WRITING CONCERNING THE
INVESTMENT AND FINANCING POLICIES OF THE COMPANY. THE BOARD OF DIRECTORS SHALL
NOTIFY THE ADVISOR PROMPTLY IN WRITING OF ITS INTENTION TO MAKE ANY INVESTMENTS
OR TO SELL OR DISPOSE OF ANY EXISTING INVESTMENTS. 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 SUCH OTHER
INFORMATION WITH REGARD TO ITS AFFAIRS AS THE ADVISOR MAY REASONABLY REQUEST.
9.
COMPENSATION.
THE ADVISOR AND ITS
AFFILIATES SHALL BE PAID FOR SERVICES RENDERED BY THE ADVISOR UNDER THIS
AGREEMENT AS FOLLOWS:
A)
ACQUISITION EXPENSES, FOR THE EXPENSES ATTENDANT TO PROPERTY
ACQUISITIONS, IN AN AGGREGATE AMOUNT NOT IN EXCESS OF 0.5% OF (I) THE GROSS
OFFERING PROCEEDS, AND (II) THE GROSS PROCEEDS FROM THE SALE OF UP TO 20,000,000
SHARES PURSUANT TO THE COMPANY'S DISTRIBUTION REINVESTMENT PROGRAM, PROVIDED
THAT THE ACQUISITION EXPENSES RESPECTING ANY SPECIFIC PROPERTY ACQUIRED BY THE
COMPANY SHALL NOT EXCEED 6% OF THE GROSS PURCHASE PRICE OF THAT PROPERTY;
B)
AN ADVISOR ASSET MANAGEMENT FEE OF NOT MORE THAN 1% OF THE
AVERAGE INVESTED ASSETS. THIS FEE WILL BE PAYABLE QUARTERLY IN AN AMOUNT EQUAL
TO ONE FOURTH OF 1% OF THE AVERAGE INVESTED ASSETS OF THE COMPANY AS OF THE LAST
DAY OF THE IMMEDIATELY PRECEDING QUARTER. FOR ANY YEAR IN WHICH THE COMPANY
QUALIFIES AS A REIT, THE ADVISOR MAY BE REQUIRED TO REIMBURSE THE COMPANY
CERTAIN SUMS AS DESCRIBED IN SECTION 14;
9
C)
REIMBURSEMENT FOR THE COST TO THE ADVISOR AND ITS AFFILIATES
FOR:
I)
THE COST TO THE ADVISOR OR ITS AFFILIATES OF GOODS
AND SERVICES USED FOR AND BY THE COMPANY AND OBTAINED FROM UNAFFILIATED PARTIES;
AND
II)
ADMINISTRATIVE SERVICES RELATED THERETO.
"ADMINISTRATIVE SERVICES" INCLUDE MINISTERIAL SERVICES SUCH AS TYPING, RECORD
KEEPING, PREPARATION AND DISSEMINATION OF COMPANY REPORTS, PREPARATION AND
MAINTENANCE OF RECORDS REGARDING STOCKHOLDERS, RECORD KEEPING AND ADMINISTRATION
OF THE COMPANY'S DISTRIBUTION REINVESTMENT AND SHARE REPURCHASE PROGRAMS,
PREPARATION AND DISSEMINATION OF RESPONSES TO STOCKHOLDER INQUIRIES AND OTHER
COMMUNICATIONS WITH STOCKHOLDERS AND ANY OTHER RECORD KEEPING REQUIRED FOR
COMPANY PURPOSES. SUCH REIMBURSEMENTS ARE SUBJECT TO LIMITATIONS IMPOSED BY
SECTIONS 10(B) AND (C) HEREOF;
D)
AN INCENTIVE ADVISORY FEE EQUAL TO 15% OF THE REMAINING PROCEEDS
FROM THE SALE OF REAL PROPERTIES AFTER THE STOCKHOLDERS HAVE FIRST RECEIVED: (I)
THEIR CUMULATIVE RETURN; AND (II) THE RETURN OF THEIR INVESTED CAPITAL. AT SUCH
TIME AS THE BUSINESS OF THE ADVISOR IS ACQUIRED BY OR CONSOLIDATED INTO THE
COMPANY PURSUANT TO SECTION 12 HEREOF, THE INCENTIVE ADVISORY FEE SHALL ALSO
TERMINATE;
E)
A PROPERTY DISPOSITION FEE, PAYABLE UPON THE SALE OF A REAL
PROPERTY EQUAL TO THE LESSER OF: (I) 3% OF THE CONTRACTED FOR SALES PRICE OF THE
REAL PROPERTY OR (II) 50% OF THE COMMISSION PAID TO THIRD PARTIES WHICH IS
REASONABLE, CUSTOMARY AND COMPETITIVE IN LIGHT OF THE SIZE, TYPE AND LOCATION OF
SUCH PROPERTY ("COMPETITIVE REAL ESTATE COMMISSION"). THE AMOUNT PAID TO THE
ADVISOR, WHEN ADDED TO THE SUMS PAID TO UNAFFILIATED