, changed, modified, terminated, or discharged in whole or in part except by an instrument in writing signed by each of the parties hereto, or by their respective successors or assigns, or otherwise as provided herein. 24. Successors and Assigns. This Advisory Agreement shall be binding upon any successors or permitted assigns of the parties hereto as provided herein. 25. Governing Law. The provisions of this Advisory Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts. 26. Captions. The captions included herein have been inserted for ease of reference only and shall not be construed to affect the meaning, construction or effect of this Advisory Agreement. 27. Entire Agreement. This Advisory Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes and cancels any pre-existing agreements with respect to such subject matter. 28. Attorneys' Fees. If any legal action is brought for the enforcement of this Advisory Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Advisory Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action in addition to any other relief to which it or they may be entitled. IN WITNESS WHEREOF, the parties hereto have caused this Advisory Agreement to be executed by their duly authorized officers, under seal, as of the day and year first above written. ATTEST: HEALTH AND RETIREMENT PROPERTIES TRUST /s/__________________________ By: /s/ Ajay Saini Its: ATTEST: REIT MANAGEMENT & RESEARCH, INC. /s/__________________________ By: /s/ John G. Murray Its: -14- EX-10.2 3 EXHIBIT 10.2 MASTER MANAGEMENT AGREEMENT THIS MASTER MANAGEMENT AGREEMENT (this "Agreement") is made and entered into as of the 31st day of December, 1997 and effective as of the Effective Date (as defined below), by and among M&P Partners Limited Partnership, a Massachusetts limited partnership ("Managing Agent"), and the parties identified on the signature page of this Agreement as Owners (each, an "Owner" and, "collectively, "Owners"). W I T N E S S E T H : WHEREAS, Owners are the owners of those premises described on Exhibit A, attached hereto and made a part hereof (collectively, the "Managed Premises"); and WHEREAS, Owners desire to retain Managing Agent, and Managing Agent is willing to serve, as managing agent with respect to the Managed Premises, all upon the terms and subject to the conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premises and the agreements herein contained, Owners and Managing Agent hereby agree as follows: 1. Engagement. Subject to the terms and conditions hereinafter set forth, Owners hereby employ Managing Agent with respect to the Managed Premises. Managing Agent hereby accepts such employment as managing agent and agrees to devote such time, attention and effort as may be appropriate to operate and manage the Managed Premises in a diligent, orderly and efficient manner. Managing Agent may, with Owners' consent, subcontract out some or all of its obligations hereunder to third party managers; provided, however, that, in any such event, Managing Agent shall be and remain primarily liable to Owners for performance hereunder. 2. General Parameters. Any or all services may be performed or goods purchased by Managing Agent under arrangements jointly with or for other properties owned or managed by Managing Agent and the costs shall be reasonably apportioned. Managing Agent may employ personnel who are assigned to work exclusively at the Managed Premises or partly at the Managed Premises and other buildings owned and/or managed by Managing Agent. Wages, benefits and other related costs of centralized accounting personnel and employees employed by Managing Agent and assigned to work exclusively or partly at the Managed Premises shall be fairly apportioned and reimbursed, pro rata, by Owners in addition to the Fee and Construction Supervision Fee (as defined in Section 5). -2- 3. Duties. Without limitation, Managing Agent agrees to perform the following specific duties: (a) To seek tenants for the Managed Premises in accordance with the rental schedule established by the applicable Owner and to negotiate leases including renewals thereof and to lease in the applicable Owner's name space on a lease form approved by such Owner, only to tenants, at rentals, and for periods of occupancy all as are approved in each case by the applicable Owner. To employ appropriate means in order that the availability of rental space is made known to potential tenants; provided, however, that such means shall not include the employment of brokers unless otherwise agreed by the applicable Owner. The legal expenses of negotiating such leases and leasing such space shall be approved and paid by the applicable Owner. (b) To collect all rents and other income from the Managed Premises and to give receipts therefor, both on behalf of Owners, and deposit such funds in such banks and such accounts as are named, from time to time, by Owners, in agency accounts for and under the name of Owners. Managing Agent shall be empowered to sign disbursement checks on these accounts. (c) To make contracts for and to supervise any repairs and/or alterations to the Managed Premises, including tenant improvements and decoration of rental space, as may be approved by the applicable Owner. (d) For Owners' account and at its expense, to hire, supervise and discharge employees as required for the efficient operation and maintenance of the Managed Premises. (e) To obtain, at Owners' expense, appropriate insurance for the Managed Premises protecting Owners and Managing Agent while acting on behalf of Owners against all normally insurable risks relating to the Managed Premises and complying with the requirements of Owners' mortgagee, if any, and, upon approval thereof, to cause the same to be provided and maintained by all tenants with respect to the Managed Premises to the extent required by the terms of such tenants' leases. (f) To promptly notify the applicable Owner and its insurance carriers, as required by the applicable policies, of any casualty or injury to person or property at the Managed Premises, and complete customary reports in connection therewith. (g) To procure seasonably all supplies and other materials necessary for the proper operation of the Managed Premises, at Owners' expense. (h) To pay promptly from rental receipts, other income derived from the Managed Premises, or other monies made available by Owners for such purpose, all costs incurred in -3- the operation of the Managed Premises which are expenses of Owners hereunder, including wages or other payments for services rendered, invoices for supplies or other items furnished in relation to the Managed Premises, and pay over forthwith the balance of such rental receipts, income and monies to Owners or as Owners shall from time to time direct. (In the event that the sum of the expenses to operate and the compensation due the Managing Agent exceed gross receipts in any month and no excess funds from prior months are available for payment of such excess, Owners shall pay promptly the amount of the deficiency thereof to Managing Agent upon receipt of statements therefor.) (i) To advise Owners promptly of any material developments in the operation of the Managed Premises that might affect the profitable operation of the Managed Premises. (j) To establish, in Owners' name and with Owners' approval, reasonable rules and regulations for tenants of the Managed Premises. (k) At the direction of the applicable Owner and with counsel selected by such Owner, to institute or defend, as the case may be, any and all legal actions or proceedings (in the name of such Owner if necessary) relating to operation of the Managed Premises. (l) To maintain the books and records of Owners reflecting the management and operation of the Managed Premises, making available for reasonable inspection and examination by Owners or its representatives, all books, records and other financial data relating to the Managed Premises. (m) To prepare and deliver seasonably to tenants of the Managed Premises such statements of expenses or other information as shall be required on the landlord's part to be delivered to such tenants for computation of rent, additional rent, or any other reason. (n) To aid, assist and cooperate with Owners in matters relating to taxes and assessments and insurance loss adjustments, notify the Owners of any tax increase or special assessments relating to the Managed Premises and, with Owners' approval, to enter into contracts for tax abatements services. (o) To provide such emergency services as may be required for the efficient management and operation of the Managed Premises on a 24-hour basis. (p) To enter into contracts for utilities (including, without limitation, water, fuel, electricity and telephone) and for building services (including, without limitation, cleaning of windows, common areas and tenant space, ash, rubbish and garbage hauling, snow plowing, landscaping, -4- carpet cleaning and vermin extermination), and for other services as are appropriate to first class office space. (q) To seek the lowest competitive price commensurate with desired quality for all items purchased or services contracted by it under this Agreement. (r) To take such action generally consistent with the provisions of this Agreement, as Owners might with respect to the Managed Premises if personally present. 4. Authority. Owners give to Managing Agent the authority and powers to perform the foregoing duties on behalf of Owners subject, however, to Owners' approval as specified. Owners further authorize Managing Agent to incur such reasonable expenses, specifically contemplated in Section 2, on behalf of Owners as are necessary in the performance of those duties. 5. Special Authority of Agent. In addition to, and not in limitation of, the duties and authority of Managing Agent contained herein, Managing Agent shall perform the following duties, but only with Owners' prior approval in each case: (a) Terminate tenancies and sign and serve in the name of Owners such notices therefor as may be required for the proper management of the Managed Premises. (b) With counsel selected by Owners, and at Owners' expense, institute and prosecute actions to evict tenants and recover possession of rental space, and recover rents and other sums due; and when expedient, settle, compromise and release such actions or suits or reinstate such tenancies. 6. Compensation. (a) In consideration of the services to be rendered by the Managing Agent hereunder, Owners agree to pay and the Managing Agent agrees to accept as its sole compensation (i) a management fee (the "Fee") equal to three percent (3%) of the gross collected rents actually received by Owners from the Managed Premises, such gross rents to include all fixed rents, percentage rents, additional rents, operating expense and tax escalations, and any other charges paid to Owners in connection with occupancy of the Managed Premises, but excluding any amounts collected from tenants to reimburse Owners for the cost of capital improvements or for expenses incurred in curing any tenant default or in enforcing any remedy against any tenant; and (ii) a construction supervision fee (the "Construction Fee") in connection with all interior and exterior construction renovation or repair activities at the Managed Premises, including, without limitation, all tenant and capital improvements in, on or about the Managed Premises, undertaken during the term of this Agreement, other than ordinary maintenance and repair, equal to five percent (5%) of the cost of such construction -5- which shall include the costs of all related professional services and the cost of general conditions. (b) The Fee shall be due and payable monthly, in arrears based on a reasonable annual estimate or budget with an annual reconciliation within thirty (30) days after the end of each calendar year. The Construction Fee shall be due and payable periodically, as agreed by Managing Agent and Owners, based on actual costs incurred to date. (c) Notwithstanding anything herein to the contrary, Owners shall reimburse Managing Agent for reasonable travel expenses incurred when traveling to and from the Managed Premises while performing its duties in accordance with this Agreement; provided, however, that, reasonable travel expenses shall not include expenses incurred for travel to and from the Managed Premises by personnel assigned to work exclusively at the Premises. (d) Managing Agent shall also receive the amount of any lump sum reimbursables paid by tenants of the Managed Premises to the extent amounts paid exceed costs incurred by Owners for work performed with respect thereto. (e) Managing Agent shall be entitled to no other additional compensation, whether in the form of commission, bonus or the like for its services under this Agreement. Except as otherwise specifically provided herein with respect to payment by Owners of legal fees, accounting fees, salaries, wages, fees and charges of parties hired by the Managing Agent on behalf of Owners to perform operating and maintenance functions in the Managed Premises, and the like, if Managing Agent hires third parties to perform services required to be performed hereunder by Managing Agent without additional charge to Owners, Managing Agent shall (except to the extent the same are reasonably attributable to an emergency at the Managed Premises) be responsible for the charges of such third parties. Managing Agent shall not, however, hire any third party without Owners' prior written consent, which consent shall not be unreasonably withheld. In addition, Managing Agent shall, at its expense, assume Owners' obligations under the contracts and agreements listed as Exhibit B, attached hereto and made a part hereof. 7. Contracts. Managing Agent shall not, without the prior consent of Owners, enter into any contracts on behalf of Owners which extend beyond the then current term of this Agreement. 8. Term of Agreement. The term of this Agreement shall begin on the date hereof and, unless sooner terminated as herein provided, shall end on that date which is thirty (30) days following written notice of termination given by either Owners or Managing Agent to the other. This Agreement may be terminated with respect to less than all of the properties comprising the Managed Premises. -6- 9. Termination or Expiration. Upon termination or expiration of this Agreement with respect to any of the Managed Premises for any reason whatsoever, Managing Agent shall promptly turn over to Owners all books, papers, funds, records, keys and other items relating to the management and operation of such Managed Premises, including, without limitation, all leases in the possession of the Managing Agent and shall render to Owners a final accounting with respect thereto through the date of termination. 10. Assignment of Rights and Obligations. (a) Without Owners' prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. (b) Owners, without Managing Agent's consent, may assign its rights and obligations hereunder to any mortgagee with respect to, or successor Owners of, the Managed Premises, but not otherwise. (c) Consistent with the foregoing paragraphs (a) and (b), the terms "Owners" and "Managing Agent" as used in this Agreement shall mean the original parties hereto and their respective mortgagees, successors, assigns, heirs and legal representatives. 11. Fidelity Bond. Owners, at Owners' expense, may require that employees of Managing Agent who handle or are responsible for Owners' money to be bonded by a fidelity bond in an amount sufficient in Owners' determination to cover any loss which may occur in the management and operation of the Managed Premises or that Managing Agent obtain a fiduciary policy of insurance. 12. Indemnification and Insurance. (a) Owners agree to defend, indemnify and hold harmless Managing Agent from and against all costs, claims, expenses and liabilities (including reasonable attorneys' fees) arising out of Managing Agent's performance of its duties in accordance with this Agreement including, without limitation, injury or damage to persons or property occurring in, on or about the Managed Premises and violations or alleged violations of any law, ordinance, regulation or order of any governmental authority regarding the Managed Premises except any injury, damage or violation resulting from Managing Agent's default hereunder, or from Managing Agent's fraud, gross negligence or willful misconduct in the performance of its duties hereunder. (b) Owners agrees that required insurance shall include, at Owners' expense, public liability and workmen's -7- compensation insurance upon the following terms and conditions: (i) policies shall be so written as to protect the Managing Agent in the manner and to the same extent as Owners. (ii) Workmen's compensation policies shall be written to comply with applicable legal requirements. (iii) The public liability insurance shall be written in limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and Five Hundred Thousand Dollars ($500,000) per occurrence for property damage. (iv) Such public liability insurance shall include the standard extensions of liability coverage as may be mutually agreed upon from time to time, and shall name both parties and their respective employees as additional insureds. 13. Notices. Whenever notice is to be sent pursuant to this Agreement to either party to this Agreement, it is expressly understood that same shall be sent postage prepaid, certified mail, return receipt requested to either party at 400 Centre Street, Newton, Massachusetts 02158, or to any such address that either party may hereinafter designate. 14. Limitation of Liability. (a) No partner of Owners or Managing Agent shall be personally liable hereunder, all such liability being limited in the case of Owners to the interest of Owners in the Managed Premises and in the case of Managing Agent, to its interest hereunder. (b) The Declarations of Trust establishing some Owners, a copy of which, together with all amendments thereto (the "Declarations"), is duly filed with the Department of Assessments and Taxation of the State of Maryland, provides that the names of such Owners refers to the trustees under such Declarations collectively as trustees, but not individually or personally, and that no trustee, officer, shareholder, employee or agent of such Owners shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, such Owners. All persons dealing with such Owners, in any way, shall look only to the respective assets of such Owners for the payment of any sum or the performance of any obligation of such Owners. In any event, all liability of such Owners hereunder is limited to the interest of such Owners in the Managed Premises and, in the case of Managing Agent, to its interest hereunder. (c) It is the intention of the parties hereto that each Owner be liable hereunder only with respect to the -8- Managed Premises owned by such Owner and that each Owner be solely responsible for liabilities incurred with respect only to its properties and receive all income therefrom. 15. Modification of Agreement. This Agreement may not be modified, altered or amended in manner except by an amendment in writing, duly executed by the parties hereto. Additional properties may be added to the scope of this Agreement by substituting for Exhibit A to this Agreement a revised Exhibit A including such property or properties, provided that such replacement Exhibit A shall be initialed by Owners and Managing Agent. 16. Independent Contractor. This Agreement is not one of general agency by Managing Agent for Owners, but one with Managing Agent engaged as an independent contractor. Nothing in this Agreement is intended to create a joint venture, partnership, tenancy-in-common or other similar relationship between Owners and Managing Agent for any purposes whatsoever. 17. Law Governing. This Agreement shall be governed by and in accordance with the laws of The Commonwealth of Massachusetts. 18. Amendment and Restatement. It is the intention of the parties hereto that this Agreement amend and restate in their entirety any existing management agreements between Managing Agent and Owners with respect to the Managed Premises. The "Effective Date" of this Agreement shall be the later to occur of January 1, 1997 and the date of the management agreement being amended and restated. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as a sealed instrument as of the date above first written. MANAGING AGENT: M&P PARTNERS LIMITED PARTNERSHIP By: HRPT Advisors, Inc., its general partner By: /s/ Its (Vice) President OWNERS: TRUSTEES OF HARVARD STREET REALTY TRUST By: /s/ David J. Hegarty As Trustee and not individually -9- HUB PROPERTIES TRUST By: /s/ David J. Hegarty Its President HRPT MEDICAL BUILDING REALTY TRUST By: /s/ David J. Hegarty As Trustee and not individually CAUSEWAY HOLDINGS, INC. By: /s/ David J. Hegarty Its President HUB LA LIMITED PARTNERSHIP By: HUB LA Properties Trust, its general partner By: /s/ David J. Hegarty Its President HUB REALTY FUNDING, INC. By: /s/ David J. Hegarty Its President HUB REALTY RICHLAND, INC. By: /s/ David J. Hegarty Its President HUB REALTY IV, INC. By: /s/ David J. Hegarty Its President -10- HUB REALTY III, INC. By: /s/ David J. Hegarty Its President HUB REALTY COLLEGE PARK, I, LLC By: HUB Management, Inc. By: /s/ David J. Hegarty Its President HUB REALTY KANSAS CITY, INC. By: /s/ David J. Hegarty Its President HUB REALTY BUFFALO, INC. By: /s/ David J. Hegarty Its President HUB REALTY SAN DIEGO I, INC. By: /s/ David J. Hegarty Its President EPA GOLDEN, L.P. By: Hub Realty Golden, Inc., general partner By: /s/ David J. Hegarty Its President HUB ACQUISITION TRUST By: /s/ David J. Hegarty Its President
Exhibit A - page 1 of 2 Managed Premises Owner (abbr.) Property Address 47 Hvd.St.Rlty Tr. 47 Harvard Street Westwood MA Hub Prop Tr Sorrento Valley, 5555, 5601, 5626 San Diego CA Hub Prop Tr Torrey Pines, 3030-50 Science Park San Diego CA Hub Prop Tr Fair Oaks Fairfax VA Hub Prop Tr 145 University Avenue Westwood MA Hub Prop Tr 1145 19th Street Washington DC HRPT Med Bldg Rt 1295 Boylston Street Boston MA Causeway Hldgs Inc 251 Causeway Street Boston MA HRPT Med Bldg Rt 109 Brookline Avenue Boston MA Hub Prop Tr 443 Gulph Road King of Prussia PA Hub Prop Tr 515 Penn Ave Ft. Washington PA Hub Prop Tr 525 Virginia Drive Ft. Washington PA Hub Prop Tr 1035 Virginia Drive Ft. Washington PA Hub Prop Tr 723 Drescher Road Horsham PA Hub Prop Tr 7 W.34th St NY NY Hub Prop Tr One Franklin Plaza Philadelphia PA Hub Prop Tr (*) 830 E. Potomac Circle Aurora CO Hub Prop Tr 100 South Charles St, Tower II Baltimore MD Hub RI Props Tr (*) 701 George Washington Hw. Lincoln RI Hub Prop Tr 710N/230S Euclid & 1085 N Anaheim CA Harbor Hub Prop Tr 6300 Bridgeport Parkway Austin TX Hub Prop Tr 2141 K. Street, N.W. Washington DC HUB LA LP Cedar Sinai I Los Angeles CA HUG LA LP Cedar Sinai II Los Angeles CA (*) Accounting wage allocations only Exhibit A - page 2 of 2 Manage Premises H.R. Fndg Inc 15 Twelfth Street Petersburg AK H.R. Fndg Inc 8900 Lakes at 610 Business Park Houston TX H.R. Fndg Inc 711 14th Avenue Safford AZ H.R. Fndg Inc 220 E. Bryan Street Savannah GA H.R. Fndg Inc 435 Montano Boulevard Albuquerque NM H.R. Richland Inc 2420 & 2430 Stevens Center Place Richland WA H.R.IV, Inc 2029 Stonewall Jackson Drive Falling Waters WV H.R.III,Inc 55 North Robinson Oklahoma City OK H.R.Collg Pk I, LLC 4700 River Road Riverdale MD Hub Realty KC, Inc 4241 N.E. 34th Street Kansas City MO H.R. Fndg Inc 9797 Aero Drive San Diego CA H.R. Fndg Inc 5353 North Yellowstone Drive Cheyenne WY H.R. S.Diego I, Inc 4560 Viewridge Drive San Diego CA H.R. Fndg Inc 1474 Rodeo Road Santa Fe NM H.Grp LLC 4181 Ruffin Road San Diego CA H.R. Fndg Inc 820 West Diamond Avenue Gaithersburg MD H.R. Fndg Inc 20400 Century Boulevard Germantown MD H.R. Fndg Inc 6710 Oxon Hill Drive Oxon Hill MD H.R. Buffalo, Inc 138 Delaware Avenue Buffalo NY H.R. Fndg Inc 5600 Columbia Pike Falls Church VA H.R. Fndg Inc 20 Massachusetts Avenue Washington DC H.R. Fndg Inc 625 Indiana Avenue Washington DC H.R. Fndg Inc 400 State Avenue Kansas City KS H.R. Fndg Inc 201 Indianola Avenue Phoenix AZ H.R. Fndg Inc 3285 E. Hemisphere Loop Tuscon AZ H.R. Fndg Inc 5051 Rodeo Road Los Angeles CA H.R. Fndg Inc 701 Clay Ave Waco Tx H.R. Fndg Inc 16194 West 45th Street Golden CO
Initials: Owners: /s/ DJH Agent: /s/ NL Exhibit B Assumed Contracts Property Management Agreement, dated as of June 16, 1994, between GovProp Funding, L.P. and Rosecliff Realty Inc., as amended. Property Management Agreement, dated as of February 7, 1995, between Rosecliff Realty Richland Inc. and Rosecliff Realty Inc. (Richland, WA). Property Management Agreement, dated as of July 27, 1995, between Rosecliff Realty College Park I, LLC and Rosecliff Realty Inc. Property Management Agreement, dates as of October 13, 1995, between Rosecliff Realty Kansas City, Inc., and Rosecliff Realty Inc. (Kansas City, MO). Property Management Agreement, dated as of September 7, 1995, between Rosecliff Realty III, Inc. and Rosecliff Realty Inc. (Oklahoma City, OK). Property Management agreement dated as of September 7, 1995, between Rosecliff Realty IV, Inc. and Rosecliff Realty Inc. (Falling Waters, WV). Property Management Agreement, dated as of March 13, 1996, between Rosecliff Realty Buffalo, Inc. and Rosecliff Realty Inc. (Buffalo, NY). Property Management Agreement, dated as of December 23, 1995, between Roseview San Diego Limited Partnership and Rosecliff Realty Inc. (San Diego, CA (DEA)), as amended. Property Management Agreement, dated as of July 19, 1996 between Rose Group LLC and Rosecliff Realty Inc. (San Diego, CA (DFAS)). Development & Management agreement, dated as of August 22, 1996, between Imperial Industrial Group and Rose Group LLC (San Diego, CA (DFAS)). EX-23.1 4 Exhibit 23.1 Consent of Independent Accountants We consent to the reference to our firm under the caption "Experts" in the Prospectus Supplement to the Registration Statement on Form S-3 of Health and Retirement Properties Trust (file no. 333-26887) with respect to the historical statement of gross income and direct operating expenses of Bridgepoint Square for the year ended December 31, 1996 included in Health and Retirement Properties Trust's Current Report on Form 8-K dated December 5, 1997, as amended. Price Waterhouse LLP February 11, 1998 EX-23.2 5 Exhibit 23.2 Consent of Independent Accountants We consent to the use of our report dated December 11, 1997 incorporated by reference in this Prospectus Supplement to the Registration Statement (File No. 333-26887) of Health and Retirement Properties Trust on Form S-3, with respect to the statement of revenues and certain expenses of Franklin Office Associates for the year ended December 31, 1996, and to the reference to our firm under the heading "Experts" in the Prospectus Supplement. KPMG Peat Marwick LLP Hartford, Connecticut February 10, 1998 EX-23.3 6 Exhibit 23.3 Consent of Independent Accountants We consent to incorporation by reference in the Prospectus Supplement to the Registration Statement (File No. 333-26887) of Health and Retirement Properties Trust on Form S-3 of our report dated April 9, 1997, on the Statement of Revenues and Certain Expenses of Seven West Associates, LLC for the period January 28, 1996 through January 25, 1997 included in Health and Retirement Properties Trust's Current Report on Form 8-K dated October 1, 1997, as amended and to the reference to us under the heading "Experts" in the Prospectus which is a part of the Registration Statement. DELOITTE & TOUCHE LLP New York, New York February 11, 1998 EX-23.4 7 Exhibit 23.4 Consent of Independent Accountants We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus Supplement of Health and Retirement Properties Trust and to the incorporation by reference therein of our report dated September 12, 1997, with respect to the Historical Summary of Gross Income and Direct Operating Expenses of two medical office buildings and two parking structures owned by Wright-Carlyle Partners for the year ended December 31, 1996 included in Health and Retirement Properties Trust's Current Report on Form 8-K dated October 1, 1997, as amended, filed with the Securities and Exchange Commission. Ernst & Young LLP Boston, Massachusetts February 12, 1998 -----END PRIVACY-ENHANCED MESSAGE-----