Exhibit 10.8


 


SERVICES AGREEMENT


 


between


 


AR
Capital, LLC,


as Company


 


and


 


RCS ADVISORY SERVICES, LLC,


as Service Provider


 


Dated as of April [ ], 2013


 




    	 



    	 



    

 


SERVICES AGREEMENT


 


This Services Agreement
dated as of April [      ], 2013 (this “Agreement”), is made and entered into
between AR Capital, LLC, a Delaware limited liability company (“Company”),
and RCS Advisory services, LLC, a Delaware limited liability company (“Service
Provider”).


 


RECITALS


 


		A.	Company is the sponsor of the companies listed on Annex
A attached hereto, as the same may be amended from time to time upon the mutual agreement of Company and Service Provider
(the “Service Recipients”), and their respective subsidiaries.



 


		B.	Pursuant to the Advisory Agreements (as defined below),
Company, directly or indirectly through certain of its subsidiaries, provides certain services to the Service Recipients.



 


		C.	Company desires to avail itself of the transaction management
services (including, without limitation, offering registration and blue sky filings, regulatory advice with respect to the SEC
and FINRA, registration maintenance, transaction management, marketing support, due diligence advice and related meetings, events
training and education and conference management) and other services, employees and other resources available to Service Provider,
and to have Service Provider provide such services and resources to: (1) Company and its subsidiaries; and (2) the Service Recipients
and their respective subsidiaries, in connection with Company’s performance of services to the Service Recipients and their
respective subsidiaries pursuant to the Advisory Agreements (collectively, the “Serviced Entities”).



 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, Company and Service Provider, for
themselves and their respective successors and permitted assigns, hereby agree as follows:


 


Article
1

DEFINITIONS


 


Section 1.01     Definitions.
As used in this Agreement, the following terms shall have the following meanings, applicable both to the singular and the plural
forms of the terms described:


“Advisory
Agreements” means any advisory agreement between a Service Recipient and its adviser.


 


“Affiliate”
means any Person that controls, is controlled by or under common control of, another Person.


 


“Agreement”
has the meaning set forth in the preamble hereto, as this Agreement may be amended and supplemented from time to time in accordance
with its terms.


 




    	 



    	 



    

 


“Business
Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized
or required by law to close.


 


“Company”
has the meaning set forth in the preamble hereto.


 


“Company Indemnified
Party ” has the meaning set forth in Section 4.04.


 


“Confidential
Information” has the meaning set forth in Section 7.05.


 


“Damages”
has the meaning set forth in Section 4.04.


 


“Effective
Date” means the date hereof.


 


“Executive
Officer” has the meaning set forth in Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as amended.


 


“Force Majeure”
has the meaning set forth in Section 7.03.


 


“Initial Term”
has the meaning set forth in Section 5.01.


 


“Liquidation
Event” has the meaning set forth in Section 2.02.


 


“Non-Compliance
Notice” has the meaning set forth in Section 4.05.


 


“Notice”
has the meaning set forth in Section 7.06.


 


“Payment Date”
has the meaning set forth in Section 3.02(b).


 


“Person”
means an individual, corporation, limited liability company, partnership, association, trust or agency thereof) or other entity
or organization, including a governmental or political subdivision or an agency or instrumentality thereof.


 


“Renewal Term”
has the meaning set forth in Section 5.01.


 


“Service Costs”
has the meaning set forth in Section 3.01.


 


“Service Provider”
has the meaning set forth in the preamble hereto.


 


“Service Provider
Indemnified Party” has the meaning set forth in Section 4.04.


 


“Service Recipients”
has the meaning set forth in the preamble hereto.


 


“Serviced
Entities” has the meaning set forth in the preamble hereto.


 


“Services”
has the meaning set forth in Section 2.01.


 




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“Services
Period” has the meaning set forth in Section 5.01.


 


“Subsidiary”
means, with respect to any Person, any other Person of which securities or other ownership interests having a voting power to
elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly
owned by such Person. 


 


Article
2

PURCHASE AND SALE OF SERVICES


 


Section 2.01     Purchase
and Sale of Services. On the terms and subject to the conditions of this Agreement, Service Provider will provide to Company
or, at Company’s direction, to one or more of the Serviced Entities, or otherwise procure for the provision to Company or,
at Company’s direction, to one or more of the Serviced Entities, and Company agrees to purchase from Service Provider, transaction
management services (including, without limitation, offering registration and blue sky filings, regulatory advice with respect
to the SEC and FINRA, registration maintenance, transaction management, marketing support, due diligence advice and related meetings,
events training and education and conference management), and other services requested from time to time by Company, including,
without limitation, the services set forth on Annex B attached hereto (collectively, the “Services”).


 


Section 2.02     Excluded
Services. The Services covered by this Agreement exclude the services provided by Service Provider in connection with a liquidation
event of a Service Recipient, which may include, without limitation: (a) the sale of all or substantially all the assets of a Service
Recipient; (b) the listing of shares of a Service Recipient on a national securities exchange; or (c) any other transaction pursuant
to which one or more Persons acquire (whether by merger, consolidation, securities exchange or issuance, sale or transfer, or otherwise)
capital stock or other equity securities of a Service Recipient possessing the voting power to elect a majority in voting power
of the board of directors (or applicable equivalent) of the Service Recipient (each, a “Liquidation Event”).
Services in connection with a Liquidation Event may be provided by Service Provider pursuant to a separate agreement and fee arrangement.
In addition, the Services covered by this Agreement exclude any other services that may be provided from time to time by affiliates
of the Service Provider, including, without limitation, investment banking and capital markets services and transfer agency services.


 


Section 2.03     Additional
Services. In addition to the Services to be provided in accordance with Section 2.01, if requested by Company, and to
the extent that Service Provider and Company may mutually agree, Service Provider shall provide reasonable additional services
(including services not previously provided by Service Provider to Company). The scope of any such services, as well as the term,
costs and other terms and conditions applicable to such services, shall be as mutually agreed to by Service Provider and Company.


 




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Article
3

SERVICE COSTS; OTHER CHARGES


 


Section 3.01     Service
Costs.


 








(a)           In consideration of the performance
of the Services, unless the parties shall otherwise agree to a different arrangement, during the Services Period, Company shall
pay Service Provider:  (1) at the hourly rates updated in writing by the chief financial officer of the Servicer Provider
to the chief financial officer of the Company on a quarterly basis, based on time incurred, for those Services billed at an hourly
rate; and (2) at the flat rates updated in writing by the chief financial officer of the Servicer Provider to the chief financial
officer of the Company on a quarterly basis, based on the Services performed, for those Services billed at a flat rate (collectively,
the “Service Costs”); provided, however, that the Service Provider shall not charge for personnel
costs associated with any Persons employed by Service Provider that are also Executive Officers of Company.  All Services
Costs referred to in clauses (1) and (2) above shall not exceed then current market rates that could be obtained by the Company
or the Service Recipients for the applicable Services from unaffiliated third parties on an arms’ length basis.




 


(b)           The
Service Provider shall exercise its reasonable judgment to allocate the Service Costs among the business units of Serviced Entities.
Service Provider shall apply usual and accepted accounting conventions in making such allocations. Service Provider or its agents
shall keep and maintain such books and records as may be reasonably necessary to make such allocations and shall provide, upon
reasonable request and notice, access to such books and records to Company.


 


Section 3.02     Invoicing
and Settlement of Costs.


 


(a)           Service
Provider shall invoice or notify Company in writing on at least a monthly basis of Service Costs incurred; provided, however,
that the failure of the Service Provider to deliver an invoice or other notification of Service Costs incurred shall not constitute
a waiver of such Service Costs. In connection with the invoicing described in this Section, Service Provider shall, if requested
and upon not less than 20 Business Days’ prior notice (unless such notice is waived by the parties), provide to Company detailed
billing data reasonably requested by Company to verify the Service Costs. Service Provider shall have the right, but not the obligation,
to invoice or otherwise notify Company in accordance with the foregoing procedures of an estimate of the aggregate Service Costs
for a particular fiscal year (or other period) of Service Provider prior to expiration of such fiscal year (or other period).


 


(b)           As
to any Service Cost, Service Provider may subdivide and require payment of such Service Cost (in advance of Service Provider’s
own payment of the underlying cost for such Service) into an estimated monthly (or other) payment (a “Periodic Payment”),
based upon the reasonably estimated or actual annualized Service Costs. In circumstances where an estimate is used, Company shall
be obligated to pay Service Provider based upon such estimate. Any difference between actual Service Costs and estimated Services
Costs shall be netted against or added to Service Costs for the succeeding period.


 


(c)           Company
will pay the applicable Service Costs set forth in an invoice or notification pursuant to Section 3.02(a) to Service Provider
within 15 days after the date (each, a “Payment Date”) on which Service Provider delivers such invoice or notification
(or the next Business Day, if such day is not a Business Day). Such payment shall be made by, at Service Provider’s election:
(i) wire transfer or by other means of providing immediately available funds payable to the order of Service Provider; or (ii)
by check drawn on a United States financial institution.


  




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(d)           To
the extent requested by Service Provider, Service Provider may elect that Company directly pay, within 30 days after the date on
which it is invoiced or otherwise notified (or on or before any other due date previously established), any amount owed to any
third party vendor in relation to any Service provided hereunder. If Company fails to pay any such amount due in a timely manner
and Service Provider becomes liable for such amount, Company shall be obligated to pay Service Provider the full amount due plus
any interest or penalties due on such amount and any delinquency or other fees accrued.


 


Article
4

THE SERVICES


 


Section 4.01     Standard
of Service.


 


(a)          Except
as otherwise agreed with Company or described in this Agreement or Annex B, Service Provider agrees that the nature, quality,
service level and standard of care applicable to the delivery of the Services hereunder shall be no less favorable than the standard
of performance provided by Service Provider to other funds and/or pooled investment vehicles with respect to which it provides
investment advisory services. Company shall direct and shall have the right to monitor and supervise the provision of the Services.


 


(b)          In
connection with its performance of the Services hereunder, Service Provider shall comply with its customary internal compliance
policies and procedures that it applies with respect to services it renders to other pooled investment vehicles and monitor such
compliance during the Services Period.


 


Section 4.02    Personnel.
Service Provider shall, at its own expense, employ and retain staff, and contract with third parties and other vendors with a level
of experience, skill, diligence and expertise consistent with Service Provider’ normal business practices, needed to perform
the Services.


 


Section 4.03     Limitation
of Liability.


 


(a)          Notwithstanding
anything to the contrary, if Service Provider shall recover any judgment against Company in connection with this Agreement, Service
Provider shall look solely to Company for the collection or enforcement of any such judgment. In no event shall any member of Company
have any liability under this Agreement.


 


(b)          In
no event shall Service Provider or its partners, members, stockholders, other equity holders, directors, officers, employees or
agents have any liability under any underlying Advisory Agreement.


 




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Section 4.04     Indemnification.


 


(a)          Indemnification
of Company by Service Provider. Service Provider shall indemnify, defend and hold harmless Company, its partners, members,
stockholders, other equity holders, directors, officers, employees and agents (each, a “Company Indemnified Party”),
from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, costs and expenses (including reasonable
attorneys’ fees and disbursements) (collectively, “Damages”), arising out of or resulting from (i) the
acts or omissions of Service Provider and its directors, officers, employees, contractors, subcontractors and agents, which constitute
gross negligence, fraud or reckless or criminal misconduct with respect to the Services rendered pursuant to this Agreement, or
(ii) any actions of Service Provider which Service Provider could not reasonably believe to be within the scope of the authority
conferred upon Service Provider hereunder.


 


(b)          Indemnification
of Service Provider by Company. Company shall indemnify, defend and hold harmless Service Provider and its partners, members,
stockholders, other equity holders, directors, officers, employees and agents (each, a “Service Provider Indemnified Party”),
from and against any and all Damages arising out of or resulting from the performance by Service Provider of the Services, including,
without limitation, the negligent (but not grossly negligent) acts or omissions of Service Provider in connection with the performance
of the Services and any other acts which Service Provider reasonably believed to be within the scope of authority conferred upon
Service Provider hereunder, in each case to the extent (i) such Damages are not otherwise covered by insurance, and (ii) such indemnification
would not be inconsistent with the provisions of Section II.G of the NASAA REIT Guidelines, to the extent that such indemnification
is related to a Serviced Entity that is subject thereto.


 


(c)          Survival.
The provisions of this Section 4.04 shall survive the expiration or earlier termination of this Agreement.


 


Section 4.05         Notice
of Non-Compliance with Obligations. If Company at any time believes that Service Provider is not in full compliance with its
obligations under Section 4.01(a) of this Agreement, Company shall so notify Service Provider in writing promptly (but not
later than 30 days) after becoming aware of such possible non-compliance by Service Provider. Failure to notify Service Provider
within 30 days shall not relieve Service Provider of liability except to the extent Service Provider is actually prejudiced due
to such failure to notify. Such notice (a “Non-Compliance Notice”) shall set forth in reasonable detail the
basis for Company’s belief, as well as Company’s view as to the steps to be taken by Service Provider to address the
possible non-compliance. For the 30 days after receipt of such a notice, appropriate representatives of Service Provider and Company
shall work in good faith to develop a plan to resolve the matters referred to in the Non-Compliance Notice. If such matters are
not resolved through such discussions, Company may elect to terminate this Agreement. If such matters are resolved through such
discussions and Company does not elect to terminate this Agreement within 60 days of the end of the 30-day period as set forth
in the immediately preceding sentence, Company shall not be entitled to deliver another Non-Compliance Notice or pursue other remedies
with respect to same or any substantially similar matter, so long as Service Provider complies in all material respects with the
terms of such resolution and its obligations pursuant to applicable law.


 




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Article
5

TERM AND TERMINATION


 


Section 5.01    Term.
Subject to the termination rights set forth in Section 5.02, Service Provider shall provide the Services, as well any additional
services identified and agreed upon by Service Provider and Company pursuant to Section 2, to Company for an initial term
ending on the date which is 10 years from the date of this Agreement (the “Initial Term”). Upon the expiration
of the Initial Term, this Agreement shall be deemed automatically extended for successive 5-year periods (each, a “Renewal
Term”); provided, however, that either party hereto may elect not to extend the term of this Agreement
by giving written notice to the other party at least 90 days prior to the expiration of the Initial Term or any Renewal Term. The
period of time between the Effective Date and the termination of this Agreement in accordance with its terms shall be referred
to as the “Services Period”.


 


Section 5.02     Termination.


 


(a)          Company
may terminate the provision of one or more Services with respect to any Serviced Entity, without penalty, upon the consummation
of any Liquidation Event which results in such Serviced Entity no longer being directly or indirectly advised or managed by Company.


 


(b)          Company
may terminate the Agreement following delivery of a Non-Compliance Notice and the failure of the parties to resolve the matters
referred to in the Non-Compliance Notice in accordance with Section 4.06.


 


(c)          A
party impacted by a delay under this Agreement caused by Force Majeure may terminate this Agreement if the Force Majeure results
in the performance by the other party under this Agreement being delayed by more than 60 days.


 


Section 5.03     Effect
of Termination.


 


(a)          Upon
termination of this Agreement, Service Provider shall have no further obligation to provide any Services and Company shall have
no further obligation to pay any fees relating to such Services or make any other payments hereunder; provided, however,
that notwithstanding such termination, Company shall remain liable to Service Provider for fees owed and payable in respect of
Services provided prior to the effective date of the termination.


 


(b)          Following
the termination of this Agreement, Service Provider and Company agree to cooperate in providing for an orderly transition of the
Services to Company or to a successor service provider.


 


Article
6

THIRD PARTY CONSENTS


 


Section 6.01     Additional
Licenses. Service Provider shall obtain and maintain all material permits, approvals and licenses necessary or appropriate
so that Service Provider may perform its duties and obligations (including the provision of the Services) hereunder. Service Provider
and Company shall comply, and Company shall cause each Serviced Entity to comply, at all times, with the terms and conditions of
such permits, approvals and licenses.


 




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Article
7

MISCELLANEOUS


 


Section 7.01    No
Agency. Each party hereto is engaged in an independent business and will perform its obligations under this Agreement as an
independent contractor and not as the agent or employee of the other. Nothing in this Agreement shall constitute or be deemed to
constitute a partnership or joint venture between the parties hereto, or constitute or be deemed to constitute any party of the
agent or employee of the other party for any purpose whatsoever and neither party shall have authority or power to bind the other
or to contract in the name of, or create a liability against, the other in any way or for any purpose.


 


Section 7.02     No
Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Nothing in this Agreement shall confer any rights upon any Person (including, without limitation,
including the Serviced Entities and their respective stockholders) other than the parties hereto, their successors and permitted
assigns, the Company Indemnified Parties and the Service Provider Indemnified Parties.


 


Section 7.03     Force
Majeure.


 


(a)          For
purposes of this Section, “Force Majeure” means an event beyond the control of either party, which by its nature
could not have been foreseen by such party, or, if it could have been foreseen, was unavoidable, and includes without limitation,
acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities,
acts of war (declared or undeclared) and failure of energy sources.


 


(b)          Neither
party to this Agreement shall have any liability for its failure to fulfill any obligation under this Agreement, so long as and
to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances
of Force Majeure; provided, however, that such party shall have exercised all due diligence to minimize to the greatest
extent possible the effect of Force Majeure on its obligations hereunder.


 


(c)          Promptly
upon becoming aware of Force Majeure causing a delay in performance or preventing performance of any obligations imposed by this
Agreement (and termination of such delay), the party affected shall give notice to the other party giving details of the same,
including particulars of the actual and, if applicable, estimated continuing effects of such Force Majeure on the obligations of
the party whose performance is prevented or delayed. Subject to Section 5.02(c), such notice shall have been duly given,
the actual delay resulting from such Force Majeure shall be deemed not to be a breach of this Agreement, and the period for performance
of the obligation to which it relates shall be extended accordingly.


 


Section 7.04     Entire
Agreement. This Agreement (including the annexes and schedules constituting a part of this Agreement) constitutes the entire
agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements,
understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof. The express
terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.


 




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Section 7.05     Confidentiality.


 


(a)          As
used in this Section, the term “Confidential Information” shall mean any and all information relating to Company
or any other Serviced Entity, regardless of form or media, that is disclosed by or on behalf of Company to Service Provider pursuant
to this Agreement or otherwise learned or acquired by Service Provider during the term of this Agreement, and that is not generally
known by others. Confidential Information includes, without limitation, any and all business and technical information, trade secrets,
nonpublic, proprietary and confidential information, knowledge or data relating to Company or any other Serviced Entity. Notwithstanding
the foregoing, Confidential Information shall not include any information that Service Provider can demonstrate: (i) was generally
known and available in the public domain at the time it was communicated or becomes so known and available through no fault of
Service Provider; (ii) was lawfully known to Service Provider at the time of disclosure by Company, as shown by the files of Service
Provider in existence at the time of communication; (iii) is disclosed with the prior written approval of Company; (iv) was independently
developed by Service Provider without any use of, or reference to, the Confidential Information and by individuals who have not
been exposed to the Confidential Information; or (v) becomes known to Service Provider from a source other than Company without
breach of this Agreement by Service Provider and otherwise, to the knowledge of Service Provider, not in violation of Company’s
rights.


 


(b)          Service
Provider shall maintain as confidential all Confidential Information, shall not use such Confidential Information except as expressly
permitted in this Agreement, and shall not disclose such Confidential Information to any Persons who do not have a need to know
such information in connection with the provision of the Services under this Agreement, unless expressly authorized by Company
in writing. If Service Provider is requested or required by a court, by governmental action or otherwise in connection with legal
proceedings (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or
similar process) to disclose any Confidential Information, Service Provider promptly will notify Company in writing of such request
or requirement so that Company may seek a protective order or other appropriate remedy, or, in its discretion, waive compliance
with the provisions of this Agreement. If requested, Service Provider will cooperate reasonably with Company to enable Company
to obtain a protective order or other similar relief or to narrow the scope of such request or requirement. If, in the absence
of a protective order or waiver, Service Provider is legally compelled to disclose Confidential Information of Company, Service
Provider may disclose only so much of the Confidential Information as is legally required to be disclosed. In any such event, Service
Provider agrees to use good faith efforts to ensure that all Confidential Information that is so disclosed will be accorded confidential
treatment.


 


Section 7.06    Notices.
All notices, requests, demands, approvals, consents, waivers and other communications required or permitted to be given under this
Agreement (each, a “Notice”) shall be in writing and shall be (a) delivered personally, (b) mailed by first-class,
registered or certified mail, return receipt requested, postage prepaid, (c) sent by next-day or overnight mail or delivery, or
(d) sent by facsimile transmission (provided, however, that the original copy thereof also is sent by one of the
other means specified above in this Section 7.06):


 




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If to Company, to:


 


AR CAPITAL, LLC


405 Park Avenue


15th Floor


Facsimile: (212) 415-6567


Attention: Legal Counsel


 


With copy to (which shall not constitute
notice):


 


Proskauer Rose
LLP


11 Times Square


New York, NY
10036


Facsimile:
(212) 969-2900


Attention:
James P. Gerkis, Esq.


 


If to Service Provider, to:


 


RCS ADVISORY SERVICES, LLC


405 Park Avenue


15th Floor


Facsimile: (646) 861-7743


Attention: Legal Counsel


 


With copy to (which shall not constitute
notice):


 


Proskauer Rose
LLP


11 Times Square


New York, NY
10036


Facsimile:
(212) 969-2900


Attention:
James P. Gerkis, Esq.


 


or to such other Person
or address as any party shall specify by Notice in writing to the other parties in accordance with this Section 7.06. Each
Notice shall be deemed effective and given upon actual receipt or refusal of receipt.


 


Section 7.07    Governing
Law. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York
as at the time in effect, without regard to the principles of conflicts of laws thereof.


 


Section 7.08     Severability.
If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not render the
entire Agreement invalid. Rather, the Agreement shall be construed as if not containing the particular invalid or unenforceable
provision, and the rights and obligations of each party shall be construed and enforced accordingly.


 




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Section 7.09    Assignment.
Subject to the next sentence, this Agreement may not be assigned (whether in whole or in part and by contract, operation of law
or otherwise) by either party without the prior written consent of the other party. Upon notice to Service Provider, Company may
transfer or assign any and all rights granted hereunder to any of its successors or Affiliates.


 


Section 7.10     Amendment.
This Agreement may not be waived, amended or supplemented except in an instrument in writing executed by the parties hereto.


 


Section 7.11    No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of a party hereto, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.


 


Section 7.12     Further
Assurances. Each of the parties to this Agreement shall promptly do, make, execute or deliver, or cause to be done, made, executed
or delivered, all such further acts, documents and things as may be required in order to give effect to this Agreement. Subject
to applicable laws, rules and regulations and subject to applicable privileges, each party hereto will provide the other party
with all information regarding itself and transactions under this Agreement that the other party reasonably believes is required
to comply with all applicable laws, rules and regulations, including, but not limited to, securities laws and regulations.


 


Section 7.13     Counterparts.
This Agreement may be executed with counterpart signature pages (including by facsimile transmission) or in separate counterparts,
each of which shall be deemed an original and all of which, when taken together, shall constitute one Agreement.


 




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IN WITNESS WHEREOF,
Company and Service Provider have executed and delivered this Agreement as of the date first written above.


 


	 	AR CAPITAL, LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	RCS ADVISORY SERVICES, LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 



    	 



    

 


Annex A


 


SERVICE RECIPIENTS


 





American
Real Estate Income Fund 


 


American
Realty Capital – Retail Centers of America, Inc.


 


American
Realty Capital Daily Net Asset Value Trust, Inc. 


 


American
Realty Capital Global Trust, Inc. 


 


American
Realty Capital Healthcare Trust, Inc. 


 


American
Realty Capital Healthcare Trust II, Inc. 


 


American
Realty Capital Markets, LLC


 


American
Realty Capital New York Recovery REIT, Inc. 


 


American
Realty Capital Properties, Inc. 


 


American
Realty Capital Real Estate Income Fund 


 


American
Realty Capital Trust III, Inc.


 


American
Realty Capital Trust IV, Inc.


 


American
Realty Capital Trust V, Inc.


 


ARC Realty
Finance Trust, Inc.


 


Business
Development Corporation of America 


  




    	 



    	 



    

 


Annex B


 


OVERVIEW OF SERVICES


 





Transaction Management:


 


		•	Offering registration and blue sky filings



		•	Registration maintenance



		•	Coordinate corporate transactions and liquidity events



		•	Draft securities filings



		•	Draft corporate agreements



		•	Prepare board minutes and consents



		•	Litigation management



		•	Draft and coordinate press releases



 


 


Regulatory advice with respect to the
SEC and FINRA:


 


		·	Review of applicable policies and procedures



		·	Review supervisory structure



		·	Identify special risks
	 	·	Assess
adequacy of controls



 


 


Due diligence:


 


		•	Ongoing due diligence of all AR Capital products on the RCS platform.



		•	Due diligence on new programs for the ARC platform, including potential co-sponsors, service providers and joint venture partners.



		•	Response to RFIs from third party broker-dealers interested in adding AR Capital products to their offering platforms.



		•	Response to third party due diligence officers and firms providing legal, financial and operational due diligence reviews to
their clients.



		•	Attend broker-dealer conferences and events



		•	Review of competing products to keep AR Capital management apprised of developments in the direct participation plan industry



 


 


Event Coordination:


 


		·	Plan and coordinate investment adviser training and education forums for advisers



		·	Coordinate product sponsorship opportunities at broker dealer conferences and events



		·	Plan and coordinate product roadshows



		·	Plan meetings and conferences



		·	Produce event invitations



		·	Manage event registrations



 


 


Marketing:


 


		•	Public relations support