EXHIBIT
10.3
ADVISORY AGREEMENT
THIS ADVISORY AGREEMENT, dated as of April 7, 2009, is between CNL
Macquarie Global Income Trust, Inc., a corporation organized under
the laws of the State of Maryland (the “Company”), CNL
Macquarie Income, LP, a limited partnership organized under the
laws of the State of Delaware (the “Operating
Partnership”), and CNL Macquarie Global Income Advisors, LLC,
a limited liability company organized under the laws of the State
of Delaware (the “Advisor”).
W I T N E S S E T H
WHEREAS, the Company has filed with the Securities and Exchange
Commission a Registration Statement (No. 333-
) on Form S-11 registering 150,000,000 shares of its common stock,
par value $0.01 per share (as defined below), to be offered to the
public, and the Company may subsequently issue Securities (as
defined below) other than such shares or otherwise raise additional
capital;
WHEREAS, the Company intends to qualify as a REIT (as defined
below), and invest its funds in investments permitted by the terms
of the Prospectus (as defined below) and Sections 856 through 860
of the Code (as defined below);
WHEREAS, the Company is the sole owner of the general partner of
the Operating Partnership and intends to conduct all of its
business and make all investments in Real Property, Real Estate
Related Securities, Loans and Permitted Investments (each as
defined below), through the Operating Partnership;
WHEREAS, the Company and the Operating Partnership desire to avail
themselves of the experience, sources of information, advice,
assistance and certain facilities of the Advisor and to have the
Advisor undertake the duties and responsibilities hereinafter set
forth, on behalf of, and subject to the supervision, of the Board
of Directors (as defined below) of the Company, all as provided
herein; and
WHEREAS, the Advisor is willing to undertake to render such
services, subject to the supervision of the Board of Directors, on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein, the parties hereto agree
as follows:
(1)
Definitions. As used in this
Advisory Agreement (the “Agreement”), the following
terms have the definitions hereinafter indicated:
Acquisition Expenses . Any and all
expenses, exclusive of Acquisition Fees, incurred by the Company,
the Operating Partnership, the Advisor, or any of their Affiliates
in connection with the selection, acquisition, development or
construction of any investment, including any Real Property, Real
Estate Related Securities, Loans or Permitted Investments, whether
or not acquired, including, without limitation, legal fees and
expenses, travel and communications expenses, costs of appraisals,
nonrefundable option payments on property not acquired, accounting
fees and expenses, title insurance premiums, and the costs of
performing due diligence.
Acquisition Fees . Any and all fees
and commissions, exclusive of Acquisition Expenses, paid by any
Person, to any other Person (including any fees or commissions paid
by or to any Affiliate of the Company, the Operating Partnership or
the Advisor) in connection with the selection, evaluation,
structure, purchase, development or construction of Real Property
or with making or investing in Loans, Real Estate Related
Securities or Permitted Investments, including real estate
commissions, selection fees, Investment Services Fees, Development
Fees, Construction Fees, nonrecurring management fees, loan fees,
points or any other fees of a similar nature. Excluded shall be
Development Fees and Construction Fees paid to any Person not
affiliated with the Advisor in connection with the actual
development and construction of a project.
Advisor . CNL Macquarie Global Income
Advisors, LLC, a limited liability company organized under the laws
of the State of Delaware, or any successor advisor to the Company
and the Operating Partnership. Notwithstanding the foregoing, a
Person hired or retained by CNL Macquarie Global Income Advisors,
LLC to perform property management and related services for the
Company or the Operating Partnership that is not hired or retained
to perform substantially all of the functions of CNL Macquarie
Global Income Advisors, LLC with respect to the Company or the
Operating Partnership as a whole shall not be deemed to be an
Advisor.
Affiliate or Affiliated . With
respect to any Person, (a) any Person directly or indirectly
owning, controlling, or holding, with the power to vote, ten
percent (10%) or more of the outstanding voting securities of
such other Person; (b) any Person ten percent (10%) or
more of whose outstanding voting securities are directly or
indirectly owned, controlled or held, with the power to vote, by
such other Person; (c) any Person directly or indirectly
controlling, controlled by or under common control with such other
Person; (d) any executive officer, director, trustee or
general partner of such other Person; or (e) any legal entity
for which such Person acts as an executive officer, director,
trustee or general partner. Notwithstanding anything to the
contrary contained herein, CNL Global Income Advisors, LLC and
Macquarie Real Estate Advisory Services LLC shall not be deemed
Affiliates of each other.
Articles of Incorporation . The
Articles of Incorporation of the Company, as amended or restated
from time to time.
Asset . Any Real Property, Real
Estate Related Security, Loan, Permitted Investment or other
investment (other than investments in bank accounts or money market
funds) owned by the Company, directly or indirectly through one or
more of its Joint Ventures or Subsidiaries, and any other
investment made by the Company, directly or indirectly through one
or more of its Joint Ventures or Subsidiaries.
Asset Management Fee . Asset
Management Fee shall have the meaning set forth in
Section 9(a) of this Agreement.
Average Invested Assets . For a
specified period, the average of the aggregate book value of the
Assets before deducting depreciation, bad debts or other non-cash
reserves computed by taking the average of such values at the end
of each month during such period.
Board of Directors, Board or Directors
. The persons holding such office, as of any
particular time, under the Articles of Incorporation of the
Company, whether they be the Directors named therein or additional
or successor Directors.
Bylaws . The bylaws of the Company,
as the same are in effect and may be amended from time to time.
Cause . With respect to the
termination of this Agreement, (a) fraud, criminal conduct,
willful misconduct or willful or negligent breach of fiduciary duty
by the Advisor; or (b) a material breach of this Agreement of
any nature whatsoever by the Advisor, which breach is not cured
within 30 days of notice given to the Advisor specifying the nature
of the alleged breach.
CNL Sponsor . CNL Financial Group,
LLC, a Florida limited liability company.
Code . The Internal Revenue Code of
1986, as amended from time to time, or any successor statute
thereto. Reference to any provision of the Code shall mean such
provision as in effect from time to time, as the same may be
amended, and any successor provision thereto, as interpreted by any
applicable regulations as in effect from time to time.
Common Shares . The common stock, par
value $0.01 per share, of the Company that may be issued from time
to time in accordance with the terms of the Articles of
Incorporation and applicable law.
Company . Company shall have the
meaning set forth in the preamble of this Agreement.
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Company Property . Any and all
property, real, personal or otherwise, tangible or intangible,
which is transferred or conveyed to the Company, the Operating
Partnership, any Subsidiary or any Joint Venture of any of the
foregoing (including all rents, income, profits and gains
therefrom), and which is owned or held by, or for the account of,
the Company, the Operating Partnership, any Subsidiary or any Joint
Venture of any of the foregoing.
Construction Fee . A fee or other
remuneration for acting as general contractor and/or construction
manager to construct improvements, supervise and coordinate
projects or to provide major repairs or rehabilitations on a
property.
Competitive Real Estate Commission
. A real estate or brokerage commission for
the purchase or sale of property which is reasonable, customary,
and competitive in light of the size, type, and location of the
property.
Contract Purchase Price . The amount
actually paid in respect of the purchase of a Real Property, and
the amount budgeted in respect of the development, construction or
improvement of a Real Property, the amount of funds advanced with
respect to a Loan or the amount actually paid in respect to the
purchase of other Real Estate Related Securities or Permitted
Investments, in each case exclusive of Acquisition Fees and
Acquisition Expenses.
Development Fee . The fee for the
packaging of a Company Property, including negotiating and
approving plans and assisting in obtaining zoning and necessary
variances and financing for a specific Company Property to be
developed or under development, either initially or at a later
date.
Director . A member of the Board of
Directors of the Company.
Disposition Fee . The fee payable to
the Advisor under Section 9(c).
Distributions . Any distributions of
money or other property by the Company to owners of Equity Shares,
including distributions that may constitute a return of capital for
federal income tax purposes.
Distribution Reinvestment Plan . Any
reinvestment plan adopted from time to time by the Company pursuant
to which the Company’s stockholders may elect to have the
full amount of their cash distributions reinvested in additional
Common Shares.
Equity Shares . Transferable shares
of beneficial interest of the Company of any class or series,
including Common Shares or Preferred Shares. The use of the term
“Equity Shares” or any term defined by reference to the
term “Equity Shares” shall refer to the particular
class or series of capital stock of the Company which is
appropriate under the context.
Excess Amount . Excess Amount shall
have the meaning set forth in Section 12 of this
Agreement.
Excess Shares . Equity Shares that
have been designated as “Excess Shares” pursuant to the
Company’s Articles of Incorporation.
Expense Year . Expense Year shall
have the meaning set forth in Section 12 of this
Agreement.
FINRA . The Financial Industry
Regulatory Authority.
GAAP . Generally accepted accounting
principles as in effect in the United States of America from time
to time or such other accounting basis mandated by the U.S.
Securities and Exchange Commission.
Good Reason . With respect to the
termination of this Agreement, (a) in connection with a
merger, sale of substantially all the assets, sale of Equity Shares
or other transaction involving the Company or the Operating
Partnership pursuant to which a majority of the Directors then in
office are replaced or removed; (b) any failure to obtain a
satisfactory agreement from any successor to the Company and/or the
Operating Partnership to assume and agree to perform the
Company’s and/or the Operating Partnership’s
obligations under this Agreement, whether or
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not a majority of the
Directors then in office are replaced or removed; or (c) any
material breach of this Agreement of any nature whatsoever by the
Company and/or the Operating Partnership, which breach is not cured
within 30 days of notice given to the Company and/or the Operating
Partnership specifying the nature of the alleged breach.
Gross Proceeds . The purchase price
of all Equity Shares sold for the account of the Company through
all Offerings, without deduction for Organizational and Offering
Expenses or volume or other discounts. For the purpose of computing
Gross Proceeds, the purchase price of any Equity Share for which
reduced or no Selling Commissions or Marketing Support Fees are
paid to the Managing Dealer or a Participating Broker shall be
deemed to be the full amount of the Offering price per Equity Share
pursuant to the Prospectus for such Offering, with the exception of
Equity Shares purchased pursuant to the Company’s
Distribution Reinvestment Plan, which will be factored into the
calculation using their actual purchase price.
Incentive Fees . The Subordinated
Share of Net Sales Proceeds, the Subordinated Incentive Fee and the
Performance Fee.
Independent Director . Independent
Director shall have the meaning set forth in the Articles of
Incorporation.
Initial Public Offering . The
Company’s first public offering of Equity Shares pursuant to
an effective registration statement filed under the Securities Act
of 1933, as amended.
Invested Capital . The amount
calculated by multiplying the total number of Common Shares issued
and outstanding by the Offering price per share, without deduction
for volume or other discounts or Organizational and Offering
Expenses (which price per Common Share, in the case of Common
Shares purchased pursuant to the Distribution Reinvestment Plan,
shall be deemed to be the actual purchase price), reduced by the
amount paid to redeem Common Shares pursuant to the Company’s
redemption plan.
Investment Services Fee . Investment
Services Fee shall have the meaning set forth in
Section 9(b)(i) of this Agreement.
Joint Ventures . Those joint venture
or partnership arrangements in which the Company, the Operating
Partnership or any of its Subsidiaries is a co-venturer or partner
and which are established to acquire Real Properties, Real Estate
Related Securities, Loans or Permitted Investments.
Listing . The listing of the Common
Shares of the Company on a national securities exchange or the
receipt by the Company’s Stockholders of securities that are
listed on a national securities exchange in exchange for the
Company’s Common Shares. Upon commencement of trading of the
Common Shares on a national securities exchange, the Common Shares
shall be deemed Listed.
Loans . Mortgage Loans and other
types of debt financing provided by the Company.
Managing Dealer . CNL Securities
Corp., an Affiliate of the Advisor, or such other Person or entity
selected by the Board of Directors to act as the managing dealer
for an Offering. CNL Securities Corp. is a member of FINRA.
Marketing Support Fee . The fees
payable to the Managing Dealer in connection with the sale of
Equity Shares for marketing support.
Mortgage Loans . In connection with
mortgage financing provided by the Company, notes or other
evidences of indebtedness or obligations that are secured or
collateralized by Real Property owned by the borrowers.
MRE Sponsor . Macquarie Capital Funds
Inc., a Delaware corporation.
NASAA REIT Guidelines . The Statement
of Policy Regarding Real Estate Investment Trusts adopted by the
North American Securities Administrators Association on May 7,
2007.
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Net Income . For any period, the
Company’s total revenues determined in accordance with GAAP
applicable to such period, less the total expenses determined in
accordance with GAAP applicable to such period other than additions
to reserves for depreciation, bad debts or other similar non-cash
reserves and Acquisition Expenses and Acquisition Fees to the
extent not capitalized, excluding any gain from the sale of
Assets.
Net Sales Proceeds . In the case of a
transaction described in clause (a) of the definition of Sale,
the proceeds of any such transaction less the amount of all selling
expenses incurred by or on behalf of the Company or the Operating
Partnership, including all real estate commissions, closing costs
and legal fees and expenses. In the case of a transaction described
in clause (b) of such definition, Net Sales Proceeds means the
proceeds of any such transaction less the amount of selling
expenses incurred by or on behalf of the Company or the Operating
Partnership, including any legal fees and expenses and other
selling expenses incurred in connection with such transaction. In
the case of a transaction described in clause (c) of such
definition, Net Sales Proceeds means the Company’s or
Operating Partnership’s pro rata share of the proceeds of any
such transaction received by the Joint Venture, less the amount of
any selling expenses incurred by or on behalf of the Joint Venture,
less the amount of any selling expenses, including legal fees and
expenses, incurred by or on behalf of the Company or the Operating
Partnership. In the case of a transaction or series of transactions
described in clause (d) of the definition of Sale, Net Sales
Proceeds means the proceeds of any such transaction (including the
aggregate of all payments under a Mortgage on or in satisfaction
thereof other than regularly scheduled interest payments) less the
amount of selling expenses incurred by or on behalf of the Company,
Operating Partnership or any Joint Venture, including all
commissions, closing costs and legal fees and expenses. In the case
of a transaction described in clause (e) of such definition,
Net Sales Proceeds means the proceeds of any such transaction
received by the Company less the amount of selling expenses
incurred in connection with such transaction. With respect to each
of the transactions or series of transactions described above in
this definition, Net Sales Proceeds means the proceeds of such
transaction or series of transactions less the amount of any real
estate commissions, closing costs, and legal fees and expenses and
other selling expenses incurred by or allocated to the Company, the
Operating Partnership or any Joint Venture in connection with such
transaction or series of transactions. Net Sales Proceeds shall
also include any amounts that the Company determines, in its
discretion, to be economically equivalent to proceeds of a Sale.
The repayment of debt shall be deducted from the proceeds of a
transaction for the purpose of calculating Net Sales Proceeds.
Offering . A public offering of
Equity Shares pursuant to a Prospectus.
Operating Partnership . Operating
Partnership shall have the meaning set forth in the preamble of
this Agreement.
Operating Partnership Agreement . The
Limited Partnership Agreement of the Operating Partnership between
CNL Macquarie Income GP, LLC, a Delaware limited liability company,
and the Company.
OP Unit . A unit of limited
partnership interest in the Operating Partnership.
Organizational and Offering Expenses
. Any and all costs and expenses, including
Selling Commissions and the Marketing Support Fee incurred by the
Company or any of its Affiliates in connection with the formation,
qualification and registration of the Company and the marketing and
distribution of Equity Shares in an Offering, including, without
limitation, the following: legal, accounting and escrow fees; due
diligence expenses; printing, amending, supplementing, mailing and
distributing costs; personnel costs associated with processing
investor subscriptions and the preparation and dissemination of
organizational and offering documents and sales materials; telecopy
and telephone costs; charges of transfer agents, registrars,
trustees, depositories and experts; and fees, expenses and taxes
related to the filing, registration and qualification of the Equity
Shares under federal and state laws.
Ownership Limit . At any time at
which the Company is required to meet the requirements of
Section 856(a) of the Code in order to qualify as a REIT, with
respect to each class or series of Equity Shares, 9.8% (by vote or
value) of the outstanding shares of such Equity Shares.
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Participating Broker . A
broker-dealer who is a member of FINRA or who is exempt from
broker-dealer registration, and who, in either case, has executed a
participating broker or other agreement with the Managing Dealer to
sell Equity Shares.
Performance Fee . The fee payable to
the Advisor under Section 18(b).
Permitted Investments . All
investments that are permitted to be made by a REIT under the
Code.
Person . An individual, corporation,
partnership, trust, joint venture, limited liability company or
other entity or association.
Preferred Shares . Any class or
series of preferred stock, par value $0.01 per share, of the
Company that may be issued from time to time in accordance with the
terms of the Articles of Incorporation and applicable law.
Priority Return. As of any date, an
aggregate amount equal to an 8% cumulative, non-compounded, annual
return on Invested Capital, prorated for any partial year. For
purposes of calculating the Priority Return for any calendar year
or portion thereof, the Company will use the daily weighted average
amount of Invested Capital for such period.
Prospectus . The most recent final
prospectus of the Company relating to the Common Shares as filed
with the Securities and Exchange Commission pursuant to Rule 424(b)
under the Securities Act of 1933, as amended.
Real Estate Asset Value . The amount
invested in Real Properties wholly owned by the Company, the
Operating Partnership and/or any of their respective Subsidiaries,
determined on the basis of cost, plus, in the case of Real
Properties owned by any Joint Venture or partnership in which the
Company, the Operating Partnership and/or any of their Subsidiaries
is the co-venturer or partner, the Company’s, Operating
Partnership’s or such Subsidiary’s, as applicable,
proportionate share of the amount invested by the Joint Venture or
partnership in such Real Properties determined on the basis of
cost, exclusive of Acquisition Fees and Acquisition Expenses.
Real Estate Related Securities . The
real estate related securities investments, or such investments the
Board of Directors and the Advisor mutually designate as Real
Estate Related Securities to the extent such investments could be
classified as either Real Estate Related Securities or Real
Property, which are owned from time to time by the Company, the
Operating Partnership, Subsidiaries or Joint Ventures.
Real Property . (a) Land,
including the buildings located thereon, (b) land only and/or
(c) the buildings only, which are owned from time to time by
the Company or the Operating Partnership, either directly or
through Subsidiaries, joint venture arrangements or other
partnerships, or (d) such investments the Board of Directors
and the Advisor mutually designate as Real Property to the extent
such investments could be classified as either Real Property or
Real Estate Related Securities. Properties sold by the Company, the
Operating Partnership or any of their Subsidiaries to
tenancy-in-common investors shall be deemed Real Property for the
purposes of this definition so long as (x) such properties are
being leased by the Company, the Operating Partnership or any of
their Subsidiaries from the tenancy-in-common investors, and
(y) such properties are reflected as assets of the Company in
accordance with GAAP.
REIT . A “real estate
investment trust” as defined pursuant to sections 856 through
860 of the Code.
Sale or Sales . Any transaction or
series of transactions whereby (a) the Company or the
Operating Partnership directly or indirectly (except as described
in other subsections of this definition) sells, grants, transfers,
conveys, or relinquishes its ownership of any Real Property or
portion thereof, and including any event with respect to any Real
Property which gives rise to a significant amount of insurance
proceeds or condemnation awards; (b) the Company or the
Operating Partnership directly or indirectly (except as described
in other subsections of this definition) sells, grants, transfers,
conveys, or relinquishes its ownership of all or substantially all
of the interest of the Company or the Operating Partnership in any
Joint Venture in which it is a co-venturer or partner; (c) any
Joint Venture directly or indirectly (except as described in other
subsections of this definition) sells, grants, transfers,
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conveys, or
relinquishes its ownership of any Real Property or portion thereof,
including any event with respect to any Real Property which gives
rise to insurance claims or condemnation awards; (d) the
Company or the Operating Partnership directly or indirectly (except
as described in other subsections of this definition) sells,
grants, conveys or relinquishes its interest in any mortgage or
portion thereof (including with respect to any mortgage, all
payments thereunder or in satisfaction thereof other than regularly
scheduled interest payments) of amounts owed pursuant to such
mortgage and any event which gives rise to a significant amount of
insurance proceeds or similar awards; or (e) the Company, the
Operating Partnership or any Joint Venture directly or indirectly
(except as described in other subsections of this definition)
sells, grants, transfers, conveys, or relinquishes its ownership of
any other asset not previously described in this definition or any
portion thereof.
Securities . Any Equity Shares, any
other stock, shares or other evidences of equity or beneficial or
other interests, voting trust certificates, bonds, debentures,
notes or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any
instruments commonly known as “securities” or any
certificates of interest, shares or participations in, temporary or
interim certificates for, receipts for, guarantees of, or warrants,
options or rights to subscribe to, purchase or acquire, any of the
foregoing.
Selling Commissions . Any and all
commissions payable to underwriters, managing dealers, or other
broker-dealers in connection with the sale of Equity Shares through
Offerings, including, without limitation, selling commissions
payable to the Managing Dealer.
Stockholders . The registered holders
of the Company’s Equity Shares.
Subordinated Incentive Fee . The fee
payable to the Advisor under Section 9(e).
Subordinated Share of Net Sales Proceeds
. The fee payable to the Advisor under
Section 9(d).
Subsidiary . Any corporation, limited
liability company, partnership, business trust or other entity of
which the Company, directly or indirectly, owns or controls at
least fifty percent (50%) of the voting securities or economic
interests.
Termination Date . The date of
termination of this Agreement.
Termination Event . The termination
or non-renewal of this Agreement (a) by the Advisor for Good
Reason or (b) by the Company and the Operating Partnership
other than for Cause.
Total Operating Expenses . All costs
and expenses incurred by the Company, as determined under GAAP,
that relate in any way to the operation of the Company or to
corporate business, including Asset Management Fees and other fees
paid to the Advisor, but excluding (a) the expenses of raising
capital such as Organizational and Offering Expenses, legal, audit,
accounting, underwriting, brokerage, listing, registration, and
other fees, printing and other such expenses and tax incurred in
connection with the issuance, distribution, transfer, registration
and Listing of Equity Shares, (b) interest payments,
(c) taxes, (d) non-cash expenditures such as
depreciation, amortization and bad debt reserves, (e) the
Performance Fee, the Subordinated Incentive Fee, the Subordinated
Share of Net Sales Proceeds and any other incentive fees paid in
compliance with the NASAA REIT Guidelines, (f) Acquisition
Fees and Acquisition Expenses, (g) real estate commissions on
the Sale of Real Property, (h) the Disposition Fee,
(i) property management fees and leasing commissions or other
amounts incurred pursuant to property management agreements,
(j) property or investment direct operating expenses, and
(k) other fees and expenses connected with the acquisition,
disposition, management and ownership of real estate interests,
mortgage loans or other property (including the costs of
foreclosure, insurance premiums, legal services, maintenance,
repair, and improvement of property). The definition of Total
Operating Expenses set forth above is intended to encompass only
those expenses which are required to be treated as Total Operating
Expenses under the NASAA REIT Guidelines. As a result, and
notwithstanding the definition set forth above, any expense of the
Company which is not part of Total Operating Expenses under the
NASAA REIT Guidelines shall not be treated as part of Total
Operating Expenses for purposes hereof.
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2%/25% Guidelines . The requirement
pursuant to the NASAA REIT Guidelines that, in any 12-month period,
Total Operating Expenses shall not exceed the greater of 2% of the
Company’s Average Invested Assets during such 12-month period
or 25% of the Company’s Net Income over the same 12-month
period.
(2)
Appointment. The Company and the
Operating Partnership hereby appoint the Advisor to serve as their
advisor on the terms and conditions set forth in this Agreement,
and the Advisor hereby accepts such appointment.
(3) Duties of
the Advisor. The Advisor undertakes to
use its commercially reasonable efforts to present to the Company
and the Operating Partnership potential investment opportunities
and to provide a continuing and suitable investment program
consistent with the investment objectives and policies of the
Company as determined and adopted from time to time by the
Directors. In performance of this undertaking, subject to the
supervision of the Directors and consistent with the provisions of
the Prospectus, Articles of Incorporation and Bylaws of the
Company, and the Operating Partnership Agreement, the Advisor
shall, either directly or by engaging any such Person, including an
Affiliate, that it deems qualified:
(a) serve as the
Company’s and the Operating Partnership’s investment
and financial advisor and provide research and economic and
statistical data in connection with the Company’s and the
Operating Partnership’s Assets and investment policies;
(b) provide the
daily management of the Company and the Operating Partnership and
perform and supervise the various administrative functions
reasonably necessary for the management of the Company and the
Operating Partnership;
(c) investigate,
select, and, on behalf of the Company and the Operating
Partnership, engage and conduct business with such Persons as the
Advisor deems necessary to the proper performance of its
obligations hereunder, including but not limited to consultants,
accountants, correspondents, lenders, technical advisors,
attorneys, brokers, underwriters, corporate fiduciaries, escrow
agents, depositaries, custodians, agents for collection, insurers,
insurance agents, banks, builders, developers, property owners,
real estate management companies, real estate operating companies,
securities investment advisors, mortgagors, and any and all agents
for any of the foregoing, including Affiliates of the Advisor, and
Persons acting in any other capacity deemed by the Advisor
necessary or desirable for the performance of any of the foregoing
services, including but not limited to entering into contracts in
the name of the Company and the Operating Partnership with any of
the foregoing;
(d) consult with the
officers and Directors of the Company and assist the Directors in
the formulation and implementation of the Company’s and the
Operating Partnership’s financial policies, and, as
necessary, furnish the Directors with advice and recommendations
with respect to the making of investments consistent with the
investment objectives and policies of the Company and in connection
with any borrowings proposed to be undertaken by the Company and/or
the Operating Partnership;
(e) subject to the
provisions of Sections 3(g) and 4 hereof: (i) locate, analyze
and select potential investments; (ii) structure and negot
