exv10w1






Exhibit 10.1




ADVISORY AGREEMENT




     This ADVISORY AGREEMENT
(this “Agreement”) is entered into on this the 28th day of
 September, 2011,
by and between COLE REAL ESTATE INCOME STRATEGY (DAILY NAV), INC.,
a Maryland corporation (the
“Company”), COLE REAL ESTATE INCOME STRATEGY (DAILY NAV) OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the
“Operating Partnership”) and COLE REAL ESTATE INCOME
STRATEGY (DAILY NAV) ADVISORS, LLC, a Delaware limited liability
company (the “Advisor”).



W I T N E S S E T H




     WHEREAS, the Company intends to issue shares of its common stock, par value $.01, to the
public, upon registration of such shares with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended;



     WHEREAS, the Company intends to qualify as a real estate investment trust and to invest its
funds in investments permitted by the terms of the Company’s Articles of Amendment and Restatement
and Sections 856 through 860 of the Internal Revenue Code;



     WHEREAS, the Company is the general partner of the Operating Partnership and intends to
conduct substantially all of its business through the Operating Partnership;



     WHEREAS, the Company and the Operating Partnership desire to avail themselves of the
experience, sources of information, advice, assistance and certain facilities available to the
Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on
behalf of, and subject to the supervision of the Board of Directors of the Company, all as provided
herein; and



     WHEREAS, the Advisor is willing to undertake to render such services, subject to the
supervision of the Board, on the terms and conditions hereinafter set forth.



     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:



ARTICLE I

DEFINITIONS




     The following defined terms used in this Agreement shall have the meanings specified below:



Acquisition Expenses. Any and all expenses incurred by the Company, the Operating
Partnership, the Advisor, or any of their Affiliates in connection with the selection, evaluation,
structuring, acquisition or development of any Asset, whether or not acquired, including, without
limitation, legal fees and expenses, travel and communications expenses, costs of appraisals,
nonrefundable option payments on property not acquired, accounting fees and expenses, and title
insurance premiums.




Advisor.
Cole Real Estate Income Strategy (Daily NAV) Advisors, LLC, a Delaware limited liability company, any
successor advisor to the Company, the Operating Partnership or any Person to which Cole Real Estate
Income Strategy (Daily NAV) Advisors, LLC, or any successor advisor subcontracts all or substantially all of its
functions. Notwithstanding the foregoing, a Person hired or retained by Cole Real Estate Income
Strategy (Daily NAV) Advisors, LLC to perform sub-advisory or property management and related services for the Company
or the Operating Partnership that is not hired or retained to perform substantially all of the
functions of Cole Real Estate Income Strategy (Daily NAV) Advisors, LLC with respect to the Company or the Operating
Partnership as a whole shall not be deemed to be an Advisor.




Advisory Fee. The fee payable to the Advisor pursuant to Section 3.01(b) of this Agreement.




 









 








Affiliate or Affiliated. As to any Person, (i) any Person directly or indirectly
owning, controlling, or holding, with the power to vote, 10.0% or more of the outstanding voting
securities of such Person; (ii) any Person 10.0% or more of whose outstanding voting securities are
directly or indirectly owned, controlled, or held, with power to vote, by such other Person; (iii)
any Person, directly or indirectly, controlling, controlled by, or under common control with such
Person; (iv) any executive officer, director, trustee or general partner of such Person; and (v)
any legal entity for which such Person acts as an executive officer, director, trustee or general
partner.




Annual Total Return. As further described in Section 3.01, the investment return provided
to Stockholders shall be equal to, for all such Shares outstanding during the calendar year (or
such other applicable period), distributions paid per Share over the calendar year (or such other
applicable period), adjusted for change in NAV per share over the calendar year (or such other
applicable period).




Articles of Incorporation. The Articles of Incorporation of the Company filed with the
Maryland State Department of Assessments and Taxation in accordance with the Maryland General
Corporation Law, as amended from time to time.




Assets. Properties, Mortgages and other direct or indirect investments in equity interests
in, or loans secured by, Real Property owned by the Company, directly or indirectly through one or
more of its Affiliates.




Average Invested Assets. For a specified period, the average of the aggregate book value of
the Assets, before reserves for depreciation, amortization, bad debts or other similar non-cash
reserves, other than impairment charges, computed by taking the average of such values at the end
of each business day during such period.




Board. The Board of Directors of the Company.




Business Day. Any day the New York Stock Exchange is open for trading.




Bylaws. The bylaws of the Company, as the same are in effect as amended from time to time.




Change of Control. Any event (including, without limitation, issue, transfer or other
disposition of Shares of capital stock of the Company or equity interests in the Operating
Partnership, merger, share exchange or consolidation) after which any “person” (as that term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes
the “beneficial owner” (as defined in Rule 13d-j of the Securities Exchange Act of 1934, as
amended), directly or indirectly, of securities of the Company or the Operating Partnership
representing greater than 50% or more of the combined voting power of the Company’s or the
Operating Partnership’s then outstanding securities, respectively; provided, that, a Change of
Control shall not be deemed to occur as a result of any widely distributed public offering of the
Shares.




Code. Internal Revenue Code of 1986, as amended from time to time, or any successor statute
thereto. Reference to any provision of the Code shall mean such provision as in effect from time to
time, as the same may be amended, and any successor provision thereto, as interpreted by any
applicable regulations as in effect from time to time.




Company.
Cole Real Estate Income Strategy (Daily NAV), Inc., a corporation organized under the laws of the
State of Maryland.




Dealer Manager. Cole Capital Corporation, an Affiliate of the Advisor, or such Person
selected by the Board to act as the dealer manager for an Offering.




Dealer Manager Fee. The dealer manager fee payable to the Dealer Manager as described in
the Company’s Prospectus.




Director. A member of the Board.




Distributions. Any dividends or other distributions of money or other property by the
Company to owners of Shares, including distributions that may constitute a return of capital for
federal income tax purposes.




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Fees. The Advisory Fee and the Performance Fee.




Gross Proceeds. The aggregate purchase price of all Shares sold for the account of the
Company through an Offering, without deduction for Dealer Manager Fees or Organization and Offering
Expenses. For the purpose of computing Gross Proceeds, the purchase price of any Share for which
reduced Dealer Manager Fees are paid to the Dealer Manager or a Soliciting Dealer (where net
proceeds to the Company are not reduced) shall be deemed to be the full amount of the Offering
price per Share pursuant to the Prospectus for such Offering without reduction.




Independent Director. A Director who is not, and within the last two years has not been,
directly or indirectly associated with the Sponsor or the Advisor by virtue of (i) ownership of an
interest in the Sponsor, the Advisor or any of their Affiliates, (ii) employment by the Sponsor,
the Advisor or any of their Affiliates, (iii) service as an officer or director of the Sponsor, the
Advisor or any of their Affiliates, (iv) performance of services, other than as a Director, for the
Company, (v) service as a director or trustee of more than three real estate investment trusts
organized by the Sponsor or advised by the Advisor or (vi) maintenance of a material business or
professional relationship with the Sponsor, the Advisor or any of their Affiliates. A business or
professional relationship is considered “material” per se if the gross revenue derived by the
prospective Independent Director from the Sponsor, the Advisor and their Affiliates exceeds 5.0% of
either (x) the prospective Independent Director’s annual gross revenue, derived from all sources,
during either of the last two years, or (y) the prospective Independent Director’s net worth on a
fair market value basis. An indirect relationship with the Sponsor or the Advisor shall include
circumstances in which a Director’s spouse, parent, child, sibling, mother- or father-in-law, son-
or daughter-in-law, or brother- or sister-in-law is or has been associated with the Sponsor, the
Advisor, any of their Affiliates or the Company.




Independent Valuation Expert. A firm that is (i) engaged to a substantial degree in the
business of conducting appraisals of real estate portfolios, (ii) not affiliated with the Advisor
and (iii) engaged by the Company with the approval of the Board to appraise the Assets pursuant to
the Valuation Guidelines.




Joint Ventures. The joint venture or partnership arrangements in which the Company or the
Operating Partnership is a co-venturer or general partner which are established to acquire or hold
Assets.




Mortgages. In connection with mortgage financing provided, invested in or purchased by the
Company, all of the notes, deeds of trust, security interests or other evidences of indebtedness or
obligations, which are secured or collateralized by Real Property owned by the borrowers under such
notes, deeds of trust, security interests or other evidences of indebtedness or obligations.




NASAA Guidelines. The Statement of Policy Regarding Real Estate Investment Trusts published
by the North American Securities Administrators Association, Inc. on May 7, 2007, and in effect on
the date hereof.




NAV. The Company’s net asset value, calculated pursuant to the Valuation Guidelines.




Net Income. For any period, the Company’s total revenues applicable to such period, less
the total expenses applicable to such period other than additions to reserves for depreciation, bad
debts or other similar non-cash reserves and excluding any gain from the sale of the Assets or
Other Investments.




Offering. Any public offering and sale of Shares pursuant to an effective registration
statement filed under the Securities Act, other than a public offering of Shares under a
distribution reinvestment plan and Shares offered under any employee benefit plan.




Operating Expenses. All costs and expenses paid or incurred by the Company, as determined
under generally accepted accounting principles which are in any way related to the operation of the
Company or to Company business, including the Advisory Fee, but excluding (i) the expenses of
raising capital such as Organization and Offering Expenses, legal, audit, accounting, underwriting,
brokerage, listing, registration, and other fees, printing and other such expenses and tax incurred
in connection with the issuance, distribution, transfer and registration of securities, (ii)
interest payments, (iii) taxes, (iv) non-cash expenditures such as depreciation, amortization and
bad debt reserves, (v) incentive fees paid in compliance with the NASAA Guidelines; (vi)
Acquisition Expenses,




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(vii)
real estate commissions on the sale of Real Property, and (viii) other fees and expenses connected
with the acquisition, disposition, management and ownership of real estate interests, mortgages or
other property (including the costs of foreclosure, insurance premiums, legal services,
maintenance, repair, and improvement of property). The definition of “Operating Expenses” set forth
above is intended to encompass only those expenses which are required to be treated as Operating
Expenses under the NASAA Guidelines. As a result, and notwithstanding the definition set forth
above, any expense of the Company which is not part of Operating Expenses under the NASAA
Guidelines shall not be treated as part of Operating Expenses for purposes hereof.




Operating Partnership. Operating Partnership shall have the meaning set forth in the
preamble of the Agreement.




Organization and Offering Expenses. All expenses incurred by and to be paid from the assets
of the Company in connection with and in preparing the Company for registration of and subsequently
offering and distributing its Shares to the public, including, but not limited to, total
underwriting and brokerage discounts and commissions (including fees of the underwriters’
attorneys); expenses for printing, engraving and mailing; salaries of employees while engaged in
sales activities; charges of transfer agents, registrars, trustees, escrow holders, depositaries
and experts; and expenses of qualification of the sale of the securities under federal and state
laws, including taxes and fees; and accountants’ and attorneys’ fees.




Other Investments. Any investments by the Company or the Operating Partnership in (i) debt
and equity interests that are unrelated to real estate, including (a) securities such as common
stocks, preferred stocks and options to acquire stock and (b) debt and derivative securities; and
(ii) transactions designed to limit the Company’s or the Operating Partnership’s exposure to market
volatility, illiquidity, interest rate or other risk related to the Company’s or the Operating
Partnership’s real-estate related, equity or debt securities.




Performance Fee. The fee payable to the Advisor pursuant to Section 3.01(c) of this
Agreement.




Person. An individual, corporation, business trust, estate, trust, partnership, limited
liability company or other legal entity.




Priority Return. Priority Return Percentage has the meaning set forth in 3.01(c).




Property or Properties. As the context requires, any, or all, respectively, of the
Real Property acquired by the Company, either directly or indirectly (whether through Joint Venture
or other partnership or investment interests).




Prospectus. Prospectus has the meaning set forth in Section 2(10) of the Securities Act,
including a preliminary prospectus, an offering circular as described in Rule 253 of the General
Rules and Regulations under the Securities Act or, in the case of an intrastate offering, any
document by whatever name known, utilized for the purpose of offering and selling securities of the
Company to the public.




Real Estate Related Assets. Any investments by the Company or the Operating Partnership in
(i) mortgage, mezzanine, bridge and other loans on Real Property, (ii) equity securities such as
common stocks, preferred stocks and convertible securities of public or private real estate
companies, and (iii) debt securities such as collateralized mortgage backed securities, commercial
mortgages and other debt securities.




Real Property. Land, rights in land (including leasehold interests), and any buildings,
structures, improvements, furnishings, fixtures and equipment located on or used in connection with
land and rights or interests in land owned from time to time by Company, the Operating Partnership
or subsidiary thereof, either directly or through Joint Ventures.




REIT. A corporation, trust, association or other legal entity (other than a real estate
syndication) that is engaged primarily in investing in equity interests in real estate (including
fee ownership and leasehold interests) or in loans secured by real estate or both in accordance
with Sections 856 through 860 of the Code.




Registration Statement. That certain registration statement on Form S-11, as amended, of
the Company filed with the Securities and Exchange Commission related to the registration of the
Shares for the Company’s initial Offering.




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Securities Act. The Securities Act of 1933, as amended from time to time, or any successor
statute thereto. Reference to any provision of the Securities Act shall mean such provision as in
effect from time to time, as the same may be amended, and any successor provision thereto, as
interpreted by any applicable regulations as in effect from time to time.




Shares. Any Shares of the Company’s common stock, par value $.01 per share.




Soliciting Dealers. Broker-dealers who are members of the Financial Industry Regulatory
Authority, Inc., or that are exempt from broker-dealer registration, and who, in either case, have
executed participating broker or other agreements with the Dealer Manager to sell Shares.




Sponsor. Cole Holdings Corporation.




Stockholders. The record holders of the Shares as maintained in the books and records of
the Company or its transfer agent.




Sub-Advisor. Sub-Advisor and Sub-Advisors shall have the meaning set forth in Section 2.04.




Termination Date. The date of termination of this Agreement.




Valuation Guidelines. The valuation guidelines adopted by the Board, as amended from time
to time and as described in the Company’s Prospectus.




2%/25% Guidelines. The requirement pursuant to the NASAA Guidelines that, in any four
consecutive fiscal quarters, total Operating Expenses not exceed the greater of 2% of Average
Invested Assets during such period or 25% of Net Income over the same period.




ARTICLE II

THE ADVISOR




2.01 Appointment. The Company hereby appoints the Advisor to serve as its advisor on the
terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.
By accepting such appointment, the Advisor acknowledges that it has contractual and fiduciary
responsibility to the Company and the Stockholders.




2.02 Duties of the Advisor. Subject to Section 2.08, the Advisor undertakes to use its
commercially reasonable best efforts to present to the Company potential investment opportunities
consistent with the investment objectives and policies of the Company as determined and adopted
from time to time by the Board. In performance of this undertaking, subject to the supervision of
the Board and consistent with the provisions of the Company’s most recent Prospectus for Shares,
Articles of Incorporation and Bylaws, the Advisor shall, either directly or by engaging a duly
qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:




     (a) serve as the Company’s investment and financial advisor and provide research and economic
and statistical data in connection with the Assets and the Company’s investment policies;



     (b) determine the proper allocation of the Company’s and Operating Partnership’s Assets
between (i) retail, office and industrial properties, (ii) Real Estate Related Assets and Other
Investments, and (iii) cash and cash equivalents and other short-term investments;



     (c) select a Sub-Advisor, joint venture and strategic partners, and service providers for the
Company and structure corresponding agreements;



     (d) provide the daily management of the Company and perform and supervise the various
administrative functions reasonably necessary for the management and operations of the Company;



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     (e) provide property management and leasing services;



     (f) maintain and preserve the books and records of the Company, including stock books and
records reflecting a record of the Stockholders and their ownership of the Company’s Shares;



     (g) investigate, select, and, on behalf of the Company and the Operating Partnership, engage
and conduct business with such Persons as the Advisor deems necessary to the proper performance of
its obligations hereunder, including but not limited to consultants, accountants, correspondents,
lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow
agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks,
builders, developers, property owners, mortgagors, property management companies, transfer agents
and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons
acting in any other capacity deemed by the Advisor necessary or desirable for the performance of
any of the foregoing services, including but not limited to entering into contracts in the name of
the Company with any of the foregoing;



     (h) consult with, and provide information to, the officers and the Board and assist the Board
in the formulation and implementation of the Company’s financial policies, and, as necessary,
furnish the Board with advice and recommendations with respect to the making of investments
consistent with the investment objectives and policies of the Company and in connection with any
borrowings proposed to be undertaken by the Company;



     (i) subject to the provisions of Sections 2.02(m) and 2.03 hereof, (i) locate, analyze and
select potential investments in Assets and Other Investments, (ii) structure and negotiate the
terms and conditions of transactions pursuant to which investment in Assets and Other Investments
will be made; (iii) make investments in Assets and Other Investments on behalf of the Company or
the Operating Partnership in compliance with the investment objectives and policies of the Company;
(iv) arrange, structure and negotiate financing and refinancing and make other changes in the asset
or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal
with the investments in, Assets and Other Investments; (v) enter into leases of Property and
service contracts for Assets; and (vi) review and analyze each Property’s operating and capital
budget; and, to the extent necessary, perform all other operational functions for the maintenance
and administration of such Assets, including the servicing of Mortgages;



     (j) provide input in connection with the valuations performed by the Independent Valuation
Expert;



     (k) monitor the Independent Valuation Expert’s valuation process to ensure that it complies
with the Valuation Guidelines and report on such compliance to the Board on a quarterly basis;



     (l) provide the Board with periodic reports regarding prospective investments in Assets and
Other Investments;



     (m) if a transaction requires approval by the Board, deliver to the Board all documents
required by them to properly evaluate the proposed transaction;



     (n) obtain the prior approval of a majority of the Independent Directors and a majority of the
Board not otherwise interested in any transaction with the Advisor or its Affiliates;



     (o) negotiate on behalf of the Company with banks or lenders for loans to be made to the
Company, negotiate on behalf of the Company with investment banking firms and broker-dealers, and
negotiate private sales of Shares and other securities of the Company or obtain loans for the
Company, as and when appropriate, but in no event in such a way so that the Advisor shall be acting
as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third
parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the
Company;



     (p) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where
appropriate, concerning the value of investments or contemplated investments of the Company in
Assets and Other Investments;



     (q) from time to time, or at any time reasonably requested by the Board, make reports to the
Board of its performance of services to the Company under this Agreement;



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     (r) provide the Company with, or assist the Company in arranging for, all necessary cash
management services;



     (s) deliver to or maintain on behalf of the Company copies of all appraisals obtained in
connection with the investments in Assets and Other Investments;



     (t) upon request of the Company, act, or obtain the services of others to act, as
attorney-in-fact or agent of the Company in making, requiring and disposing of Assets and Other
Investments, disbursing, and collecting the funds, paying the debts and fulfilling the obligations
of the Company and handling, prosecuting and settling any claims of the Company, including
foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any
of the Assets and Other Investments;



     (u) arrange for the disposal of Properties on the Company’s behalf in compliance with the
Company’s investment objectives and policies as stated in the Company’s most recent Prospectus for
Shares;



     (v) supervise the preparation and filing and distribution of returns and reports to
governmental agencies and to Stockholders and other investors and act on behalf of the Company in
connection with investor relations;



     (w) oversee recruitment and hiring of personnel who will have direct responsibility for the
operations of each property we acquire, which may include, but is not limited to, on-site managers
and building and maintenance personnel, and direct and establish policies for such personnel;



     (x) provide office space, equipment and supplies as required for the performance of the
foregoing services as Advisor;



     (y) assist the Company in preparing all reports and returns required by the Securities and
Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and



     (z) do all things necessary to assure its ability to render the services described in this
Agreement.



2.03 Authority of Advisor. Pursuant to the terms of this Agreement, including the duties
set forth in Section 2.02 and the restrictions included in this Section 2.03 and in Section 2.07,
and subject to the continuing and exclusive authority of the Board over the management of the
Company, the Board hereby delegates to the Advisor the authority to (i) find and evaluate
investment opportunities for the Company and the Operating Partnership consistent with the
Company’s investment objectives, (ii) structure the terms and conditions of transactions pursuant
to which investments will be made or acquired for the Company or the Operating Partnership, (iii)
acquire Properties, make and acquire Mortgages and other loans and invest in Assets and Other
Investments in compliance with the investment objectives and policies of the Company, (iv) arrange
for financing and refinancing of Assets, (v) enter into leases for the Properties and service
contracts for the Assets with duly qualified and licensed non-affiliated and Affiliated Persons,
including oversight of non-affiliated and Affiliated Persons that perform property management,
acquisition, advisory, disposition or other services for the Company, and (vi) arrange for, or
provide, accounting and other record-keeping functions at the Asset level.




     The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the
authority set forth in this Section 2.03, provided however, that such modification or revocation
shall be effective upon receipt by the Advisor or such later date as is specified by the Board and
included in the notice provided to the Company and such modification or revocation shall not be
applicable to investment transactions to which the Advisor has committed the Company prior to the
date of receipt by the Advisor of such notification, or, if later, the effective date of such
modification or revocation specified by the Board.



2.04 Sub-Advisors. The Advisor is hereby authorized to enter into one or more sub-advisory
agreements with other investment advisors, including any Affiliate of the Advisor (each, a
“Sub-Advisor”) pursuant to which the Advisor may obtain the services of the Sub-Advisor(s) to
assist the Advisor in fulfilling any of its responsibilities hereunder. Specifically, the Advisor
may retain a Sub-Advisor to recommend specific real properties, securities or other investments
based upon the Company’s investment objectives, policies, guidelines and restrictions, and work,
along with the Advisor, in sourcing, structuring, negotiating, arranging or effecting the
acquisition or disposition of




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such investments and monitoring investments on behalf of the Company, subject to the oversight of
the Advisor and the Board.




     (a) Unless otherwise agreed upon by the Company, the Advisor and not the Company shall be
responsible for any compensation payable to any Sub-Advisor. Notwithstanding the foregoing, the
Company shall reimburse the Advisor for any expenses properly incurred by the Sub-Advisor, to the
extent such expenses would be reimbursable if incurred by the Advisor pursuant to the terms of
Section 3.02 hereof, in order for the Advisor to timely reimburse the Sub-Advisor for such
out-of-pocket costs.



     (b) Any sub-advisory agreement entered into by the Advisor shall be in accordance with the
requirements of the Articles of Incorporation, Bylaws, and all applicable federal and state laws
and regulations.



2.05 Bank Accounts. The Advisor may establish and maintain one or more bank accounts in its
own name for the account of the Company and the Operating Partnership and may collect and deposit
into any such account or accounts, and disburse from any such account or accounts, any money on
behalf of the Company or the Operating Partnership, under such terms and conditions as the Board
may approve, provided that no funds of the Company or the Operating Partnership shall be commingled
with the funds of the Advisor; and the Advisor shall from time to time, upon request by the Board,
its Audit Committee or the auditors of the Company, render appropriate accountings of such
collections and payments to the Board, its Audit Committee and the auditors of the Company.




2.06 Records; Access. The Advisor shall maintain appropriate records of all its activities
hereunder and make such records available for inspection by the Board and by counsel, auditors and
authorized agents of the Company, at any time or from time to time, upon reasonable request, during
normal business hours. The Advisor shall at all reasonable times have access to the books and
records of the Company and the Operating Partnership.




2.07 Limitations on Activities. Anything else in this Agreement to the contrary
notwithstanding, the Advisor shall refrain from taking any action which, in its sole
judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b)
subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate
any law, rule, regulation or statement of policy of any governmental body or agency having
jurisdiction over the Company, the Shares or its other securities, or (d) not be permitted by the
Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which
case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact
of such action and shall refrain from taking such action until it receives further clarification or
instructions from the Board. In such event the Advisor shall have no liability for acting in
accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the
Advisor, its directors, officers, employees and stockholders, and the directors, officers,
employees and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the
Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees or
stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers,
employees or stockholders, except as provided in Section 5.02 of this Agreement.




2.08 Other Activities of the Advisor. Nothing herein contained shall prevent the Advisor or
its Affiliates from engaging in other activities, including, without limitation, the rendering of
advice to other Persons (including other REITs) and the management of other programs advised,
sponsored or organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict
the right of any director, officer, employee, or stockholder of the Advisor or its Affiliates to
engage in any other business or to render services of any kind to any other Person. The Advisor
may, with respect to any investment in which the Company is a participant, also render advice and
service to each and every other participant therein. The Advisor shall report to the Board the
existence of any condition or circumstance, existing or anticipated, of which it has knowledge,
which creates or could create a conflict of interest between the Advisor’s obligations to the
Company and its obligations to or its interest in any other Person. The Advisor or its Affiliates
shall promptly disclose to the Board knowledge of such condition or circumstance. If the Sponsor,
Advisor, any Director or Affiliates thereof have sponsored other investment programs with similar
investment objectives which have investment funds available at the same time as the Company, it
shall be the duty of the Board (including the Independent Directors) to adopt the method set forth
in the Company’s most recent Prospectus for its Shares or another reasonable method by which
investments are to be allocated to the competing investment entities and to use their best efforts
to apply such method fairly to the Company.




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ARTICLE III

COMPENSATION




3.01 Fees.




     (a) The Advisor shall receive an Advisory Fee and Performance Fee as compensation for the
services rendered hereunder. The Advisor is not entitled to acquisition, disposition or financing
fees.



     (b) The Advisory Fee will be payable in arrears on a monthly basis and accrue daily in an
amount equal to 1/365th of 0.90% of the NAV for each day.



     (c) The Performance Fee will not be paid for any calendar year in which the Annual Total
Return as a percentage of Stockholders’ invested capital as of the last Business Day of such
calendar year is less than or equal to 6%. The Performance Fee will equal 25.0% of the difference
between (i) the Annual Total Return and (ii) the amount required to provide the Stockholders an
Annual Total Return of 6% for the measurement period (the “Priority Return”). In no event will the
Performance Fee exceed 10.0% of the Annual Total Return in any calendar year. The Priority Return
calculation will reflect fluctuations in the actual number of Shares outstanding during the year,
such that for Shares outstanding for less than 12 months (because of new Share issuances and/or
Share redemptions) a pro rated Annual Total Return will be determined for the partial period those
Shares were outstanding based on the NAV per share associated with them. On a daily basis the
Advisor will utilize the annualized internal rate of return (or if such rate of return is negative,
zero) on Stockholders’ invested capital based on NAV starting from the last calendar day of the
prior calendar year (Day 1) and ending on the then current day (Day N). For such internal rate of
return calculation, (i) the beginning investment value shall be equal to the NAV at the end of Day
1 (after accrual of all fees and expenses attributable to that year), (ii) the ending investment
value shall be NAV after accrual of all expenses and distributions, but prior to any purchases,
redemptions and distributions, on Day N, and (iii) for each day between Day 1 and Day N net daily
investment inflows or outflows, as applicable, will be factored in, specifically all Share
redemptions and accrued distributions less the total of the gross proceeds the Company receives
from the sale of Shares in the Offering on such day. The Performance
Fee for each calendar year for which the fee is payable shall be paid
on or before the earlier of (y) promptly after
the audited financial statements for such calendar year become
available, or (z) March 15 of the year following such calendar year, provided that if this
Agreement or its term expires without renewal prior to December 31 of any calendar year, then the
Performance Fee for such partial year shall be payable promptly after the Company files its
unaudited financial statements on Form 10-Q for the quarter that
includes the Termination Date, but in no event later than March 15 of
the year following the partial year for such quarterly unaudited
financial statements.
The Performance Fee shall be payable for each calendar year in which this Agreement is in effect,
even if the Agreement is in effect for less than a full calendar year.



     (d) The Fees are payable in cash, unless the Company or the Operating Partnership elects, with
the Advisor’s consent, to pay in Shares, a promissory note or any combination of the foregoing.



     (e) In the event the Company or the Operating Partnership commences a liquidation of its
Investments during any calendar year, the Company will pay the Advisor the Fees from the proceeds
of the liquidation and the Performance Fee will be calculated at the end of the liquidation period
prior to the distribution of the liquidation proceeds to the Stockholders.



     (f) In the event this Agreement is terminated or its term expires without renewal, the Fees
will be calculated and due and payable after the calculation of NAV on the Termination Date. If the
Fees are payable with respect to any partial calendar month or calendar year, the Advisory Fee will
be prorated based on the number of days elapsed during any partial calendar month and the
Performance Fee will be prorated based on the number of days elapsed during any partial calendar
year and Annual Total Return achieved for the period of such partial calendar year.



9









 





3.02 Expenses.




     (a) As required by the NASAA Guidelines, Dealer Manager Fees and Organization and Offering
Expenses paid by the Company will not exceed 15.0% of Gross Proceeds from the sale of Shares in the
Offering.



     (b) In addition to the compensation paid to the Advisor pursuant to Section 3.01 hereof, the
Company or the Operating Partnership shall pay directly or reimburse the Advisor for all of the
expenses paid or incurred by the Advisor in connection with the services it provides to the Company
and the Operating Partnership pursuant to this Agreement, including, but not limited to:



          (i) Organization and Offering Expenses; provided that within 60 days after the end of the
month in which an Offering terminates, the Advisor shall reimburse the Company to the extent the
Organization and Offering Expenses and Dealer Manager Fees borne by the Company exceed 15.0% of the
Gross Proceeds raised in the completed Offering;



          (ii) Acquisition Expenses incurred in connection with the selection and acquisition of Assets,
including such expenses incurred related to assets pursued or considered but not ultimately
acquired by the Company, subject to limitations set forth in the Articles of Incorporation;



          (iii) the actual cost of goods, services and materials used by the Company and obtained from
Persons not affiliated with the Advisor, other than Acquisition Expenses, including property
management and leasing services;



          (iv) interest and other costs for borrowed money, including discounts, points and other
similar fees;



          (v) taxes and assessments on income or property and taxes as an expense of doing business and
any other taxes otherwise imposed on the Company and its business, assets or income;



          (vi) costs associated with insurance required in connection with the business of the Company
or by the Board;



          (vii) expenses of managing and operating Assets and Other Investments owned by the Company,
whether payable to an Affiliate of the Company, including wages and salaries and other personnel
related expenses, unless otherwise waived, in whole or in part, by the Affiliate in its sole
discretion, of all on-site and off-site employees of the Affiliate who are engaged in the
operation, management, maintenance and leasing or access control of the Asset, or to a
non-affiliated Person;



          (viii) all expenses in connection with payments to the Board for attending meetings of the
Board and Stockholders;



          (ix) expenses associated with the issuance and distribution of Shares and other securities of
the Company, such as underwriting fees, advertising expenses, legal and accounting fees, taxes and
registration fees;



          (x) expenses connected with payments of Distributions in cash or otherwise made or caused to
be made by the Company to the Stockholders



          (xi) expenses of organizing, reorganizing, liquidating or dissolving the Company or of
amending the Articles of Incorporation or the Bylaws;



          (xii) expenses of any third party transfer agent for the Shares and of maintaining
communications with Stockholders, including the cost of preparation, printing, and mailing annual
reports and other Stockholder reports, proxy statements and other reports required by governmental
entities;



          (xiii) administrative service expenses, including all costs and expenses incurred by Advisor
in fulfilling its duties hereunder. Such costs and expenses may include reasonable wages and
salaries and other personnel-
related expenses of all employees of Advisor or its Affiliates who are engage in the
management, administration,



10









 





operations, and marketing of the Company and its Assets, including
taxes, insurance and benefits relating to such employees, and legal, travel and other out-of-pocket
expenses which are directly related to their services provided hereunder, provided, however that no
reimbursement shall be made for costs of such employees of the Advisor or its Affiliates to the
extent that such employees perform services for which the Advisor receives a separate fee; and



          (xiv) audit, accounting and legal fees, and other fees and expenses associated with regulatory
compliance.



     (c) Expenses, other than Organization and Offering Expenses, incurred by the Advisor on behalf
of the Company and the Operating Partnership and payable pursuant to this Section 3.02 shall be
reimbursed no less than quarterly to the Advisor within 60 days after the end of each quarter. The
Advisor shall prepare a statement documenting the expenses of the Company and the Operating
Partnership during each quarter, and shall deliver such statement to the Company and the Operating
Partnership within forty-five (45) days after the end of each quarter.



     (d) Organization and Offering Expenses incurred by the Advisor shall be reimbursed, beginning
on the date the Offering proceeds are released from escrow as set forth in the Registration
Statement, no less than monthly to the Advisor within twenty-eight (28) days after the end of each
month. The aggregate amount reimbursed each month can never exceed 0.75% of the aggregate Gross
Proceeds from the sale of Shares in the Offering, including shares issued in connection with the
Company’s distribution reinvestment plan. If the sum of the total unreimbursed amount of such
Organization and Offering Expenses, plus new Organization and Offering Expenses incurred since the
last reimbursement payment, exceeds the reimbursement limit described in the previous sentence for
the applicable monthly installment, the excess will be eligible for reimbursement in subsequent
months (subject to the 0.75% limit) calculated on an accumulated basis, until the Advisor has been
reimbursed in full. The Advisor shall prepare a statement documenting the Organization and
Offering Expenses of the Company and the Operating Partnership during each month, and shall deliver
such statement to the Company and the Operating Partnership within twenty (20) days after the end
of each month.



     (e) The expense reimbursements payable to the Advisor are payable in cash, unless the Company
or the Operating Partnership elects, with the Advisor’s consent, to pay in Shares, a promissory
note or any combination of the foregoing.



3.03 Other Services. Should the Board request that the Advisor or any director, officer or
employee thereof render services for the Company other than set forth in Section 2.02, such
services shall be separately compensated at such rates and in such amounts as are agreed by the
Advisor and the Board, subject to the limitations contained in the Articles of Incorporation, and
shall not be deemed to be services pursuant to the terms of this Agreement.




3.04 Reimbursement to the Advisor. The Company shall not reimburse the Advisor, at the end
of any fiscal quarter, for any Operating Expenses to the extent that, in the four consecutive
fiscal quarters then ended (the “Expense Year”) the Operating Expenses exceed (the “Excess Amount”)
the greater of (i) 2% of Average Invested Assets or (ii) 25% of Net Income (the “2%/25%
Guidelines”) for that period of four consecutive quarters unless the Independent Directors
determine that such excess was justified, based on unusual and nonrecurring factors which the
Independent Directors deem sufficient. If the Independent Directors do not approve such excess as
being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid
to the Company. If the Independent Directors determine such excess was justified, then within 60
days after the end of any fiscal quarter of the Company for which total reimbursed Operating
Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the
Independent Directors, shall send our stockholders written disclosure of such fact, together with
an explanation of the factors the Independent Directors considered in determining that such excess
expenses were justified. The Company will ensure that such determination will be reflected in the
minutes of the meetings of the Board. All figures used in the foregoing computation shall be
determined in accordance with generally accepted accounting principles applied on a consistent
basis.




ARTICLE IV

TERM AND TERMINATION




4.01 Term; Renewal. Subject to Section 4.02 hereof, this Agreement has a one-year term and
shall continue in force until the first anniversary of the date hereof. Thereafter, this Agreement
may be renewed for an unlimited number of successive one-year terms upon mutual consent of the
parties. It is the Board’s Duty to evaluate the






11









 








performance of the Advisor annually before renewing
the Agreement, and each such renewal shall be for a term of no more than one year.




4.02 Termination. This Agreement may be terminated at the option of either party (i)
immediately upon a Change of Control or (ii) upon 60 days written notice without cause or penalty
(in either case, if termination is by the Company, then such termination shall be upon the approval
of a majority of the Independent Directors). Notwithstanding the foregoing, the provisions of this
Agreement which provide for payment to the Advisor of expenses, fees or other compensation
following the date of termination (i.e., Sections 3.01(e) and 4.03) shall continue in full force
and effect until all amounts payable thereunder to the Advisor are paid in full. The provisions of
Sections 2.06, 2.07 and 4.03 through 6.11 shall survive the termination of this Agreement.




4.03 Payments to and Duties of Advisor upon Termination.




     (a) After the Termination Date, the Advisor shall not be entitled to compensation for further
services hereunder except it shall be entitled to and receive from the Company or the Operating
Partnership within 30 days after the effective date of such termination all unpaid reimbursements
of expenses, subject to the provisions of Section 3.04 hereof, and all liabilities related to fees
earned but not paid to the Advisor prior to termination of this Agreement, subject to the 2%/25%
Guidelines to the extent applicable.



     (b) The Advisor shall promptly upon termination:


          (i) pay over to the Company and the Operating Partnership all money collected and held for the
account of the Company and the Operating Partnership pursuant to this Agreement, after deducting
any accrued compensation and reimbursement for its expenses to which it is then entitled;


          (ii) deliver to the Board a full accounting, including a statement showing all payments
collected by it and a statement of all money held by it, covering the period following the date of
the last accounting furnished to the Board;


          (iii) deliver to the Board all assets, including the Assets and Other Investments, and
documents of the Company and the Operating Partnership then in the custody of the Advisor; and


          (iv) cooperate with, and take all reasonable actions requested by, the Company and the
Operating Partnership to provide an orderly management transition.



ARTICLE V

INDEMNIFICATION




5.01




     (a) The Company shall indemnify and hold harmless the Advisor and its Affiliates, including
their respective officers, directors, partners and employees, from all liability, claims, damages
or losses arising in the performance of their duties hereunder, and related expenses, including
reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related
expenses are not fully reimbursed by insurance, subject to any limitations imposed by the laws of
the State of Maryland, the Articles of Incorporation and the NASAA Guidelines under the Articles of
Incorporation. The Company shall not indemnify or hold harmless the Advisor or its Affiliates,
including their respective officers, directors, partners and employees, for any liability or loss
suffered by the Advisor or its Affiliates, including their respective officers, directors, partners
and employees, nor shall it provide that the Advisor or its Affiliates, including their respective
officers, directors, partners and employees, be held harmless for any loss or liability suffered by
the Company, unless all of the following conditions are met: (i) the Advisor or its Affiliates,
including their respective officers, directors, partners and employees, have determined, in good
faith, that the course of conduct which caused the loss or liability was in the best interests of
the Company; (ii) the Advisor or its Affiliates, including their respective officers, directors,
partners and employees, were acting on behalf of or
performing services of the Company; (iii) such liability or loss was not the result of
negligence or misconduct by the Advisor or its Affiliates, including their respective officers,
directors, partners and employees; and (iv) such indemnification or agreement to hold harmless is
recoverable only out of the Company’s net assets and not from



12









 





Stockholders. Notwithstanding the
foregoing, the Advisor and its Affiliates, including their respective officers, directors, partners
and employees, shall not be indemnified by the Company for any losses, liability or expenses
arising from or out of an alleged violation of federal or state securities laws by such party
unless one or more of the following conditions are met: (i) there has been a successful
adjudication on the merits of each count involving alleged securities law violations as to the
particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court
of competent jurisdiction as to the particular indemnitee; and (iii) a court of competent
jurisdiction approves a settlement of the claims against a particular 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 Securities and Exchange
Commission and of the published position of any state securities regulatory authority in which
securities of the Company were offered or sold as to indemnification for violations of securities
laws.



     (b) The Articles of Incorporation provide that the advancement of Company funds to the Advisor
or its Affiliates, including their respective officers, directors, partners and employees, for
legal expenses and other costs incurred as a result of any legal action for which indemnification
is being sought is permissible only if all of the following conditions are satisfied: (i) the legal
action relates to acts or omissions with respect to the performance of duties or services on behalf
of the Company; (ii) the legal action is initiated by a third-party who is not a Stockholder or the
legal action is initiated by a Stockholder acting in his or her capacity as such and a court of
competent jurisdiction specifically approves such advancement; (iii) the Advisor or its Affiliates,
including their respective officers, directors, partners and employees, undertake to repay the
advanced funds to the Company together with the applicable legal rate of interest thereon, in cases
in which such Advisor or its Affiliates, including their respective officers, directors, partners
and employees, are found not to be entitled to indemnification.



     (c) Notwithstanding the provisions of this Section 5.01, the Advisor shall not be entitled to
indemnification or be held harmless pursuant to this Section 5.01 for any activity which the
Advisor shall be required to indemnify or hold harmless the Company pursuant to Section 5.02.



5.02 Indemnification by Advisor. The Advisor shall indemnify and hold harmless the Company
and the Operating Partnership from contract or other liability, claims, damages, taxes or losses
and related expenses including attorneys’ fees, to the extent that (i) such liability, claims,
damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are
incurred by reason of the Advisor’s bad faith, fraud, misfeasance, misconduct, negligence or
reckless disregard of its duties. The Advisor shall not be held responsible for any action of the
Board in following or declining to follow any advice or recommendation given by the Advisor.




ARTICLE VI

MISCELLANEOUS




6.01 Assignment to an Affiliate. This Agreement may be assigned by the Advisor to an
Affiliate of the Advisor with the approval of a majority of the Board (including a majority of the
Independent Directors). The Advisor may assign any rights to receive fees or other payments under
this Agreement without obtaining the approval of the Board. This Agreement shall not be assigned by
the Company without the consent of the Advisor, except in the case of an assignment by the Company
to a corporation or other organization which is a successor to all of the assets, rights and
obligations of the Company, in which case such successor organization shall be bound hereunder and
by the terms of said assignment in the same manner as the Company is bound by this Agreement. This
Agreement shall be binding on successors to the Company resulting from a Change of Control or sale
of all or substantially all the assets of the Company or the Operating Partnership, and shall
likewise be binding upon any successor to the Advisor.




6.02 Relationship of Advisor and Company. The Company and the Advisor are not
partners or joint venturers with each other, and nothing in this Agreement shall be construed to
make them such partners or joint venturers or impose any liability as such on either of them.




6.03 Notices. Any notice, report or other communication required or permitted to be given
hereunder shall be in writing unless some other method of giving such notice, report or other
communication is required by the Articles of Incorporation, the Bylaws, or accepted by the party to
whom it is given, and shall be given by being delivered by hand or by overnight mail or other
overnight delivery service to the addresses set forth herein:




13









 








	 	 	 

	To the Directors and to the Company:

	 	Cole Real Estate Income Strategy
(Daily NAV), Inc.
	 

	 	2555 E. Camelback Road, Suite 400
	 

	 	Phoenix, Arizona 85016
	 

	 	Attention: Chief Executive Officer and President
	 
	 	 
	To the Operating Partnership:

	 	Cole Real Estate Income Strategy
(Daily NAV) Operating Partnership, LP
	 

	 	2555 E. Camelback Road, Suite 400
	 

	 	Phoenix, Arizona 85016
	 

	 	Attention: General Partner
	 
	 	 
	To the Advisor:

	 	Cole Real Estate Income Strategy
(Daily NAV) Advisors, LLC
	 

	 	2555 E. Camelback Road, Suite 400
	 

	 	Phoenix, Arizona 85016
	 

	 	Attention: President






Either party shall, as soon as reasonably practicable, give notice in writing to the other party of
a change in its address for the purposes of this Section 6.03.




6.04 Modification. This Agreement shall not be changed, modified, or amended, in whole or
in part, except by an instrument in writing signed by both parties hereto, or their respective
successors or assignees.




6.05 Severability. The provisions of this Agreement are independent of and severable from
each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of
the fact that for any reason any other or others of them may be invalid or unenforceable in whole
or in part.




6.06 Choice of Law; Venue. The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of Arizona, and venue for any action brought
with respect to any claims arising out of this Agreement shall be brought exclusively in Maricopa
County, Arizona.




6.07 Entire Agreement. This Agreement contains the entire agreement and understanding among
the parties hereto with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or
written, of any nature whatsoever with respect to the subject matter hereof. The express terms
hereof control and supersede any course of performance and/or usage of the trade inconsistent with
any of the terms hereof. This Agreement may not be modified or amended other than by an agreement
in writing signed by each of the parties hereto.




6.08 Waiver. Neither the failure nor any delay on the part of a party to exercise any
right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or of any other right, remedy, power or privilege, nor shall any
waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a
waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver
shall be effective unless it is in writing and is signed by the party asserted to have granted such
waiver.




6.09 Gender; Number. Words used herein regardless of the number and gender specifically
used, shall be deemed and construed to include any other number, singular or plural, and any other
gender, masculine, feminine or neuter, as the context requires.




6.10 Headings. The titles and headings of sections and subsections contained in this
Agreement are for convenience only, and they neither form a part of this Agreement nor are they to
be used in the construction or interpretation hereof.




6.11 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original as against any party whose signature
appears thereon, and all of which shall together constitute one and the same instrument. This
Agreement shall become binding when the counterparts




14









 








hereof, individually or taken together, shall
bear the signatures of all of the parties reflected hereon as the signatories.




6.12 Initial Investment. The Advisor or one of its Affiliates has contributed $200,000 (the
“Initial Investment”) in exchange for the initial issuance of Shares of the Company. The Advisor or
its Affiliates may not sell any of the Shares purchased with the Initial Investment while the
Advisor acts in an advisory capacity to the Company. The restrictions included above shall not
apply to any Shares acquired by the Advisor or its Affiliates other than the Shares acquired
through the Initial Investment. Neither the Advisor nor its Affiliates shall vote any Shares they
now own, or hereafter acquire, or consent that such shares be voted,
on matters submitted to the Stockholders regarding (i) the removal of
Cole Real Estate Income Strategy (Daily NAV) Advisors, LLC or any of
its Affiliates as the Advisor; (ii) the removal of any member of the
Board; or (iii) any transaction by and between the Company and the
Advisor, a member of the Board or any of their Affiliates.






[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]






15









 










     IN WITNESS WHEREOF, the parties hereto have executed this Advisory Agreement as of the date
and year first above written.



	 	 	 	 	 
	 	


COLE REAL ESTATE INCOME 

STRATEGY (DAILY NAV), INC.

 	 
	 	By:  	/s/
Christopher H. Cole
	 
	 	 	Christopher H. Cole 	 
	 	 	Chief Executive Officer and President 	 
	 
	 	COLE REAL ESTATE INCOME

STRATEGY (DAILY NAV)

OPERATING PARTNERSHIP, LP

 	 
	 	 	By:  	Cole Real Estate Income Strategy
(Daily NAV), Inc. 
	 	 	 	Its General Partner 	 
	 
	 	 	 
	 	 	By:  	/s/
Christopher H. Cole

	 	 	 	Christopher H. Cole 	 
	 	 	 	Chief Executive Officer and President 	 
	 
	 	COLE REAL ESTATE
INCOME
STRATEGY (DAILY NAV)
ADVISORS, LLC

 	 
	 	By:  	/s/
Marc T. Nemer	 
	 	 	Marc T. Nemer 	 
	 	 	Chief Executive Officer and President 	 
	 



Signature page to Advisory Agreement