Terms and Conditions of Association of Real Estate Fund’s (‘‘AREF’’) Membership (the “Terms”)


1.    Application of Terms 

  • 1.1  Below are the key Terms of a membership with AREF (also referred to as the ‘‘Membership’’). Please read carefully before applying to become a member (referred to as a ‘‘Member’’ or ‘‘you’’ or “your” herein). 
     
  • 1.2  These Terms should be read alongside AREF’s Articles of Association; a copy of which is available from AREF on request.
     
  • 1.3  Unless otherwise expressly provided in these Terms, capitalised terms used but not defined herein shall have the meaning given to them in AREF’s Articles of Association.
     
  • 1.4  By submitting your Membership application form you acknowledge and agree that upon AREF’s Board (the ‘‘Board’’) confirmation of your admission as a Member, you become subject to these Terms which shall continue to apply until your resignation becomes effective or your Membership is terminated or suspended in accordance with these Terms and the Articles of Association.
     

2.    Types of Members

  • 2.1  A Fund Member is a fund represented by:
    (i) a manager;
    (ii) a trustee; or
    (iii) another representative or appointee,
    from any supervisory or management committee of a Real Estate Fund.
    A Fund Member is expected to abide by AREF’s Charter (link)
     
  • 2.2    An Associate Member is any person who is:
    (i) a real estate investment manager; and
    (ii) not already associated with a Fund Member.
     
  • 2.3    An Affiliate Member is any organisation that forms part of the real estate funds industry including, but not limited to, consultants, lawyers, accountants, surveyors, third party administrators and other providers whose business includes the provision of facilities and/or services to a Fund or Associate Member and is neither a Party Eligible to be a Fund Member or Associate Member.

3.    Membership

  • 3.1  An application for Membership should be made in writing by completing a Membership application form or any other information as requested by the Board.
     
  • 3.2  If the Board in its absolute discretion declines your Membership application, you are entitled to make a request to the Board to reconsider their decision. More details on this process can be found in AREF’s Articles of Association.
     
  • 3.3  Membership of AREF is not transferable.

4.    Rights of Members

  • 4.1  For so long as there are at least 5 Fund Members of the Company, the Affiliate and Associate Members shall have no right to vote at any general meeting of the Company. Notwithstanding the foregoing, Affiliate and Associate Members shall have the right to receive notice of and attend general meetings of the Company.
     
  • 4.2  If you are not a Fund Member, and at any time there are less than 5 Fund Members, you shall have the right to participate in the quorum, vote on any resolution, or pass a Members’ resolution as if they were Fund Members.

5.   Membership Fees and Payment

  • 5.1  You shall pay such fees and subscriptions to AREF as notified by the Board to you.
     
  • 5.2  Different amounts or rates may be prescribed by the Board, and such amounts or rates last only for the period that AREF agrees with you.  
     
  • 5.3  All fees are exclusive of Value Added Tax (where applicable) unless stated otherwise. 
     
  • 5.4  If you fail to pay any amount payable, AREF may charge you interest, at the rate of [.] % per annum above base rate for the time being of Bank of England, on the overdue amount. AREF also retains the right to cancel your Membership for failure to pay the Membership fees.

6.    Warranties

  • 6.1  You warrant that you have full capacity and authority to enter into these Terms.
     
  • 6.2  You warrant that all information that you have provided to AREF is true, accurate and not misleading in any way.
     
  • 6.3  You warrant that you comply at all times with any applicable law and regulations as applicable to these Terms.

7.    Resignation, Termination and Suspension

  • 7.1  Subject to the requirements within AREF’s Articles of Association, you may resign by giving a notice of resignation to AREF. A notice of resignation shall not take effect without the agreement of AREF’s Board and until you have satisfied all your outstanding obligations to AREF, and subject thereto shall take effect one month from the date of receipt of such notice.
     
  • 7.2  If AREF receives your notice of resignation after thirty clear days following the end of the Subscription Year, you shall be liable to pay your full year’s membership fees unless a written agreement is reached with AREF to the contrary. 
     
  • 7.3  If you have already made payment for the full year’s membership fees and AREF receives your notice of resignation after thirty clear days following the end of the Subscription Year, a refund will not be issued unless a written agreement is reached with AREF to the contrary. In any case, 
     
  • 7.4  You may be removed, revoked, or rejected from an existing Membership by a resolution of the Board on one or more of the following grounds, if a Member:
    • 7.4.1    ceases to exist;
    • 7.4.2    has gone into liquidation or, in the case of a partnership, is dissolved (otherwise than only on the death or retirement of a partner) or enters into any arrangements for the benefit of its creditors generally;
    • 7.4.3    has an administrative receiver, administrator or similar officer is appointed over the undertaking and assets (or any material part of them) of a Member and is not discharged within thirty days;
    • 7.4.4    has ceased to satisfy the conditions of eligibility for Membership of the AREF; 
    • 7.4.5    has acted in a way likely to damage the real estate funds industry or to bring AREF into disrepute;
    • 7.4.6    fails to comply with any notice given under AREF’s Articles of Association;
    • 7.4.7    carries out a conduct or action which is inconsistent with the objectives as set out in the Articles of Association; or
    • 7.4.8    breaches the terms of the Articles of Association.
       
  • 7.5  A Member who has been served with a copy of a resolution terminating or suspending their Membership or censuring them shall be entitled within 14 days of receipt thereof to appeal to the Board to reconsider such resolution.

8.    Consequences of Termination

  • 8.1  A Member suspended from Membership shall for the duration of their suspension: (i) continue to be bound as a Member by the obligations of Membership; and (ii) cease to be entitled to exercise any right of Membership except a right to make representations or to appeal against their suspension. Termination of Membership will not affect the liability of the Member concerned in respect of any matters arising prior to the date such termination becomes effective.
     
  • 8.2  If your Membership is terminated or suspended during a  Subscription Year, you shall remain liable for their full year's Membership fees, including any instalments not yet called or paid, or as otherwise agreed with AREF.  

9.    AREF’s rights and obligations

  • 9.1  AREF will maintain and keep the following information of a Member: the name and address or registered office, name of the real estate fund, and the date the Member entered in the register as a Member, including the date it ceased to be a Member.
     
  • 9.2  AREF undertakes to keep confidential information provided by a Member under the Articles of Association, except as stated in AREF’s Articles of Association or if such information is public. Notwithstanding this, AREF may use information for the purposes of compiling and publishing industry statistics, and industry analysis.
     

10.    Indemnity

You agree to, at all times to indemnify AREF and keep AREF indemnified against all losses, damages, costs, claims, charges, demands or expenses and other liabilities (including reasonable legal and professional fees) suffered, incurred, made against AREF or agreed to be paid by AREF arising directly or indirectly from your breach of any of these Terms or any breach of AREF’s Articles of Association.
 

11.    Force Majeure

AREF shall not be liable for any losses, damages, costs, claims, liabilities, charges, demands and expenses caused directly or indirectly by, or in connection with, any failure or delay in performing any of its obligations, and any such failure or delay in performing its obligations will not constitute a breach of these Terms, if and to the extent that such failure or delay is due to an event of Force Majeure and AREF shall be entitled to a reasonable extension of time for performing such obligations. “Force Majeure” means any event preventing AREF from performing any or all of its obligations under these Terms which arises from or is attributable to acts, events, omissions or accidents beyond AREF’s reasonable control, including, without limitation, nationalisation, expropriation or other governmental actions; any change of law or regulation; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry (including changes in market rules); postal or other strikes, lock-outs or other industrial disputes (whether involving the workforce or of any other party), act of terrorism or of God, pandemic, fire, flood, storm, war, riot, civil commotion, malicious damage; failure or breakdown in communications, computer facilities or software; default of suppliers or sub-contractors; and the failure of any third party for any reason to perform its obligations.
 

12.    Severance

If any of these Terms is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision shall, to the extent required, be severed and shall be ineffective without, as far as is possible, modifying any part of these Terms and this shall not affect any other provision of herein, which shall remain in full force and effect.
 

13.    Third Party Rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
 

14.    Governing laws and jurisdiction 

These Terms are governed by, and shall be construed in accordance with, the laws of England and Wales and the English courts shall have exclusive jurisdiction to determine any dispute, controversy, suit, action, proceedings or claim of whatever nature arising out of or in any way in connection with these Terms (“Proceedings”). You agree to waive any objection to any such Proceedings in such courts on the grounds of venue, waive any claim that Proceedings brought in such courts have been brought in an inappropriate or inconvenient forum and further waive the right to object, with respect to such Proceedings, that such courts do not have any jurisdiction over such party.

 

For any queries on these terms, please email us at: [email protected].