such Person (excluding
Trustees who are not otherwise Affiliates of such Person). The term "Person"
means and includes individuals, corporations, limited partnerships, general
partnerships, joint stock companies or associations, joint ventures,
associations, companies, trusts, banks, trust companies, land trusts, business
trusts, limited liability companies, 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, AT THE DIRECTION OF THE TRUSTEES, IN THE
NAME OF THE COMPANY, AND SHALL COLLECT AND DEPOSIT INTO SUCH ACCOUNT OR ACCOUNTS
AND DISBURSE THEREFROM ANY MONIES ON BEHALF OF THE COMPANY, PROVIDED THAT NO
FUNDS IN ANY SUCH 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 SUCH 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
TRUSTEES SHALL NOTIFY THE ADVISOR PROMPTLY OF THEIR 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 SUCH 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 SUCH LEGAL AND ACCOUNTING
ADVICE AND SERVICES AS THE ADVISOR OR THE TRUSTEES SHALL DEEM NECESSARY OR
APPROPRIATE TO ADEQUATELY PERFORM THE FUNCTIONS OF THE COMPANY.
5.
REIT QUALIFICATION. ANYTHING ELSE IN THIS AGREEMENT TO THE
CONTRARY NOTWITHSTANDING, THE ADVISOR SHALL REFRAIN FROM ANY ACTION (INCLUDING,