EXHIBIT
10.13


 


HARTMAN
COMMERCIAL PROPERTIES REIT


 


Up to 11,000,000 Common Shares
of Beneficial Interest


 


DEALER
MANAGER AGREEMENT


 


August 31, 2004


 


D.H. Hill Securties, LLP


19747 Hwy 59 North, Suite 101


Humble, Texas 
77338


Attention: Dan H. Hill


 


Ladies and Gentlemen:


 


Hartman Commercial Properties REIT, a Maryland real estate investment
trust (the “Company”), is registering for public sale a maximum of 11,000,000
common shares of beneficial interest (the “Shares” or the “Stock”), $0.001 par
value per share (the “Offering”), to be issued and sold for $10.00 per share at
an aggregate purchase price of $109,500,000 (10,000,000 Shares to be offered to
the public and 1,000,000 Shares to be offered pursuant to the Company’s
dividend reinvestment plan at $9.50 per share). 
There shall be a minimum purchase by any one person of 100 Shares
(except as otherwise indicated in the Prospectus or in any letter or memorandum
from the Company to D.H. Hill Securities, LLP (the “Dealer Manager”)). 
Terms not defined herein shall have the same meaning as in the
Prospectus.  In connection therewith, the
Company hereby agrees with you, the Dealer Manager, as follows:


 


1.                                       Representations
and Warranties of the Company


 


The Company represents and warrants to the Dealer Manager and each
dealer with whom the Dealer Manager has entered into or will enter into a
Selected Dealer Agreement in the form attached to this Agreement as Exhibit
A (said dealers being hereinafter called the “Dealers”) that:


 


1.1                                 A
registration statement with respect to the Company has been prepared by the
Company in accordance with applicable requirements of the Securities Act of
1933, as amended (the “Securities Act”), and the applicable rules and
regulations (the “Rules and Regulations”) of the Securities and Exchange
Commission (the “SEC”) promulgated thereunder, covering the Shares.  Such registration statement, which includes a
preliminary prospectus, was initially filed with the SEC on December 31,
2003.  Copies of such registration
statement and each amendment thereto have been or will be delivered to the
Dealer Manager.  (The registration
statement and prospectus contained therein, as finally amended and revised at
the effective date of the registration statement, are respectively hereinafter
referred to as the “Registration Statement” and the “Prospectus,” except that
if the Prospectus first filed by the Company pursuant to Rule 424(b) under the
Securities Act shall differ from the Prospectus, the term “Prospectus” shall
also include the Prospectus filed pursuant to Rule 424(b).)


 


1.2                                 The
Company has been duly and validly organized and formed as a corporation under
the laws of the state of Maryland, with the power and authority to conduct its
business as described in the Prospectus.


 


1.3                                 The
Registration Statement and Prospectus comply with the Securities Act and the
Rules and Regulations and do not contain any untrue statements of material
facts or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading; provided,
however, that the foregoing provisions of this Section 1.3 will not extend
to such statements contained in or omitted from the Registration


 





















 


Statement or Prospectus as are
primarily within the knowledge of the Dealer Manager or any of the Dealers and
are based upon information furnished by the Dealer Manager in writing to the
Company specifically for inclusion therein.


 


1.4                                 The
Company intends to use the funds received from the sale of the Shares as set
forth in the Prospectus.


 


1.5                                 No
consent, approval, authorization or other order of any governmental authority
is required in connection with the execution or delivery by the Company of this
Agreement or the issuance and sale by the Company of the Shares, except such as
may be required under the Securities Act or applicable state securities laws.


 


1.6                                 There
are no actions, suits or proceedings pending or to the knowledge of the
Company, threatened against the Company at law or in equity or before or by any
federal or state commission, regulatory body or administrative agency or other
governmental body, domestic or foreign, which will have a material adverse
effect on the business or property of the Company.


 


1.7                                 The
execution and delivery of this Agreement, the consummation of the transactions
herein contemplated and compliance with the terms of this Agreement by the
Company will not conflict with or constitute a default under any charter,
bylaw, indenture, mortgage, deed of trust, lease, rule, regulation, writ,
injunction or decree of any government, governmental instrumentality or court,
domestic or foreign, having jurisdiction over the Company, except to the extent
that the enforceability of the indemnity and/or contribution provisions
contained in Section 4 of this Agreement may be limited under applicable
securities laws.


 


1.8                                 The
Company has full legal right, power and authority to enter into this Agreement
and to perform the transactions contemplated hereby, except to the extent that
the enforceability of the indemnity and/or contribution provisions contained in
Section 4 of this Agreement may be limited under applicable securities
laws.


 


1.9                                 At
the time of the issuance of the Shares, the Shares will have been duly
authorized and validly issued, and upon payment therefor, will be fully paid
and nonassessable and will conform to the description thereof contained in the
Prospectus.


 


2.                                       Covenants
of the Company


 


The Company covenants and
agrees with the Dealer Manager that:


 


2.1                                 It
will, at no expense to the Dealer Manager, furnish the Dealer Manager with such
number of printed copies of the Registration Statement, including all
amendments and exhibits thereto, as the Dealer Manager may reasonably
request.  It will similarly furnish to
the Dealer Manager and others designated by the Dealer Manager as many copies
as the Dealer Manager may reasonably request in connection with the offering of
the Shares of: (a) the Prospectus in preliminary and final form and every form
of supplemental or amended prospectus; (b) this Agreement; and (c) any other
printed sales literature or other materials (provided that the use of said
sales literature and other materials has been first approved for use by the
Company and all appropriate regulatory agencies).


 


2.2                                 It
will furnish such proper information and execute and file such documents as may
be necessary for the Company to qualify the Shares for offer and sale under the
securities laws of such jurisdictions as the Dealer Manager may reasonably
designate and will file and make in each year such statements and reports as
may be required.  The Company will
furnish to the Dealer Manager a copy of such papers filed by the Company in
connection with any such qualification.


 


2.3                                 It
will: (a) use its best efforts to cause the Registration Statement to become
effective; (b) furnish copies of any proposed amendment or supplement of the
Registration Statement or Prospectus to the Dealer Manager; (c) file every
amendment or supplement to the Registration Statement or the Prospectus that
may be required by the SEC;


 


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and (d) if at any time the SEC shall issue any stop order suspending
the effectiveness of the Registration Statement, it will use its best efforts
to obtain the lifting of such order at the earliest possible time.


 


2.4                                 If
at any time when a Prospectus is required to be delivered under the Securities
Act any event occurs as a result of which, in the opinion of either the Company
or the Dealer Manager, the Prospectus or any other prospectus then in effect
would include an untrue statement of a material fact or, in view of the
circumstances under which they were made, omit to state any material fact
necessary to make the statements therein not misleading, the Company will
promptly notify the Dealer Manager thereof (unless the information shall have
been received from the Dealer Manager) and will effect the preparation of an
amended or supplemental prospectus which will correct such statement or
omission.  The Company will then promptly
prepare such amended or supplemental prospectus or prospectuses as may be
necessary to comply with the requirements of Section 10 of the Securities
Act.


 


3.                                       Obligations
and Compensation of Dealer Manager


 


3.1                                 The Company hereby appoints
the Dealer Manager as its agent and principal distributor for the purpose of
selling for cash up to a maximum of 10,000,000 Shares through Dealers, all of
whom shall be members of the National Association of Securities Dealers, Inc.
(NASD).  The Dealer Manager may also sell
Shares for cash directly to its own clients and customers at the public
offering price and subject to the terms and conditions stated in the
Prospectus.  The Dealer Manager hereby
accepts such agency and distributorship and agrees to use its best efforts to
sell the Shares on said terms and conditions. 
The Dealer Manager represents to the Company that (i) it is a member of
the NASD; (ii) it will at all times maintain and employ an adequate number of
administrative personnel (who shall be acceptable to the Company) to fulfill its
obligations under this agreement and any supplemental or successor agreement
and shall be solely responsible for the compensation of such personnel; (iii)
it will be responsible for payment of such other costs incurred by it in
connection with the Offering as shall be agreed between the Company and the
Dealer Manager, which costs are not expected to exceed the amounts received by
the Dealer Manager as a dealer manager fee (discussed below); (iv) it and its
employees and representatives have all required licenses and registrations to
act under this Agreement; and (v) it has established and implemented anti-money
laundering compliance programs in accordance with applicable law, including
applicable NASD rules, SEC rules and the USA PATRIOT Act of 2001, reasonably
expected to detect and cause the reporting of suspicious transactions in
connection with the sale of Shares of the Company.  The Dealer Manager agrees to be bound by the
terms of the Escrow Agreement executed as of August 31, 2004, among Wells
Fargo Bank, N.A., as escrow agent, the Dealer Manager and the Company, a copy
of which is enclosed (the “Escrow Agreement”).


 


3.2                                 Promptly
after the effective date of the Registration Statement, the Dealer Manager and
the Dealers shall commence the offering of the Shares for cash to the public in
jurisdictions in which the Shares are registered or qualified for sale or in
which such offering is otherwise permitted. 
The Dealer Manager and the Dealers will suspend or terminate offering of
the Shares upon request of the Company at any time and will resume offering the
Shares upon subsequent request of the Company.


 


3.3                                 Except
as provided in the “Plan of Distribution” Section of the Prospectus, as
compensation for the services rendered by the Dealer Manager, the Company
agrees that it will pay to the Dealer Manager selling commissions in the amount
of 7.0% of the gross proceeds of the Shares sold to the public, plus a dealer
manager fee in the amount of up to 2.5% of the gross proceeds of the Shares
sold.  As provided in the Prospectus, no
selling commissions will be paid to the Dealer Manager for sales made by
broker-dealers who are affiliated with the Company or by the Company’s
employees who may be registered with the NASD and sponsored by the Dealer
Manager, but only for sales made through Dealers.  Notwithstanding the foregoing, no
commissions, payments or amount whatsoever will be paid to the Dealer Manager
under this Section 3.3 unless or until the gross proceeds of the Shares
sold are disbursed to the Company pursuant to paragraph 3(a) of the Escrow
Agreement.  Until the Required Capital,
the Pennsylvania Required Capital or the New York Required Capital (as
applicable and as defined in the Escrow Agreement) is obtained, investments
will be held in escrow and, if the Required Capital, the Pennsylvania Required
Capital or the New York Required Capital, as applicable, is not obtained,
investments will be returned to the


 


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investors in accordance with the Prospectus.  The Company will not be liable or responsible
to any Dealer for direct payment of commissions to such Dealer, it being the
sole and exclusive responsibility of the Dealer Manager for payment of
commissions to Dealers.  Notwithstanding
the above, at its discretion, the Company may act as agent of the Dealer
Manager by making direct payment of commissions to such Dealers without
incurring any liability therefor.  No
sales commission or dealer manager fee will be paid with respect to Shares sold
pursuant to the Company’s dividend reinvestment plan.  Under the rules of the NASD, total
underwriting compensation, including sales commissions, the dealer manager fee
and underwriter expense reimbursement, may not exceed 10% of the gross proceeds
from the sale of the Shares, except for bona fide due diligence expenses, which
may not exceed 0.5% of the gross proceeds from the sale of the Shares.


 


3.4                                 The
Dealer Manager represents and warrants to the Company and each person and firm
that signs the Registration Statement that the information under the caption “Plan
of Distribution” in the Prospectus and all other information furnished to the
Company by the Dealer Manager in writing expressly for use in the Registration
Statement, any preliminary prospectus, the Prospectus, or any amendment or
supplement thereto does not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading.


 


3.5                                 The
Dealer Manager shall use and distribute in conjunction with the offer and sale
of any Shares only the Prospectus and such sales literature and advertising as
shall have been previously approved in writing by the Company.


 


3.6                                 The
Dealer Manager shall cause Shares to be offered and sold only in those
jurisdictions specified in writing by the Company for whose account Shares are
then offered for sale, and such list of jurisdictions shall be updated by the
Company as additional states are added. 
The Company shall specify only such jurisdictions in which the offering
and sale of its Shares has been authorized by appropriate state regulatory
authorities.  No Shares shall be offered
or sold for the account of the Company in any other states.


 


3.7                                 The
Dealer Manager represents and warrants to the Company that it will not
represent or imply that the escrow agent, as identified in the Prospectus, has
investigated the desirability or advisability of investment in the Company, or
has approved, endorsed or passed upon the merits of the Shares or the Company,
nor will it use the name of said escrow agent in any manner whatsoever in
connection with the offer or sale of the Shares other than by acknowledgment
that it has agreed to serve as escrow agent.


 


4.                                       Indemnification


 


4.1                                 The
Company will indemnify and hold harmless the Dealers and the Dealer Manager,
their officers and directors and each person, if any, who controls such Dealer
or Dealer Manager within the meaning of Section 15 of the Securities Act
from and against any losses, claims, damages or liabilities, joint or several,
to which such Dealers or Dealer Manager, their officers and directors, or such
controlling person may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (a) any untrue statement or alleged
untrue statement of a material fact contained (i) in any Registration Statement
(including the Prospectus as a part thereof) or any post-effective amendment
thereto or in the Prospectus or any amendment or supplement to the Prospectus
or (ii) in any blue sky application or other document executed by the Company
or on its behalf specifically for the purpose of qualifying any or all of the
Shares for sale under the securities laws of any jurisdiction or based upon
written information furnished by the Company under the securities laws thereof
(any such application, document or information being hereinafter called a “Blue
Sky Application”), or (b) the omission or alleged omission to state in the
Registration Statement (including the Prospectus as a part thereof) or any
post-effective amendment thereof or in any Blue Sky Application a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or (c) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus, if used prior to the
effective date of the Registration Statement, or in the Prospectus or any
amendment or supplement to the


 


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Prospectus or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading, and will reimburse each Dealer or Dealer Manager, its officers
and each such controlling person for any legal or other expenses reasonably
incurred by such Dealer or Dealer Manager, its officers and directors, or such controlling
person in connection with investigating or defending such loss, claim, damage,
liability or action; provided that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out
of, or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in reliance upon and in conformity with
written information furnished to the Company or Dealer Manager by or on behalf
of any Dealer or Dealer Manager specifically for use with reference to such
Dealer or Dealer Manager in the preparation of the Registration Statement or
any such post-effective amendment thereof, any such Blue Sky Application or any
such preliminary prospectus or the Prospectus or any such amendment thereof or
supplement thereto; and further provided that the Company will not be liable in
any such case if it is determined that such Dealer or Dealer Manager was at
fault in connection with the loss, claim, damage, liability or action.  Notwithstanding the foregoing, the Company
may not indemnify or hold harmless the Dealer Manager, any Dealer or any of
their affiliates in any manner that would be inconsistent with the provisions
of Section II.G. of the Statement of Policy Regarding Real Estate Investment
Trusts of the North American Securities Administrators Association, Inc.
effective September 29, 1993, as amended (the “NASAA REIT Guidelines”).  In particular, but without limitation, the
Company may not indemnify or hold harmless the Dealer Manager, any Dealer or
any of their affiliates for liabilities arising from or out of a violation of
state or federal securities laws, unless one or more of the following
conditions are met:


 


(a)                                  there
has been a successful adjudication on the merits of each count involving
alleged securities law violations;


 


(b)                                 such
claims have been dismissed with prejudice on the merits by a court of competent
jurisdiction; or


 


(c)                                  a
court of competent jurisdiction approves a settlement of the claims against the
indemnitee and finds that indemnification of the settlement and the related
costs should be made, and the court considering the request for indemnification
has been advised of the position of the SEC and of the published position of
any state securities regulatory authority in which the securities were offered
as to indemnification for violations of securities laws.


 


4.2                                 The
Dealer Manager will indemnify and hold harmless the Company and each person or
firm which has signed the Registration Statement and each person, if any, who
controls the Company within the meaning of Section 15 of the Securities
Act, from and against any losses, claims, damages or liabilities to which any
of the aforesaid parties may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (a) any untrue statement of
a material fact contained (i) in the Registration Statement (including the
Prospectus as a part thereof) or any post-effective amendment thereof or (ii)
any Blue Sky Application, or (b) the omission to state in the Registration
Statement (including the Prospectus as a part thereof) or any post-effective
amendment thereof or in any Blue Sky Application a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
(c) any untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus, if used prior to the effective date of
the Registration Statement, or in the Prospectus, or in any amendment or
supplement to the Prospectus or the omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein in the light of the circumstances under which they were made not
misleading in each case to the extent, but, for purposes of subsections (a),
(b) and (c) of this Section 4.2, only to the extent, that such untrue
statement or omission was made in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the Dealer Manager
specifically for use with reference to the Dealer Manager in the preparation of
the Registration Statement or any such post-effective amendments thereof or any
such Blue Sky Application or any such preliminary prospectus or the Prospectus
or any such amendment


 


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thereof or supplement thereto, or (d) any unauthorized use of sales
materials or use of unauthorized verbal representations concerning the Shares
by the Dealer Manager, or (e) any failure to comply with applicable laws
governing money laundry abatement and anti-terrorist financing efforts,
including applicable NASD rules, SEC rules and the USA PATRIOT Act of 2001, and
will reimburse the aforesaid parties, in connection with investigation or
defending such loss, claim, damage, liability or action.  This indemnity agreement will be in addition
to any liability which the Dealer Manager may otherwise have.


 


4.3                                 Each
Dealer severally will indemnify and hold harmless the Company, Dealer Manager
and each of their directors (including any persons named in any of the
Registration Statements with his consent, as about to become a director), each
of their officers who has signed any of the Registration Statements and each
person, if any, who controls the Company and the Dealer Manager within the
meaning of Section 15 of the Securities Act from and against any losses,
claims, damages or liabilities to which the Company, the Dealer Manager, any
such director or officer, or controlling person may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (a)
any untrue statement or alleged untrue statement of a material fact contained
(i) in the Registration Statement (including the Prospectus as a part thereof)
or any post-effective amendment thereof or (ii) in any Blue Sky Application, or
(b) the omission or alleged omission to state in the Registration Statement
(including the Prospectus as a part thereof or any post-effective amendment
thereof or in any Blue Sky Application a material fact required to be stated
therein or necessary to make the statements therein not misleading, or (c) any
untrue statement or alleged untrue statement of a material fact contained in
any preliminary prospectus, if used prior to the effective date of the
Registration Statement, or in the Prospectus, or in any amendment or supplement
to the Prospectus or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company or the Dealer Manager by or on behalf of such Dealer
specifically for use with reference to such Dealer in the preparation of the
Registration Statement or any such post-effective amendments thereof or any
such Blue Sky Application or any such preliminary prospectus or the Prospectus
or any such amendment thereof or supplement thereto, or (d) any unauthorized
use of sales materials or use of unauthorized verbal representations concerning
the Shares by such Dealer or Dealer’s representations or agents in violation of
Section VII of the Selected Dealer Agreement or otherwise, or (e) any
failure to comply with applicable laws governing money laundry abatement and
anti-terrorist financing efforts, including applicable NASD rules, SEC rules
and the USA PATRIOT Act of 2001, and will reimburse the Company and the Dealer
Manager and any such directors or officers, or controlling person, in
connection with investigating or defending any such loss, claim, damage,
liability or action.  This indemnity
agreement will be in addition to any liability which such Dealer may otherwise
have.


 


4.4                                 Within
thirty (30) business days after receipt by an indemnified party under this Section 4
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 4, notify in writing the indemnifying party of the commencement
thereof and the omission so to notify the indemnifying party will relieve such
indemnifying party from any liability under this Section 4 as to the
particular item for which indemnification is then being sought, but not from
any other liability which it may have to any indemnified party.  In case any such action is brought against
any indemnified party, and it notifies an indemnifying party of the
commencement thereof, the indemnifying party will be entitled, to the extent it
may wish, jointly with any other indemnifying party similarly notified, to
participate in the defense thereof, with separate counsel.  Such participation shall not relieve such
indemnifying party of the obligation to reimburse the indemnified party for
reasonable legal and other expenses (subject to Section 4.5) incurred by
such indemnified party in defending itself, except for such expenses incurred
after the indemnifying party has deposited funds sufficient to effect the
settlement, with prejudice, of the claim in respect of which indemnity is
sought.  Any such indemnifying party
shall not be liable to any such indemnified party on account of any settlement
of any claim or action effected without the consent of such indemnifying party.


 


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4.5                                 The
indemnifying party shall pay all legal fees and expenses of the indemnified
party in the defense of such claims or actions; provided, however, that the
indemnifying party shall not be obligated to pay legal expenses and fees to
more than one law firm in connection with the defense of similar claims arising
out of the same alleged acts or omissions giving rise to such claims
notwithstanding that such actions or claims are alleged or brought by one or
more parties against more than one indemnified party.  If such claims or actions are alleged or
brought against more than one indemnified party, then the indemnifying party
shall only be obliged to reimburse the expenses and fees of the one law firm
that has been selected by a majority of the indemnified parties against which
such action is finally brought; and in the event a majority of such indemnified
parties is unable to agree on which law firm for which expenses or fees will be
reimbursable by the indemnifying party, then payment shall be made to the first
law firm of record representing an indemnified party against the action or
claim. Such law firm shall be paid only to the extent of services performed by
such law firm and no reimbursement shall be payable to such law firm on account
of legal services performed by another law firm.


 


4.6                                 The
indemnity agreements contained in this Section 4 shall remain operative
and in full force and effect regardless of (a) any investigation made by or on
behalf of any Dealer, or any person controlling any Dealer or by or on behalf
of the Company, the Dealer Manager or any officer or director thereof, or by or
on behalf of the Company or the Dealer Manager, (b) delivery of any Shares and
payment therefor, and (c) any termination of this Agreement.  A successor of any Dealer or of any of the
parties to this Agreement, as the case may be, shall be entitled to the
benefits of the indemnity agreements contained in this Section 4.


 


5.                                       Survival
of Provisions


 


The respective agreements, representations and warranties of the
Company and the Dealer Manager set forth in this Agreement shall remain
operative and in full force and effect regardless of (a) any termination of
this Agreement, (b) any investigation made by or on behalf of the Dealer
Manager or any Dealer or any person controlling the Dealer Manager or any
Dealer or by or on behalf of the Company or any person controlling the Company,
and (c) the acceptance of any payment for the Shares.


 


6.                                       Applicable
Law; Venue


 


This Agreement was executed and
delivered in, and its validity, interpretation and construction shall be
governed by the laws of, the State of Texas; provided however, that causes of
action for violations of federal or state securities laws shall not be governed
by this Section.  Venue for any action
brought hereunder shall lie exclusively in Houston, Texas.


 


7.                                       Counterparts


 


This Agreement may be executed
in any number of counterparts.  Each
counterpart, when executed and delivered, shall be an original contract, but
all counterparts, when taken together, shall constitute one and the same
Agreement.


 


8.                                       Successors
and Amendment


 


This Agreement shall inure to the benefit of and be binding upon the
Dealer Manager and the Company and their respective successors. Nothing in this
Agreement is intended or shall be construed to give to any other person any
right, remedy or claim, except as otherwise specifically provided herein.  This Agreement shall inure to the benefit of
the Dealers to the extent set forth in Sections 1 and 4 hereof.  This Agreement may be amended by the written
agreement of the Dealer Manager and the Company.


 


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9.                                       Term


 


This Agreement may be terminated by either party (i) immediately upon
notice to the other party in the event that the other party shall have
materially failed to comply with any of the material provisions of this
Agreement on its part to be performed during the term of this Agreement or if
any of the representations, warranties, covenants or agreements of such party
contained herein shall not have been materially complied with or satisfied
within the times specified or (ii) by either party on 60 days’ written notice.


 


In any case, this Agreement shall expire at the close of business on
the effective date that the Offering is terminated. The provisions of Section 4
hereof shall survive such termination. 
In addition, the Dealer Manager, upon the expiration or termination of
this Agreement, shall (i) promptly deposit any and all funds in its possession
which were received from investors for the sale of Shares into the appropriate
escrow account or, if the minimum number of Shares have been sold and accepted
by the Company, into such other account as the Company may designate; and (ii)
promptly deliver to the Company all records and documents in its possession
which relate to the Offering and are not designated as dealer copies.  The Dealer Manager, at its sole expense, may
make and retain copies of all such records and documents, but shall keep all
such information confidential.  The
Dealer Manager shall use its best efforts to cooperate with the Company to
accomplish an orderly transfer of management of the Offering to a party designated
by the Company.  Upon expiration or
termination of this Agreement, the Company shall pay to the Dealer Manager all
commissions to which the Dealer Manager is or becomes entitled under Section 3
at such time as such commissions become payable.


 


10.                                 Confirmation


 


The Company hereby agrees and assumes the duty to confirm on its behalf
and on behalf of dealers or brokers who sell the Shares all orders for purchase
of Shares accepted by the Company.  Such
confirmations will comply with the rules of the SEC and the NASD, and will
comply with applicable laws of such other jurisdictions to the extent the
Company is advised of such laws in writing by the Dealer Manager.


 


11.                                 Suitability
of Investors


 


The Dealer Manager will offer
Shares, and in its agreements with Dealers will require that the Dealers offer
Shares, only to persons who meet the financial qualifications set forth in the
Prospectus or in any suitability letter or memorandum sent to it by the Company
and will only make offers to persons in the states in which it is advised in
writing that the Shares are qualified for sale or that such qualification is
not required.  In offering Shares, the
Dealer Manager will, and in its agreements with Dealers, the Dealer Manager
will require that the Dealers will, comply with the provisions of all applicable
rules and regulations relating to suitability of investors, including without
limitation, the provisions of Article III.C. of the NASAA REIT Guidelines.


 


12.                                 Submission
of Orders


 


12.1                           Those
persons who purchase Shares will be instructed by the Dealer Manager or the
Dealer to make their checks payable to “Wells Fargo Bank, Hartman Commercial
Properties REIT.”  The Dealer Manager and
any Dealer receiving a check not conforming to the foregoing instructions shall
return such check directly to such subscriber not later than the end of the
next business day following its receipt. 
Checks received by the Dealer Manager or Dealer which conform to the
foregoing instructions shall be transmitted for deposit pursuant to one of the
methods described in this Section 12. 
Transmittal of received investor funds will be made in accordance with
the following procedures.  The Dealer
Manager may authorize certain Dealers which are “$250,000 broker-dealers” to
instruct their customers to make their checks for Shares subscribed for payable
directly to the Dealer.  In such case,
the Dealer will collect the proceeds of the subscribers’ checks and issue a
check for the aggregate amount of the subscription proceeds made payable to the
order of the escrow agent.


 


12.2                           If
a Dealer conducts its internal supervisory procedures at the location where
subscription documents and checks are initially received, the Dealer shall
forward (i) the subscription documents to the Dealer Manager and


 


8





















 


(ii) the checks to the escrow agent by noon of the next business
day following receipt of the subscription documents and the check.


 


12.3                           If
a Dealer’s internal supervisory procedures are to be performed at a different
location (the “Final Review Office”), the subscription documents and check must
be transmitted to the Final Review Office by the end of the next business day
following receipt of the subscription documents and check by the Dealer.  The Final Review Office will, by the next
business day following receipt of the subscription documents and check, forward
both the subscription documents and check to the Dealer Manager as processing
broker-dealer in order that the Dealer Manager may complete its review of the
documentation and process the subscription documents and check.


 


12.4                           Any
check received by the Dealer Manager directly or as processing broker-dealer
from the Dealers will, in all cases, be forwarded to the escrow agent as soon
as practicable, but in any event by the end of the second business day
following receipt by the Dealer Manager of the subscription documents and
check.  Checks of rejected subscribers
will be promptly returned to such subscribers.


 


12.5                           If
requested by the Company, the Dealer Manager shall obtain, and shall cause the
Dealers to obtain, from subscribers for the Shares, other documentation
reasonably deemed by the Company to be required under applicable law or as may
be necessary to reflect the policies of the Company.  Such documentation may include, without limitation,
subscribers’ written acknowledgement and agreement to the privacy policies of
the Company.


 


13.                                 Selected
Investment Advisor Agreement


 


With respect to any provision of information
concerning the Offering by a selected investment advisor (the “Investment
Advisor”) presently registered under the Investment Advisers Act of 1940, as
amended, and presently and appropriately registered in each state in which the
Investment Advisor has clients, the Company and the Investment Advisor shall
enter into a Selected Investment Advisor Agreement in substantially the form
attached hereto as Exhibit B.


 


14.                                 Notices.


 


Any notice, approval, request, authorization, direction or other
communication under this Agreement shall be given in writing and shall be
deemed to be delivered when delivered in person or deposited in the United
States mail, properly addressed and stamped with the required postage,
registered or certified mail, return receipt requested, to the intended
recipient as set forth below:


 


	
  If to the Company:

  	
   

  	
  Hartman Commercial Properties REIT

  
	
   

  	
   

  	
  1450 W. Sam Houston Pkwy. N,
  Suite 100

  
	
   

  	
   

  	
  Houston, Texas 77043

  
	
   

  	
   

  	
  Attention: President

  
	
   

  	
   

  	
   

  
	
  If to the Dealer Manager:

  	
   

  	
  D.H. Hill Securities, LLP

  
	
   

  	
   

  	
  19747 Hwy 59 N., Suite 101

  
	
   

  	
   

  	
  Humble, Texas 77338

  
	
   

  	
   

  	
  Attention: Dan H. Hill

  



 


Any party may change its address specified
above by giving the other party notice of such change in accordance with this Section 14.


 


If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for that purpose,
whereupon this letter and your acceptance shall constitute a binding agreement
between us as of the date first above written.


 


9





















 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  HARTMAN COMMERCIAL PROPERTIES REIT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Allen R. Hartman

  	
   

  
	
   

  	
   

  	
  Allen R. Hartman, President

  
	
   

  	
   

  
	
  Accepted and agreed as of the

  	
   

  
	
  date first above written.

  	
   

  
	
   

  	
   

  
	
  D.H. HILL SECURITIES, LLP

  	
   

  
	
   

  	
   

  
	
  By: H&H Services, Inc., general partner

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dan H. Hill

  	
   

  	
   

  
	
   

  	
   

  	
    Dan
  H. Hill President

  	
   

  	
   

  



 


10





















 


EXHIBIT
A


 


HARTMAN
COMMERCIAL PROPERTIES REIT


 


Up to 11,000,000 Common Shares
of Beneficial Interest


 


SELECTED
DEALER AGREEMENT


 


Ladies and Gentlemen:


 


D.H. Hill Securities, LLP, as the dealer
manager (“Dealer Manager”) for Hartman Commercial Properties REIT (the “Company”),
a Maryland real estate investment trust, invites you (the “Dealer”) to
participate in the distribution of shares of common stock (“Shares”) of the
Company subject to the following terms:


 


I.                                         Dealer Manager
Agreement


 


The Dealer Manager has entered
into an agreement with the Company called the Dealer Manager Agreement dated August 31,
2004, in the form attached hereto as Exhibit A (the “Dealer Manager
Agreement”; the terms of the Dealer Manager Agreement relating to the Dealer
are incorporated herein by reference as if set forth verbatim and capitalized
terms not otherwise defined herein shall have the meanings given them in the
Dealer Manager Agreement).  By your
acceptance of this Agreement, you will become one of the Dealers referred to in
the Dealer Manager Agreement and will be entitled and subject to the
indemnification provisions contained in the Dealer Manager Agreement, including
the provisions of the Dealer Manager Agreement wherein the Dealers severally
agree to indemnify and hold harmless the Company, the Dealer Manager and each
officer and director thereof, and each person, if any, who controls the Company
and the Dealer Manager within the meaning of the Securities Act of 1933, as
amended (the “Securities Act”).  Except
as otherwise specifically stated herein, all terms used in this Agreement have
the meanings provided in the Dealer Manager Agreement.  The Shares are offered solely through
broker-dealers who are members of the National Association of Securities
Dealers, Inc. (“NASD”).


 


Dealer hereby agrees to use its best efforts to sell the Shares for
cash on the terms and conditions stated in the Prospectus.  Nothing in this Agreement shall be deemed or
construed to make Dealer an employee, agent, representative or partner of the
Dealer Manager or of the Company, and Dealer is not authorized to act for the
Dealer Manager or the Company or to make any representations on their behalf
except as set forth in the Prospectus and such other printed information
furnished to Dealer by the Dealer Manager or the Company to supplement the
Prospectus (“supplemental information”).


 


II.                                     Submission of
Orders


 


Those persons who purchase
Shares will be instructed by the Dealer to make their checks payable to “Wells
Fargo Bank, Hartman Commercial Properties REIT.”  Any Dealer receiving a check not conforming
to the foregoing instructions shall return such check directly to such
subscriber not later than the end of the next business day following its
receipt.  Checks received by the Dealer
which conform to the foregoing instructions shall be transmitted for deposit
pursuant to one of the methods in this Article II.  The Dealer Manager may authorize Dealer if
Dealer is a “$250,000 broker-dealer” to instruct its customers to make its
checks for Shares subscribed for payable directly to the Dealer, in which case
the Dealer will collect the proceeds of the subscriber’s checks and issue a
check made payable to the order of the escrow agent for the aggregate amount of
the subscription proceeds.  Transmittal
of received investor funds will be made in accordance with the following
procedures:


 


(a)                                  If
the Dealer conducts its internal supervisory procedures at the location where
subscription documents and checks are initially received, the Dealer shall
forward (i) the subscription


 


11





















 


documents to
the Dealer Manager and (ii) the checks to the escrow agent by noon of the
next business day following receipt of the subscription documents and the
check.


 


(b)                                 If
the internal supervisory procedures are to be performed at a different location
(the “Final Review Office”), the subscription documents and check must be
transmitted to the Final Review Office by the end of the next business day
following receipt of the subscription documents and check by the Dealer.  The Final Review Office will, by the next
business day following receipt of the subscription documents and check, forward
both the subscription documents and check to the Dealer Manager as processing
broker-dealer in order that the Dealer Manager may complete its review of the
documentation and process the subscription documents and check.


 


If requested by the Company or the Dealer Manager, the Dealer shall
obtain from subscribers for the Shares, other documentation reasonably deemed
by the Company or the Dealer Manager to be required under applicable law or as
may be necessary to reflect the policies of the Company or the Dealer Manager.  Such documentation may include, without
limitation, subscribers’ written acknowledgement and agreement to the privacy
policies of the Company or the Dealer Manager.


 


III.                                 Pricing


 


Shares shall be offered to the
public at the offering price of $10.00 per Share payable in cash, and shares
offered pursuant to the Company’s dividend reinvestment plan shall be offered
at $9.50 per share.  Except as otherwise
indicated in the Prospectus or in any letter or memorandum sent to the Dealer
by the Company or Dealer Manager, a minimum initial purchase of 100 Shares is
required.  Except as otherwise indicated
in the Prospectus, additional investments may be made in cash in minimal
increments of at least 2.5 Shares.  The
Shares are nonassessable.  The Dealer
hereby agrees to place any order for the full purchase price.


 


IV.                                 Dealers’ Commissions


 


Except for discounts described
in or as otherwise provided in the “Plan of Distribution” Section of the
Prospectus, the Dealer’s selling commission applicable to the total public
offering price of Shares sold by Dealer which it is authorized to sell
hereunder is 7.0% of the gross proceeds of Shares sold by it and accepted and
confirmed by the Company, which commission will be paid by the Dealer
Manager.  With respect to sales of Shares
pursuant to the Company’s dividend reinvestment plan, no selling commission
shall be paid.  For these purposes, a “sale
of Shares” shall occur if and only if a transaction has closed with a
securities purchaser pursuant to all applicable offering and subscription documents
and the Company has thereafter distributed the commission to the Dealer Manager
in connection with such transaction.  The
Dealer hereby waives any and all rights to receive payment of commissions due
until such time as the Dealer Manager is in receipt of the commission from the
Company.  The Dealer affirms that the
Dealer Manager’s liability for commissions payable is limited solely to the
proceeds of commissions receivable associated therewith.  In addition, as set forth in the Prospectus,
the Dealer Manager may reallow out of its dealer manager fee a marketing fee
and due diligence expense reimbursement of up to 1.5% of the gross proceeds of
Shares sold by Dealers participating in the offering of Shares, based on such
factors as the number of Shares sold by such participating Dealer, the
assistance of such participating Dealer in marketing the offering of Shares,
and bona fide conference fees incurred. 
Under the rules of the NASD, total underwriting compensation, including
sales commissions, the dealer manager fee and underwriter expense
reimbursement, may not exceed 10% of the gross proceeds from the sale of the
Shares, except for bona fide due diligence expenses, which may not exceed 0.5%
of the gross proceeds from the sale of the Shares.


 


Dealer acknowledges and agrees that no
commissions, payments or amount whatsoever will be paid to the Dealer unless or
until the gross proceeds of the Shares sold are disbursed to the Company
pursuant to paragraph 3(a) of the Escrow Agreement.  Until the Required Capital, the Pennsylvania
Required Capital or the New York Required Capital, as applicable and as defined
in the Escrow Agreement, is obtained, investments will be held in escrow and,


 


12





















 


if the Required Capital or the Pennsylvania
Required Capital, as applicable, is not obtained, investments will be returned
to the investors in accordance with the Prospectus.


 


The parties hereby agree that the foregoing commission is not in excess
of the usual and customary distributors’ or sellers’ commission received in the
sale of securities similar to the Shares, that Dealer’s interest in the
offering is limited to such commission from the Dealer Manager and Dealer’s
indemnity referred to in Section 4 of the Dealer Manager Agreement, that
the Company is not liable or responsible for the direct payment of such
commission to the Dealer.


 


V.                                     Payment


 


Payments of selling commissions
will be made by the Dealer Manager (or by the Company as provided in the Dealer
Manager Agreement) to Dealer within 30 days of the receipt by the Dealer
Manager of the gross commission payments from the Company.


 


VI.                                 Right to Reject Orders
or Cancel Sales


 


All orders, whether initial or
additional, are subject to acceptance by and shall only become effective upon
confirmation by the Company, which reserves the right to reject any order for
any or no reason.  Orders not accompanied
by a Subscription Agreement and Signature Page and the required check in
payment for the Shares may be rejected. 
Issuance and delivery of the Shares will be made only after actual
receipt of payment therefor.  If any
check is not paid upon presentment, or if the Company is not in actual receipt
of clearinghouse funds or cash, certified or cashier’s check or the equivalent in
payment for the Shares within 15 days of sale, the Company reserves the right
to cancel the sale without notice.  In
the event an order is rejected, canceled or rescinded for any reason, the
Dealer agrees to return to the Dealer Manager any commission theretofore paid
with respect to such order.


 


VII.                             Prospectus and
Supplemental Information


 


Dealer is not authorized or
permitted to give and will not give, any information or make any representation
concerning the Shares except as set forth in the Prospectus and supplemental
information.  The Dealer Manager will
supply Dealer with reasonable quantities of the Prospectus, any supplements
thereto and any amended Prospectus, as well as any supplemental information,
for delivery to investors, and Dealer will deliver a copy of the Prospectus and
all supplements thereto and any amended Prospectus to each investor to whom an
offer is made prior to or simultaneously with the first solicitation of an
offer to sell the Shares to an investor. 
The Dealer agrees that it will not send or give any supplements thereto
and any amended Prospectus to that investor unless it has previously sent or
given a Prospectus and all supplements thereto and any amended Prospectus to
that investor or has simultaneously sent or given a Prospectus and all
supplements thereto and any amended Prospectus with such supplemental
information. Dealer agrees that it will not show or give to any investor or
prospective investor or reproduce any material or writing which is supplied to
it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend
denoting that it is not to be used in connection with the sale of Shares to
members of the public.  Dealer agrees
that it will not use in connection with the offer or sale of Shares any material
or writing which relates to another Company supplied to it by the Company or
the Dealer Manager bearing a legend which states that such material may not be
used in connection with the offer or sale of any securities other than the
Company to which it relates. Dealer further agrees that it will not use in
connection with the offer or sale of Shares any materials or writings which
have not been previously approved by the Dealer Manager. Each Dealer agrees, if
the Dealer Manager so requests, to furnish a copy of any revised preliminary
Prospectus to each person to whom it has furnished a copy of any previous
preliminary Prospectus, and further agrees that it will itself mail or
otherwise deliver all preliminary and final Prospectuses required for compliance
with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). 
Regardless of the termination of this Agreement, Dealer will deliver a
Prospectus in transactions in the Shares for a period of 90 days from the
effective


 


13





















 


date of the Registration
Statement or such longer period as may be required by the Exchange Act.  On becoming a Dealer, and in offering and
selling Shares, Dealer agrees to comply with all the applicable requirements
under the Securities Act and the Exchange Act. 
Notwithstanding the termination of this Agreement or the payment of any
amount to Dealer, Dealer agrees to pay Dealer’s proportionate share of any
claim, demand or liability asserted against Dealer and the other Dealers on the
basis that Dealers or any of them constitute an association, unincorporated
business or other separate entity, including in each case Dealer’s
proportionate share of any expenses incurred in defending against any such
claim, demand or liability.


 


VIII.                         License and Association
Membership


 


Dealer’s acceptance of this
Agreement constitutes a representation to the Company and the Dealer Manager
that Dealer is a properly registered or licensed broker-dealer, duly authorized
to sell Shares under Federal and state securities laws and regulations and in
all states where it offers or sells Shares, and that it is a member in good
standing of the NASD.  This Agreement
shall automatically terminate if the Dealer ceases to be a member in good
standing of such association, or in the case of a foreign dealer, so to
conform.  Dealer agrees to notify the
Dealer Manager immediately if Dealer ceases to be a member in good standing, or
in the case of a foreign dealer, so to conform. The Dealer Manager also hereby
agrees to comply with the Conduct Rules of the NASD, including but not limited
to Rules 2730, 2740, 2420 and 2750.


 


IX.                                Anti-Money Laundering
Compliance Programs


 


Dealer represents to the Company and the Dealer Manager that Dealer has
established and implemented anti-money laundering compliance programs in
accordance with applicable law, including applicable NASD rules, SEC rules and
the USA PATRIOT Act of 2001, reasonably expected to detect and cause the
reporting of suspicious transactions in connection with the sale of Shares of
the Company.


 


X.                                    Limitation of Offer


 


Dealer will offer Shares only
to persons who meet the financial qualifications set forth in the Prospectus or
in any suitability letter or memorandum sent to it by the Company or the Dealer
Manager and will only make offers to persons in the states in which it is
advised in writing that the Shares are qualified for sale or that such
qualification is not required.  In
offering Shares, Dealer will comply with the provisions of the NASD Conduct
Rules set forth in the NASD Manual, as well as all other applicable rules and
regulations relating to suitability of investors, including without limitation,
the provisions of Article III.C. of the Statement of Policy Regarding Real
Estate Investment Trusts of the North American Securities Administrators
Association, Inc.


 


XI.                                Termination


 


Dealer will suspend or
terminate its offer and sale of Shares upon the request of the Company or the
Dealer Manager at any time and will resume its offer and sale of Shares
hereunder upon subsequent request of the Company or the Dealer Manager.  Any party may terminate this Agreement by
written notice.  Such termination shall
be effective 48 hours after the mailing of such notice.  This Agreement is the entire agreement of the
parties and supersedes all prior agreements, if any, between the parties
hereto.


 


This Agreement may be amended at any time by the Dealer Manager by
written notice to the Dealer, and any such amendment shall be deemed accepted
by Dealer upon placing an order for sale of Shares after he has received such
notice.


 


14





















 


XII.         Privacy Laws


 


The Dealer Manager and Dealer
(each referred to individually in this section as “party”) agree as follows: 


 


(a)           Each party agrees to abide by and comply with (i) the
privacy standards and requirements of the Gramm-Leach-Bliley Act of 1999 (“GLB
Act”), (ii) the privacy standards and requirements of any other applicable
Federal or state law, and (iii) its own internal privacy policies and
procedures, each as may be amended from time to time.


 


(b)           Each party agrees to refrain from the use or disclosure of
nonpublic personal information (as defined under the GLB Act) of all customers
who have opted out of such disclosures except as necessary to service the
customers or as otherwise necessary or required by applicable law; and


 


(c)           Each party shall be responsible for determining which
customers have opted out of the disclosure of nonpublic personal information by
periodically reviewing and, if necessary, retrieving a list of such customers
(the “List”) as provided by each to identify customers that have exercised
their opt-out rights. In the event either party uses or discloses nonpublic
personal information of any customer for purposes other than servicing the
customer, or as otherwise required by applicable law, that party will consult
the List to determine whether the affected customer has exercised his or her
opt-out rights.  Each party understands
that each is prohibited from using or disclosing any nonpublic personal
information of any customer that is identified on the List as having opted out
of such disclosures.  


 


XIII.                        Notice


 


All notices will be in writing and will be duly given to the Dealer Manager
when mailed to D.H. Hill Securities, LLP, 19747 Hwy 59 North, Suite 101,
Humble, Texas 77338, Attention: Dan H. Hill, and to Dealer when mailed to the
address specified by Dealer herein.


 


XIV.                        Attorneys’ Fees, Applicable Law
and Venue


 


In any action to enforce the
provisions of this Agreement or to secure damages for its breach, the
prevailing party shall recover its costs and reasonable attorney’s fees.  This Agreement shall be construed under the
laws of the State of Texas and shall take effect when signed by Dealer and
countersigned by the Dealer Manager. 
Venue for any action (including arbitration) brought hereunder shall lie
exclusively in Houston, Texas.


 


[SIGNATURES
ON FOLLOWING PAGES]


 


15





















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on its behalf by its duly authorized agent.


 


	
   

  	
  THE DEALER MANAGER:

  
	
   

  	
   

  
	
   

  	
  D.H. HILL SECURITIES, LLP

  
	
   

  	
   

  
	
   

  	
  By: H&H Services, Inc., general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Dan H. Hill
  President

  



 


16





















 


We have read the foregoing Agreement and we hereby accept and agree to
the terms and conditions therein set forth. 
We hereby represent that the list below of jurisdictions in which we are
registered or licensed as a broker or dealer and are fully authorized to sell
securities is true and correct, and we agree to advise you of any change in
such list during the term of this Agreement.


 


1.  Identity of Dealer:


 


	
  Name:

  	
   

  
	
   

  
	
  Type of entity:

  	
   

  
	
  (corporation, partnership, proprietorship, etc.)

  
	
   

  
	
  Organized in the State of:

  	
   

  
	
   

  
	
  Licensed as broker-dealer in the following
  States:

  	
   

  
	
   

  
	
   

  	
   

  
	
  Tax I.D. #:

  	
   

  
	
   

  
	
  2. Person to receive notice pursuant to Section XIII:

  
	
   

  
	
  Name:

  	
   

  
	
   

  
	
  Company:

  	
   

  
	
   

  
	
  Address:

  	
   

  
	
   

  
	
  City, State and Zip Code:

  	
   

  
	
   

  
	
  Telephone No.:

  	
   

  
	
   

  
	
  Facsimile No.:

  	
   

  
												



 


17





















 


AGREED TO AND ACCEPTED BY THE DEALER:


 


 


	
   

  	
   

  
	
  (Dealer’s Firm Name)

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
				



 


18





















 


EXHIBIT B


 


HARTMAN
COMMERCIAL PROPERTIES REIT


 


Up to 11,000,000 Common Shares
of Beneficial Interest


 


SELECTED INVESTMENT ADVISOR AGREEMENT


 


This Selected Investment
Advisor Agreement (the “Agreement”) is made and entered into as of the day
indicated on Exhibit A attached hereto and by this reference
incorporated herein, between Hartman Commercial Properties REIT, a Maryland
corporation (the “Company”), and the selected investment advisor (the “Investment
Advisor”) identified in Exhibit A hereto.


 


WHEREAS, the Company is
offering up to 11,000,000 common shares of beneficial interest (the “Shares”)
to the general public, pursuant to a public offering (the “Offering”) of the
Shares pursuant to a prospectus (the “Prospectus”) filed with the Securities
and Exchange Commission (the “SEC”), 1,000,000 of which Shares are being
offered pursuant to the Company’s dividend reinvestment plan (the “DRIP”); and


 


WHEREAS, the Investment
Advisor is an entity, as designated in Exhibit A hereto, organized and
presently in good standing in the state or states designated in Exhibit A
hereto, presently registered as an investment advisor under the Investment
Advisers Act of 1940, as amended, and presently registered or licensed as an
investment advisor by the appropriate regulatory agency of each state in which
the Investment Advisor has clients, or exempt from such registration
requirements; and


 


WHEREAS, the Company has a
currently effective registration statement on Form S-11, including a final
prospectus, for the registration of the Shares under the Securities Act of
1933, as amended (such registration statement, as it may be amended, and the
prospectus and exhibits on file with the SEC, as well as any post-effective
amendments or supplements to such registration statement or prospectus after
the effective date of registration, being herein respectively referred to as
the “Registration Statement” and the “Prospectus”); and


 


WHEREAS, the offer and sale
of the Shares shall be made pursuant to the terms and conditions of the Registration
Statement and the Prospectus and, further, pursuant to the terms and conditions
of all applicable federal securities laws and the applicable securities laws of
all states in which the Shares are offered and sold; and


 


WHEREAS, the Company desires
to give the clients of the Investment Advisor the opportunity to purchase the
Shares, and the Investment Advisor is willing and desires to provide its
clients with information concerning the Shares and the procedures for
subscribing for the Shares upon the following terms and conditions;


 


NOW, THEREFORE, in
consideration of the premises and terms and conditions thereof, it is agreed
between the Company and the Investment Advisor as follows.


 


1.                                       Purchase of Shares


 


(a)          Subject to the terms and
conditions herein set forth, the Company hereby makes available for purchase by
the clients of the Investment Advisor a portion of the Shares described in the
Registration Statement.  The Investment
Advisor hereby covenants, warrants and agrees that, in regard to any purchase
of the Shares by its clients, it will comply with all of the terms and
conditions of the Registration Statement and the Prospectus, all applicable
state and federal laws, including the Securities Act of 1933, as amended (the “Securities
Act”), the Investment Advisers Act of 1940, as amended, and any and all
regulations and rules pertaining thereto, heretofore or


 


19





















 


hereafter issued by the
Securities and Exchange Commission (“SEC”). 
Neither the Investment Advisor nor any other person shall have any
authority to give any information or make any representations in connection
with the Shares other than as contained in the Registration Statement and the
Prospectus, as amended and supplemented, and as is otherwise expressly
authorized in writing by the Company.


 


(b)         Clients of the Investment
Advisor may, following receipt of
written notice by the Investment Advisor from the Company of the effective date
of the Registration Statement, purchase the Shares according to all such terms
as are contained in the Registration Statement and the Prospectus.  The Investment Advisor shall comply with all
requirements set forth in the Registration Statement and the Prospectus.  The Investment Advisor shall use and distribute,
in connection with the Shares, only the Prospectus and, if necessary, any
separate prospectus relating solely to the DRIP, and such sales literature and
advertising materials that shall conform in all respects to any restrictions of
local law and the applicable requirements of the Securities Act of 1933, as
amended, and that have been approved in writing by the Company.  The Company reserves the right to establish
such additional procedures as it may deem necessary to ensure compliance with
the requirements of the Registration Statement, and the Investment Advisor
shall comply with all such additional procedures to the extent that it has
received written notice thereof.


 


(c)          All monies received for
purchase of any of the Shares shall be forwarded by the Investment Advisor to
D.H. Hill Securities, LLP for delivery to Wells Fargo Bank, N.A. (the “Escrow
Agent”), where such monies will be deposited in an escrow account established
by the Company solely for such subscriptions, except that, until such time (if
any) that such monies are deliverable to the Company pursuant to the Escrow
Agreement between the Company and the Escrow Agent, the Investment Advisor
shall return any check not made payable to “Wells Fargo Bank, Hartman
Commercial Properties REIT” directly to the subscriber who submitted the
check.  Subscriptions will be accepted as
described in the Prospectus.  Each
Investment Advisor receiving a subscriber’s check will deliver such check to
the Escrow Agent no later than the close of business of the first business day
after receipt of the subscription documents by the Investment Advisor.


 


(d)         During the full term of this
Agreement, the Company shall have full authority to take such action as it may
deem advisable in respect to all matters pertaining to the performance of the
Investment Advisor under this Agreement.


 


(e)          The Shares may be purchased
by clients of the Investment Advisor only where the Shares may be legally
offered and sold, only by such persons who shall be legally qualified to
purchase the Shares, and only by such persons in such states in which the
Investment Advisor is registered as an investment advisor or exempt from any
applicable registration requirements.


 


(f)            The Investment Advisor shall
have no obligation under this Agreement to advise its clients to purchase any
of the Shares.


 


(g)         The Investment Advisor will
use every reasonable effort to assure that Shares are purchased only by
investors who:


 


(1)                      meet the “investor suitability” standards, including the minimum income
and net worth standards established by the Company and set forth in the
Prospectus, and minimum purchase requirements set forth in the Registration
Statement;


 


(2)                      can reasonably benefit from an investment in the Company based on each
prospective investor’s overall investment objectives and portfolio structure;


 


20





















 


(3)       are able
to bear the economic risk of the investment based on each prospective investor’s
overall financial situation; and


 


(4)       have
apparent understanding of: (a) the fundamental risks of the investment; (b) the
risk that the prospective investor may lose the entire investment; (c) the lack
of liquidity of the Shares; (d) the restrictions on transferability of the
Shares; (e) the background and qualifications of the employees and agents of
Hartman Management, L.P., the advisor to the Company; and (f) the tax
consequences of an investment in the Shares.


 


(5)       The
Investment Advisor will make the determinations required to be made by it
pursuant to this subparagraph (g) based on information it has obtained from
each prospective investor, including, at a minimum, but not limited to, the
prospective investor’s age, investment objectives, investment experience,
income, net worth, financial situation and other investments of the prospective
investor, as well as any other pertinent factors deemed by the Investment
Advisor to be relevant.


 


(h)   In
addition to complying with the provisions of subparagraph (g) above, and not in
limitation of any other obligations of the Investment Advisor to determine
suitability imposed by state or federal law, the Investment Advisor agrees that
it will comply fully with the following provisions:


 


(1)       The
Investment Advisor shall have reasonable grounds to believe, based upon
information provided by the investor concerning his or her investment
objectives, other investments, financial situation and needs, and upon any
other information known by the Investment Advisor, that (A) each client of the
Investment Advisor that purchases Shares is or will be in a financial position
appropriate to enable him or her to realize to a significant extent the
benefits (including tax benefits) of an investment in the Shares, (B) each
client of the Investment Advisor that purchases Shares has a fair market net
worth sufficient to sustain the risks inherent in an investment in the Shares
(including potential loss and lack of liquidity), and (C) the Shares otherwise
are or will be a suitable investment for each client of the Investment Advisor
that purchases Shares, and the Investment Advisor shall maintain files
disclosing the basis upon which the determination of suitability was made;


 


(2)       The
Investment Advisor shall not execute any transaction involving the purchase of
Shares in a discretionary account without prior written approval of the
transactions by the investor;


 


(3)       The
Investment Advisor shall have reasonable grounds to believe, based upon the
information made available to it, that all material facts are adequately and
accurately disclosed in the Registration Statement and provide a basis for
evaluating the Shares;


 


(4)       In making
the determination set forth in subparagraph (3) above, the Investment Advisor
shall evaluate items of compensation, physical properties, tax aspects,
financial stability and experience of the sponsor, conflicts of interest and
risk factors, appraisals, as well as any other information deemed pertinent by
it;


 


(5)       The
Investment Advisor shall inform each prospective investor of all pertinent
facts relating to the lack of liquidity or marketability of the Shares.


 


(i)    The Investment
Advisor agrees to retain in its files, for a period of at least six years,
information that will establish that each purchaser of Shares falls within the
permitted class of investors.


 


(j)    The Investment
Advisor either (i) shall not purchase shares for its own account or (ii) shall
hold for investment any Shares purchased for its own account.


 


21





















 


(k)   The Investment
Advisor hereby confirms that it is familiar with Securities Act Release No.
4968 and Rule 15c2-8 under the Securities Exchange Act of 1934, as amended,
relating to the distribution of preliminary and final prospectuses, and
confirms that it has complied and will comply therewith.


 


(l)    A sale of
Shares shall be deemed to be completed only after the Company receives a
properly completed subscription agreement for Shares from the Investment
Advisor evidencing the fact that the investor had received a final Prospectus
at least five full business days prior to the completion date, together with
payment of the full purchase price of each purchased Share, from a buyer who
satisfies each of the terms and conditions of the Registration Statement and
the Prospectus, and only after such subscription agreement has been accepted in
writing by the Company.


 


(m)  Clients of an
Investment Advisor who have been advised by such Investment Advisor on an
ongoing basis regarding investments other than in the Company, and who are not
being charged by such Investment Advisor, through the payment of commissions or
otherwise, direct transaction based fees in connection with the purchase of the
Shares, may reduce the amount of selling commissions payable with respect to
the purchase of their shares down to zero.


 


2.                                       Compensation to Investment Advisor


 


The Company shall pay no
fees, commissions or other compensation to the Investment Advisor.


 


3.                                       Association of the Company with Other Advisors and
Dealers


 


It is expressly understood
between the Company and the Investment Advisor that the Company may cooperate
with broker-dealers who are registered as broker-dealers with the National
Association of Securities Dealers, Inc. (the “NASD”) or with other investment
advisors registered under the Investment Advisers Act of 1940, as amended. Such
broker-dealers and investment advisors may enter into agreements with the
Company on terms and conditions identical or similar to this Agreement and
shall receive such rates of commission or other fees as are agreed to between
the Company and the respective broker-dealers and investment advisors and as
are in accordance with the terms of the Prospectus.


 


4.                                       Conditions of the Investment Advisor’s Obligations


 


The Investment Advisor’s
obligations hereunder are subject, during the full term of this Agreement and
the Offering to (a) the performance by the Company of its obligations hereunder
and compliance by the Company with the covenants set forth in Section 7
hereof and (b) the conditions
that: (i) the Registration Statement shall become and remain effective; and
(ii) no stop order shall have been issued suspending the effectiveness of the
Offering.


 


5.                                       Conditions to the Company’s Obligations


 


The obligations of the
Company hereunder are subject, during the full term of this Agreement and the
Offering, to the conditions that (a) at the effective date of the Registration
Statement and thereafter during the term of this Agreement while any Shares
remain unsold, the Registration Statement shall remain in full force and effect
authorizing the offer and sale of the Shares; (b) no stop order suspending the
effectiveness of the Offering or other order restraining the offer or sale of
the Shares shall have been issued nor proceedings therefor initiated or
threatened by any state regulatory agency or the SEC; and (c) the Investment
Advisor shall have satisfactorily performed all of its obligations hereunder
and complied with the covenants set forth in Section 6 hereof.


 


22





















 


6.                                       Covenants of the Investment Advisor


 


The Investment Advisor
covenants, warrants and represents, during the full term of this Agreement,
that:


 


(a)          The Investment Advisor is
registered as an investment advisor under the Investment Advisers Act of 1940,
as amended, and registered or licensed as an investment advisor by the
appropriate regulatory agency of each state in which the advisor has clients,
or exempt from such registration requirements.


 


(b)         Neither the Investment
Advisor nor any person associated with the Investment Advisor is registered as
a broker-dealer or registered representative with the NASD.


 


(c)          The Investment Advisor shall
comply with all applicable federal and state securities laws, including,
without limitation, the disclosure requirements of the Investment Advisers Act
of 1940, as amended, and the provisions thereof requiring disclosure of the
existence of this Agreement and the compensation to be paid to the Investment
Advisor hereunder.


 


(d)         The Investment Advisor shall
maintain the records required by Section 204 of the Investment Advisers
Act of 1940, as amended, and Rule 204-2 thereunder in the form and for the
periods required thereby.


 


7.                                       Covenants of the Company


 


The Company covenants,
warrants and represents, during the full term of this Agreement, that:


 


(a)          It shall use its best
efforts to maintain the effectiveness of the Registration Statement and to file
such applications or amendments to the Registration Statement as may be
reasonably necessary for that purpose.


 


(b)         It shall promptly inform the
Investment Advisor whenever and as soon as it receives or learns of any order
issued by the SEC, any state regulatory agency or any other regulatory agency
which suspends the effectiveness of the Registration Statement or prevents the
use of the Prospectus or which otherwise prevents or suspends the offering or
sale of the Shares, or receives notice of any proceedings regarding any such
order.


 


(c)          It shall use its best
efforts to prevent the issuance of any order described herein at subparagraph
(b) hereof and to obtain the lifting of any such order if issued.


 


(d)         It shall give the Investment
Advisor written notice when the Registration Statement becomes effective and
shall deliver to the Investment Advisor such number of copies of the
Prospectus, and any supplements and amendments thereto, which are finally
approved by the SEC, as the Investment Advisor may reasonably request for sale
of the Shares.


 


(e)          It shall promptly notify the
Investment Advisor of any post-effective amendments or supplements to the
Registration Statement or Prospectus, and shall furnish the Investment Advisor
with copies of any revised Prospectus and/or supplements and amendments to the
Prospectus and/or any prospectus relating solely to the DRIP.


 


(f)            It shall keep the Investment
Advisor fully informed of any material development to which the Company is a
party or which concerns the business and condition of the Company.


 


23





















 


(g)         It shall use its best
efforts to cause, at or prior to the time the Registration Statement becomes
effective, the qualification of the Shares for offering and sale under the
securities laws of such states as the Company shall elect.


 


8.                                       Payment of Costs and Expenses


 


The Investment Advisor shall
pay all costs and expenses incident to the performance of its obligations under
this Agreement.


 


9.                                       Indemnification


 


(a)          The Investment Advisor
agrees to indemnify, defend and hold harmless the Company, its affiliates and
their or its officers, directors, trustees, employees and agents, against all
losses, claims, demands, liabilities and expenses, joint or several, including
reasonable legal and other expenses incurred in defending such claims or
liabilities, whether or not resulting in any liability to the Company, its
affiliates and their or its officers, directors, trustees, employees or agents,
which they or any of them may incur arising out of (i) the offer or sale (as
such term is defined in the Securities Act) by the Investment Advisor, or any
person acting on its behalf, of any Shares pursuant to this Agreement, if such
loss, claim, demand, liability, or expense arises out of or is based upon an
untrue statement or alleged untrue statement of a material fact, or any
omission or alleged omission of a material fact, other than a statement,
omission, or alleged omission by the Investment Advisor which is also, as the
case may be, contained in or omitted from the Prospectus or the Registration
Statement and which statement or omission was not based on information supplied
to the Company by such Investment Advisor; (ii) the breach by the Investment
Advisor, or any person acting on its behalf, of any of the terms and conditions
of this Agreement; or (iii) the negligence, malpractice or malfeasance of the
Investment Advisor.  This indemnity
provision shall survive the termination of this Agreement.


 


(b)         The Company agrees to
indemnify, defend and hold harmless the Investment Advisor, its officers,
directors, employees and agents, against all losses, claims, demands,
liabilities and expenses, including reasonable legal and other expenses
incurred in defending such claims or liabilities, which they or any of them may
incur, including, but not limited to, alleged violations of the Securities Act,
but only to the extent that such losses, claims, demands, liabilities and
expenses shall arise out of or be based upon (i) any untrue statement of a
material fact contained in the Prospectus or the Registration Statement, as
filed and in effect with the SEC or in any amendment or supplement thereto, or
in any application prepared or approved in writing by counsel to the Company
and filed with the SEC or any state regulatory agency in order to register or
qualify the Shares under the securities laws thereof (the “Blue Sky
applications”), or (ii) any omission or alleged omission to state therein a
material fact required to be stated in the Prospectus or the Registration
Statement or the Blue Sky applications, or necessary to make such statements,
and any part thereof, not misleading; provided, further, that any such untrue
statement, omission or alleged omission is not based on information included in
any such document which was supplied to the Company, or any officer of the
Company by such Investment Advisor; provided in each case that such claims or
liabilities did not arise from Investment Advisor’s own negligence, malpractice
or malfeasance.  This indemnity provision
shall survive the termination of this Agreement.


 


(c)          No indemnifying party shall
be liable under the indemnity provisions contained in subparagraphs (a) and (b)
above unless the party to be indemnified shall have notified such indemnifying
party in writing promptly after the summons or other first legal process giving
information of the nature of the claim served upon the party to be indemnified,
but failure to notify an indemnifying party of any such claim shall not relieve
it from any liabilities that it may have to the indemnified party


 


24





















 


against whom action is
brought other than on account of its indemnity agreement contained in
subparagraphs (a) and (b) above.  In the
case of any such claim, if the party to be indemnified notified the
indemnifying party of the commencement thereof as aforesaid, the indemnifying
party shall be entitled to participate at its own expense in the defense of
such claim.  If it so elects, in
accordance with arrangements satisfactory to any other indemnifying party or
parties similarly notified, the indemnifying party has the option to assume the
entire defense of the claim, with counsel who shall be satisfactory to such
indemnified party and all other indemnified parties who are defendants in such
action; and after notice from the indemnifying party of its election so to
assume the defense thereof and the retaining of such counsel by the
indemnifying party, the indemnifying party shall not be liable to such
indemnified party under subparagraphs (a) and (b) above for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof, other than for the reasonable costs of investigation.


 


10.                                 Term of Agreement


 


This Agreement shall become
effective on the date on which this Agreement is executed by the Company and
the Investment Advisor.  The Investment
Advisor and the Company may each prevent this Agreement from becoming
effective, without liability to the other, by written notice before the time
this Agreement otherwise would become effective.  After this Agreement becomes effective,
either party may terminate it at any time for any reason by giving thirty (30)
days’ written notice to the other party; provided, however, that this Agreement
shall in any event automatically terminate at the first occurrence of any of
the following events: (a) the Registration Statement for offer and sale of the
Shares shall cease to be effective; (b) the Offering shall be terminated; or
(c) the Investment Advisor’s license or registration to act as an investment
advisor shall be revoked or suspended by any federal, self-regulatory or state agency
and such revocation or suspension is not cured within ten (10) days from the
date of such occurrence.  In any event,
this Agreement shall be deemed suspended during any period for which such
license is revoked or suspended.


 


11.                                 Notices


 


All notices and
communications hereunder shall be in writing and shall be deemed to have been
given and delivered when deposited in the United States mail, postage prepaid,
registered or certified mail, to the applicable address set forth below.


 


	
  If sent to the Company:

  	
   

  	
  Hartman Commercial Properties REIT

  
	
   

  	
   

  	
  1450 W. Sam Houston Pkwy. N,
  Suite 100

  
	
   

  	
   

  	
  Houston, Texas 77043

  
	
   

  	
   

  	
  Attention: President

  



 


If sent to the Investment
Advisor: to the person whose name and address are identified in Exhibit A
hereto.


 


12.                                 Successors


 


This Agreement shall be
binding upon and inure to the benefit of the parties hereto, and shall not be
assigned or transferred by the Investment Advisor by operation of law or
otherwise.


 


13.                                 Miscellaneous


 


(a)          This Agreement shall be
construed in accordance with the applicable laws of the State of Maryland.


 


25





















 


(b)         Nothing in this Agreement
shall constitute the Investment Advisor as in association with or in
partnership with the Company.


 


(c)          This Agreement, including Exhibit
A hereto, embodies the entire understanding, between the parties to the
Agreement, and no variation, modification or amendment to this Agreement shall
be deemed valid or effective unless it is in writing and signed by both parties
hereto.


 


(d)         If any provision of this
Agreement shall be deemed void, invalid or ineffective for any reason, the
remainder of the Agreement shall remain in full force and effect.


 


(e)          This Agreement may be
executed in counterpart copies, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument comprising
this Agreement.


 


[SIGNATURES ON FOLLOWING PAGES]


 


26





















 


IN WITNESS WHEREOF, the
parties have executed this Agreement on the date and year indicated on Exhibit
A hereto.


 


	
  SELECTED INVESTMENT ADVISOR:

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HARTMAN COMMERCIAL PROPERTIES

  
	
  (Name of Investment Advisor)

  	
   

  	
  REIT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
  Witness

  
												



 


27





















 


EXHIBIT A


TO


SELECTED
INVESTMENT ADVISOR AGREEMENT


OF


HARTMAN
COMMERCIAL PROPERTIES REIT


 


This Exhibit
A is attached to and made a part of that certain Selected Investment Advisor
Agreement, dated as of the       day of                                          ,
200 , by and between Hartman Commercial Properties REIT, (the “Company”)
and                                                          (the
“Advisor”).


 


	
  1.

  	
  Date of Agreement:
                                 ,
  200  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Identity of
  Advisor:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Type of Entity:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  State Organized in:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Qualified to Do Business and in Good Standing in:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Registered as an Investment Advisor in the Following States:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Name and Address
  for Notice Purposes:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Company:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  City, State and Zip Code:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone Number (including area code):

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Please complete
  the following for our records:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  How many registered investment advisors are with your firm?

  	
   

  	
   

  	
   

  
														



(Please enclose a current list.)


 


28





















 


Does your firm publish a newsletter?   o Yes   o
No


 


What is/are the frequency of the
publication(s)?  o Weekly    o Monthly    o Quarterly


 


o
Bi-weekly     o
Bi-monthly     o Other
(please specify)                                               


 


PLEASE PLACE HARTMAN COMMERCIAL PROPERTIES REIT ON YOUR MAILING LIST
AND

PROVIDE A SAMPLE OF THE PUBLICATION IF AVAILABLE.


 


Does your firm have regular internal
mailings, or bulk package mailings to its registered investment advisors?    o Yes     o No


 


PLEASE PLACE
HARTMAN COMMERCIAL PROPERTIES REIT ON YOUR MAILING LIST

AND PROVIDE A SAMPLE OF THE PUBLICATION IF AVAILABLE.


 


Does your firm
have a computerized electronic mail (E-Mail) system for your registered
investment advisors?    o Yes    o No


 


	
  If so, please provide e-mail address:

  	
   

  
	
   

  
	
  Website address:

  	
   

  
	
   

  
	
  Person responsible:

  	
   

  
				



 


29