ventures, associations, companies, trusts,
banks, trust companies, land trusts, business trusts and other entities.
In performing its services hereunder with respect to the Company, the Advisor
shall adhere to, and shall require its officers and employees in the course of
providing such services to the Company to adhere to, the Company's Code of
Business Conduct and Ethics, as in effect from time to time. In addition, the
Advisor shall make available to its officers and employees providing such
services to the Company the procedures for the receipt, retention and treatment
of complaints regarding accounting, internal accounting controls or auditing
matters relating to the Company and for the confidential, anonymous submission
by such officers and employees of concerns regarding questionable accounting or
auditing matters relating to the Company, as set forth in the Company's
Procedures Regarding Concerns or Complaints about Accounting, Internal
Accounting Controls or Auditing Matters, as in effect from time to time.
2.
BANK ACCOUNTS. THE ADVISOR SHALL ESTABLISH AND MAINTAIN ONE OR
MORE BANK ACCOUNTS IN ITS OWN NAME OR IN THE NAME OF THE COMPANY, AND SHALL
COLLECT AND DEPOSIT INTO THE ACCOUNT OR ACCOUNTS AND DISBURSE THEREFROM ANY
MONIES ON BEHALF OF THE COMPANY; PROVIDED THAT NO FUNDS IN ANY ACCOUNT SHALL BE
COMMINGLED WITH ANY FUNDS OF THE ADVISOR OR ANY OTHER PERSON. THE ADVISOR SHALL
FROM TIME TO TIME RENDER AN APPROPRIATE ACCOUNTING OF COLLECTIONS AND PAYMENTS
TO THE TRUSTEES AND TO THE AUDITORS OF THE COMPANY.
3.
RECORDS. THE ADVISOR SHALL MAINTAIN APPROPRIATE BOOKS OF ACCOUNT
AND RECORDS RELATING TO SERVICES PERFORMED PURSUANT TO THIS AGREEMENT, WHICH
BOOKS OF ACCOUNT AND RECORDS SHALL BE AVAILABLE FOR INSPECTION BY
REPRESENTATIVES OF THE COMPANY UPON REASONABLE NOTICE DURING ORDINARY BUSINESS
HOURS.
4.
INFORMATION FURNISHED ADVISOR. THE TRUSTEES SHALL AT ALL TIMES
KEEP THE ADVISOR FULLY INFORMED WITH REGARD TO THE INVESTMENT POLICIES OF THE
COMPANY, THE CAPITALIZATION POLICY OF THE COMPANY, AND GENERALLY THE TRUSTEES'
THEN-CURRENT INTENTIONS AS TO THE FUTURE OF THE COMPANY. IN PARTICULAR, THE
COMPANY SHALL NOTIFY THE ADVISOR PROMPTLY OF ITS INTENTION TO SELL OR OTHERWISE
DISPOSE OF ANY OF THE COMPANY'S INVESTMENTS OR TO MAKE ANY NEW INVESTMENT. THE
COMPANY SHALL FURNISH THE ADVISOR WITH A CERTIFIED COPY OF ALL FINANCIAL
STATEMENTS, A SIGNED COPY OF EACH REPORT PREPARED BY INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS AND OTHER INFORMATION WITH REGARD TO ITS AFFAIRS AS THE
ADVISOR MAY FROM TIME TO TIME REASONABLY REQUEST. THE COMPANY SHALL RETAIN LEGAL
COUNSEL AND ACCOUNTANTS TO PROVIDE LEGAL AND ACCOUNTING ADVICE AND SERVICES AS
THE ADVISOR OR THE TRUSTEES SHALL DEEM NECESSARY OR APPROPRIATE TO ADEQUATELY
3
PERFORM THE FUNCTIONS OF THE COMPANY, AND SHALL HAVE LEGAL OR ACCOUNTING
OPINIONS AND ADVICE AS THE ADVISOR SHALL REASONABLY REQUEST.
5.
REIT QUALIFICATION. ANYTHING ELSE IN THIS AGREEMENT TO THE
CONTRARY NOTWITHSTANDING, THE ADVISOR SHALL REFRAIN FROM ANY ACTION (INCLUDING,
WITHOUT LIMITATION, THE FURNISHING OR RENDERING OF SERVICES TO TENANTS OF
PROPERTY OR MANAGING REAL PROPERTY) WHICH, IN ITS JUDGMENT MADE IN GOOD FAITH,
OR IN