THE
BUSINESS MANAGER. THE BUSINESS MANAGER SHALL, FROM TIME TO TIME, AS THE BOARD OF
DIRECTORS OR THE OFFICERS OF THE COMPANY MAY REQUIRE, RENDER APPROPRIATE
ACCOUNTINGS OF SUCH COLLECTIONS, DEPOSITS AND DISBURSEMENTS TO THE BOARD OF
DIRECTORS AND TO THE COMPANY'S AUDITORS.
6.
FIDELITY BOND. THE BUSINESS MANAGER
SHALL NOT BE REQUIRED TO OBTAIN OR MAINTAIN A FIDELITY BOND IN CONNECTION WITH
PERFORMING ITS SERVICES HEREUNDER.
7.
INFORMATION FURNISHED TO THE BUSINESS
MANAGER. THE BOARD OF DIRECTORS WILL KEEP THE BUSINESS MANAGER INFORMED IN
WRITING CONCERNING THE INVESTMENT AND FINANCING POLICIES OF THE COMPANY. THE
BOARD OF DIRECTORS SHALL NOTIFY THE BUSINESS MANAGER PROMPTLY IN WRITING OF THE
BOARD OF DIRECTOR'S INTENTION TO MAKE ANY INVESTMENTS OR TO SELL OR DISPOSE OF
ANY EXISTING INVESTMENTS. THE COMPANY SHALL FURNISH THE BUSINESS MANAGER WITH A
CERTIFIED COPY OF ALL FINANCIAL STATEMENTS, A SIGNED COPY OF EACH REPORT
PREPARED BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS AND SUCH OTHER INFORMATION
WITH REGARD TO ITS AFFAIRS AS THE BUSINESS MANAGER MAY REASONABLY REQUEST.
9
8.
COMPENSATION. SUBJECT TO THE PROVISIONS
OF SECTION 13 HEREOF, FOR SERVICES RENDERED HEREUNDER THE COMPANY SHALL PAY TO
THE BUSINESS MANAGER OR ITS DESIGNEE THE FOLLOWING:
(A)
A MANAGEMENT FEE OF UP TO ONE PERCENT
(1.0%) OF THE AVERAGE INVESTED ASSETS, PAYABLE QUARTERLY IN AN AMOUNT EQUAL TO
ONE-QUARTER OF ONE PERCENT (0.25%) OF THE AVERAGE INVESTED ASSETS OF THE COMPANY
AS OF THE LAST DAY OF THE IMMEDIATELY PRECEDING QUARTER; PROVIDED THAT IN NO
EVENT SHALL THE COMPANY BE OBLIGATED TO PAY A MANAGEMENT FEE UNLESS AND UNTIL
ALL OF ITS STOCKHOLDERS HAVE RECEIVED THE CURRENT RETURN.
THIS FEE TERMINATES
IF THE COMPANY ACQUIRES THE BUSINESS MANAGER.
(B)
AN ACQUISITION FEE, EQUAL TO TWO AND
ONE-HALF PERCENT (2.5%) OF THE AGGREGATE PURCHASE PRICE PAID UPON ACQUISITION OF
A REAL ESTATE OPERATING COMPANY; PROVIDED, HOWEVER, THAT ACQUISITION FEES SHALL
NOT BE PAID FOR ACQUISITIONS SOLELY OF A FEE INTEREST IN PROPERTY.
THE COMPANY
SHALL PAY ACQUISITION FEES EITHER IN CASH OR BY ISSUING SHARES VALUED PER SHARE
AT THE GREATER OF (I) THE PER SHARE OFFERING PRICE OF COMMON STOCK IN THE
COMPANY'S MOST RECENT PUBLIC OFFERING; (II) IF APPLICABLE, THE PER SHARE PRICE
ASCRIBED TO SHARES USED IN THE COMPANY'S MOST RECENT ACQUISITION OF A REAL
ESTATE OPERATING COMPANY; AND (III) $10.00 PER SHARE.
ANY SHARES ISSUED WILL BE
SUBJECT TO RESTRICTIONS ON TRANSFER.
IF THE ISSUANCE OF SHARES TO PAY AN
ACQUISITION FEE WOULD RESULT IN MORE THAN 9.8% OF THE COMPANY'S COMMON STOCK
BEING HELD BY THE INLAND GROUP, INC., A DELAWARE CORPORATION, AND ITS
AFFILIATES, INCLUDING THE BUSINESS MANAGER, THE BOARD OF DIRECTORS MAY WAIVE THE
OWNERSHIP RESTRICTIONS SET FORTH IN THE ARTICLES OF INCORPORATION TO PERMIT THE
ISSUANCE OF THE ADDITIONAL SHARES AND THE PAYMENT OF THE ACQUISITION FEE IN THAT
INSTANCE.
ANY WAIVER BY THE BOARD OF DIRECTORS SHALL, AS A CONSEQUENCE, REDUCE
THE AGGREGATE NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK THAT MAY BE HELD BY
INDIVIDUALS AND ENTITIES OTHER