VENDORS,
ADVISORS AND OTHERS AS THE MANAGER DEEMS NECESSARY OR ADVISABLE IN CONNECTION
WITH THE MANAGEMENT AND OPERATIONS OF THE TRUST AND THE SUBSIDIARIES.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE MANAGER SHALL
HAVE THE RIGHT TO CAUSE ANY SUCH SERVICES TO BE RENDERED BY ITS EMPLOYEES OR
AFFILIATES. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE OPERATING PARTNERSHIP (OR
SUCH OTHER SUBSIDIARY) SHALL PAY OR REIMBURSE THE MANAGER OR ITS AFFILIATES
PERFORMING SUCH SERVICES FOR THE COST THEREOF; PROVIDED, THAT SUCH COSTS AND
REIMBURSEMENTS ARE NO GREATER THAN THOSE WHICH WOULD BE PAYABLE TO OUTSIDE
PROFESSIONALS OR CONSULTANTS ENGAGED TO PERFORM SUCH SERVICES PURSUANT TO
AGREEMENTS NEGOTIATED ON AN ARM'S-LENGTH BASIS.
(G)
THE MANAGER MAY EFFECT TRANSACTIONS BY OR THROUGH THE AGENCY OF
ANOTHER PERSON WITH IT OR ITS AFFILIATES WHICH HAVE AN ARRANGEMENT UNDER WHICH
THAT PARTY OR ITS AFFILIATES WILL FROM TIME TO TIME PROVIDE TO OR PROCURE FOR
THE MANAGER AND/OR ITS AFFILIATES GOODS, SERVICES OR OTHER BENEFITS (INCLUDING,
BUT NOT LIMITED TO, RESEARCH AND ADVISORY SERVICES; ECONOMIC AND POLITICAL
ANALYSIS, INCLUDING VALUATION AND PERFORMANCE MEASUREMENT; MARKET ANALYSIS, DATA
AND QUOTATION SERVICES; COMPUTER HARDWARE AND SOFTWARE INCIDENTAL TO THE ABOVE
GOODS AND SERVICES; CLEARING AND CUSTODIAN SERVICES AND INVESTMENT RELATED
PUBLICATIONS), THE NATURE OF WHICH IS SUCH THAT PROVISION CAN REASONABLY BE
EXPECTED TO BENEFIT THE TRUST AND THE SUBSIDIARIES AS A WHOLE AND MAY CONTRIBUTE
TO AN IMPROVEMENT IN THE PERFORMANCE OF THE TRUST AND THE SUBSIDIARIES OR THE
MANAGER OR ITS AFFILIATES IN PROVIDING SERVICES TO THE TRUST AND THE
SUBSIDIARIES ON TERMS THAT
12
NO DIRECT PAYMENT IS MADE BUT INSTEAD THE MANAGER AND/OR ITS AFFILIATES
UNDERTAKE TO PLACE BUSINESS WITH THAT PARTY.
(H)
IN EXECUTING PORTFOLIO TRANSACTIONS AND SELECTING BROKERS OR
DEALERS, THE MANAGER WILL USE ITS BEST EFFORTS TO SEEK ON BEHALF OF THE TRUST
AND THE SUBSIDIARIES THE BEST OVERALL TERMS AVAILABLE. IN ASSESSING THE BEST
OVERALL TERMS AVAILABLE FOR ANY TRANSACTION, THE MANAGER SHALL CONSIDER ALL
FACTORS THAT IT DEEMS RELEVANT, INCLUDING, WITHOUT LIMITATION, THE BREADTH OF
THE MARKET IN THE SECURITY, THE PRICE OF THE SECURITY, THE FINANCIAL CONDITION
AND EXECUTION CAPABILITY OF THE BROKER OR DEALER, AND THE REASONABLENESS OF THE
COMMISSION, IF ANY, BOTH FOR THE SPECIFIC TRANSACTION AND ON A CONTINUING BASIS.
IN EVALUATING THE BEST OVERALL TERMS AVAILABLE, AND IN SELECTING THE BROKER OR
DEALER TO EXECUTE A PARTICULAR TRANSACTION, THE MANAGER MAY ALSO CONSIDER
WHETHER SUCH BROKER OR DEALER FURNISHES RESEARCH AND OTHER INFORMATION OR
SERVICES TO THE MANAGER.
(I)
THE MANAGER HAS NO DUTY OR OBLIGATION TO SEEK IN ADVANCE
COMPETITIVE BIDDING FOR THE MOST FAVORABLE COMMISSION RATE APPLICABLE TO ANY
PARTICULAR PURCHASE, SALE OR OTHER TRANSACTION, OR TO SELECT ANY BROKER-DEALER
ON THE BASIS OF ITS PURPORTED OR "POSTED" COMMISSION RATE, BUT WILL ENDEAVOR TO
BE AWARE OF THE CURRENT LEVEL OF CHARGES OF ELIGIBLE BROKER-DEALERS AND TO
MINIMIZE THE EXPENSE INCURRED FOR EFFECTING PURCHASES, SALES AND OTHER
TRANSACTIONS TO THE EXTENT CONSISTENT WITH THE INTERESTS AND POLICIES OF THE
TRUST