DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities primarily in real property and other real estate investments as well as provide a continuing and suitable investment program consistent with the investment policies and objectives of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statement, the Advisor shall, pursuant to delegated authority: (a) obtain or provide such services as may be required to administer the daily operations of the Company; (b) identify investment opportunities for the Company which are consistent with its investment objectives and policies; (c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investments, including, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement; (d) on behalf of the Company, investigate, select, engage and conduct relations with such persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, consultants, investors, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companies, mortgagors, brokers, accountants, attorneys, appraisers and others, including its and the Company's affiliates; (e) consult with the Company's officers and directors and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other policies, and furnish the officers and directors with advice and recommendations concerning the making of investments consistent with the investment policies and objectives of the Company; (f) structure and negotiate the terms of investments in real properties and other real estate investments and obtain the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company; (g) obtain from third parties or its affiliates, property management services for the Company's investments in real property; (h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company and such other services as the Company may require; (i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales of the Company's securities, or in obtaining investments for the Company, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended; (j) obtain or perform current appraisals for each potential investment in real property or other real estate investment; (k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor; (l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and (m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).
Appears in 9 contracts
Samples: Advisory Services Agreement (Boston Capital Real Estate Investment Trust Inc), Advisory Services Agreement (Boston Capital Real Estate Investment Trust Inc), Advisory Services Agreement (Boston Capital Real Estate Investment Trust Inc)
DUTIES OF THE ADVISOR. The As of the Effective Date, the Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation and Bylaws of the Company and the Operating Partnership Agreement, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect, but not limited toand, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersreal estate management companies, lendersreal estate operating companies, fiduciaries, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers registrar and otherstransfer agent and any and all agents for any of the foregoing, including its 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 Company's affiliatesOperating Partnership with any of the foregoing;
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations make Investments on behalf of the Company and handling, prosecuting the Operating Partnership in compliance with the investment objectives and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales policies of the Company's securities; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or in obtaining investments otherwise deal with, Investments; (vi) enter into leases and service contracts for the CompanyReal Estate Assets and, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
Appears in 8 contracts
Samples: Advisory Agreement (Bluerock Enhanced Multifamily Trust, Inc.), Advisory Agreement (Bluerock Enhanced Multifamily Trust, Inc.), Advisory Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide the Company and the Operating Partnership with a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of performing this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Governing Instruments and the Operating Partnership Agreement, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate or a third party:
(a) obtain or provide such services as may be required to administer the daily operations of the Company;
(b) identify investment opportunities for the Company which are consistent with its investment objectives and policies;
(c) serve as the Company's ’s and the Operating Partnership’s investment and financial advisor and provide reports research and economic and statistical data in connection with respect to the Company's portfolio ’s and the Operating Partnership’s assets and investment policies;
(b) provide day-to-day management for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of investmentsthe Company and the Operating Partnership, including: the collection of revenues and the payment of the Company’s and the Operating Partnership’s debts and obligations, but not limited tomaintaining appropriate computer services to perform such administrative functions, maintaining the making Company’s and the Operating Partnership’s books and records and organizing meetings of investments in real properties the Board;
(c) determine the proper allocation of the Company’s and the Operating Partnership’s Investments between (i) Real Estate Assets, (ii) Other Real Estate Related Investments and (iii) cash and cash equivalents and other real estate short-term investments, as described in the Registration Statement;
(d) consult with the officers and Trustees of the Company and assist the Trustees in the formulation and implementation of the Company’s financial, valuation and other policies and, as necessary, furnish the Trustees with advice and recommendations with respect to the making of investments and dispositions consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(e) subject to the provisions of Section 4 hereof, (i) locate, analyze and select potential Investments; (ii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board; (iv) acquire and dispose of the Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the Sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) oversee Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform other services required to be performed under this Agreement; and (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership;
(f) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans to be made to the Company and the Operating Partnership and obtain Loans for the Company and the Operating Partnership;
(g) negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private and public sales of Shares, Partnership Interests or other securities of the Company or the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter;
(h) monitor the operating performance of the Investments and provide periodic reports with respect thereto to the Board, including comparative information with respect to such operating performance and budgeted or projected operating results;
(i) from time to time, or at any time reasonably requested by the Trustees, make reports to the Trustees of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;
(j) assist in calculating the net asset value and Average Invested Assets as provided in the Valuation Guidelines, and in connection therewith, (i) obtain and maintain on behalf of the Company appraisals and reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where required or appropriate, concerning the value of Investments, and (ii) engage such independent valuation experts, third-party appraisal managers and appraisers as the Advisor deems appropriate to perform valuations and other services, provided that any independent valuation expert shall be approved in advance of engagement by the Board;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company or the Operating Partnership and conduct all matters with any Joint Venture partners;
(m) communicate on the Company’s or the Operating Partnership’s behalf with the respective holders of any of the Company’s or the Operating Partnership’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders;
(n) evaluate and recommend to the Board modifications to the hedging strategies in effect and cause the Company to engage in overall hedging strategies consistent with the Company’s status as a REIT and with the Company’s investment policies approved by the Board;
(o) advise the Company regarding the maintenance of the Company’s exclusion from the status of an investment company required to be registered under the Investment Company Act and monitor compliance with the requirements for maintaining such exclusion under the Investment Company Act;
(p) advise the Company regarding achieving and maintaining the Company’s qualification for taxation as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder;
(q) invest or reinvest any money of the Company or the Operating Partnership (including investing in short-term Investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of Distributions), and advise the Company and the Operating Partnership as to the Company’s or the Operating Partnership’s respective capital structure and capital raising;
(r) investigate, select, and, on behalf of the Company and the Operating Partnership, engage and conduct relations business with such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, including but not limited to, to consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersreal estate management companies, lendersreal estate operating companies, fiduciaries, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers and othersany and all agents for any of the foregoing, including its and the Company's affiliates;
(e) consult with the Company's officers and directors and assist the Company's Board of Directors in the formulation and implementation Affiliates of the Company's investment and other policiesAdvisor, and furnish Persons acting in any other capacity deemed by the officers and directors with advice and recommendations concerning Advisor necessary or desirable for the making performance of investments consistent with the investment policies and objectives any of the Company;
(f) structure and negotiate the terms of investments in real properties and other real estate investments and obtain the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investmentsforegoing services, including, but not limited to, entering into contracts in the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations name of the Company and handling, prosecuting and settling the Operating Partnership with any claims of the foregoing;
(s) cause the Company and such other services the Operating Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the Company may requireREIT provisions of the Code and to conduct compliance reviews thereto, as required;
(it) advise cause the Company concerning its negotiations with investment banking firmsand the Operating Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;
(u) if the Company decides to register the Shares under the Securities Act, securities brokers or dealers assist the Company in obtaining and other institutions or investors for public or private sales maintaining the registration of the Company's securitiesShares under federal and state securities laws, or in obtaining investments for the Listing of the Shares and in complying with all federal, state and local regulatory requirements applicable to the Company in respect of the Shares being registered and the Company’s business activities (including the Xxxxxxxx-Xxxxx Act of 2002), but in no event in such a way that the Advisor could be deemed including preparing or causing to be acting as a dealer or underwriter as those terms are defined in prepared the registration statement, prospectus, supplements to the prospectus, pre-effective and post-effective amendments to the registration statement, financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 19331934, as amended;
(jv) obtain or perform current appraisals take all necessary actions to enable the Company and the Operating Partnership to make required tax filings and reports, including soliciting stockholders for each potential investment in real property or other real estate investmentrequired information to the extent provided by the REIT provisions of the Code;
(kw) handle and resolve all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company and the Operating Partnership may be involved or to which the Company and the Operating Partnership may be subject, arising out of the Company’s or the Operating Partnership’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board;
(x) use commercially reasonable efforts to cause expenses incurred by or on behalf of the Company and the Operating Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time;
(y) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisordescribed in this Agreement;
(lz) perform such other services as may be required from time to time, or at any time reasonably requested by for the management and other activities relating to the Company's Board of Directors, make reports to ’s and the Operating Partnership’s respective business and assets as the Board of Directors of its performance of shall reasonably request or the foregoing servicesAdvisor shall deem appropriate under the particular circumstances; and
(maa) within 30 days after the end of each fiscal quarter of the Company, submit use commercially reasonable efforts to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit cause the Company and the Operating Partnership to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)comply with all applicable laws.
Appears in 7 contracts
Samples: Advisory Agreement (Sterling Real Estate Trust), Advisory Agreement (Sterling Real Estate Trust), Advisory Agreement (Sterling Real Estate Trust)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, Bylaws and the Operating Partnership Agreement, the Advisor shallAdvisor, pursuant to delegated authoritydirectly or indirectly, will:
(a) obtain or provide such services as may be required to administer the daily operations of the Company;
(b) identify investment opportunities for the Company which are consistent with its investment objectives and policies;
(c) a. serve as the Company's ’s and the Operating Partnership’s investment and financial advisor and provide reports research and economic and statistical data in connection with respect to the Company's portfolio of investments, including, but not limited to, the making of investments in real properties ’s assets and other real estate investments, as described in the Registration Statementinvestment policies;
(d) b. provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
c. investigate, select and, on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(e) d. consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
e. subject to the provisions of Section 4, (fi) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review, recommend and obtain arrange acquisitions and dispositions of Investments to the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations make Investments on behalf of the Company and handling, prosecuting the Operating Partnership in compliance with the investment objectives and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales policies of the Company's securities; (v) review and analyze each property’s operating and capital budget; (vi) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or in obtaining investments otherwise deal with, Investments; (vii) enter into leases and service contracts for the CompanyReal Estate Assets and, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (viii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
Appears in 5 contracts
Samples: Advisory Agreement (Realty Finance Trust, Inc.), Advisory Agreement (Realty Finance Trust, Inc.), Advisory Agreement (ARC Realty Finance Trust, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, Directors and consistent with the Registration Statementprovisions of the Company's most recent Prospectus for Shares, Articles of Incorporation and Bylaws, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate of the Advisor or other Person:
(a) obtain or provide such services as may be required to administer the daily operations of the Company;
(b) identify investment opportunities for the Company which are consistent with its investment objectives and policies;
(c) serve as the Company's investment and financial advisor and provide reports research and economic and statistical data in connection with respect to the Assets and the Company's portfolio investment policies;
(b) provide the daily management of investmentsthe Company and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company;
(c) maintain and preserve the books and records of the Company, includingincluding stock books and records reflecting a record of the Stockholders and their ownership of the Company's uncertificated Shares, but not limited toif any, and acting as transfer agent for the making of investments in real properties and other real estate investments, as described in the Registration StatementShares;
(d) investigate, select, and, on behalf of the Company, investigate, select, engage and conduct relations business with such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, including but not limited to, to consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companiesproperty owners, mortgagors, brokersproperty management companies, accountants, attorneys, appraisers transfer agents and othersany and all agents for any of the foregoing, including its Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Company's affiliatesAdvisor 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 with any of the foregoing;
(e) consult with the Company's officers and directors the Board of Directors and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other financial policies, and and, as necessary, furnish the officers and directors Board of Directors with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies of the Company and objectives of in connection with any borrowings proposed to be undertaken by the Company;
(f) subject to the provisions of Sections 2.02(i) and 2.03 hereof, (i) locate, analyze and select potential investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Assets will be made; (iii) make investments in real properties Assets on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other real estate changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Assets; and obtain (v) enter into leases of Property and service contracts for Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Assets, including the servicing of Mortgages;
(g) provide the Board of Directors with periodic reports regarding prospective investments in Assets;
(h) if a transaction requires approval by the Board of Directors' , deliver to the Board of Directors all documents required by them to properly evaluate the proposed transaction;
(i) obtain the prior approval of the Board of Directors (including a majority of all Independent Directors) for any and all investments in Assets;
(j) obtain the prior approval of a majority of the Independent Directors and a majority of the Board of Directors not otherwise interested in any transaction with the Advisor or its Affiliates;
(k) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, negotiate on behalf of the Company with investment banking firms and broker-dealers, and negotiate private sales of Shares and other securities of the Company or obtain loans for the Company, as provided in the Registration Statementand when appropriate, but always consistent in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the investment policies and objectives foregoing shall be the responsibility of the Company;
(gl) obtain from third parties reports (which may be prepared by or for the Advisor or its affiliatesAffiliates), property management services for where appropriate, concerning the Company's value of investments or contemplated investments of the Company in real propertyAssets;
(hm) obtain for from time to time, or provide at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company such under this Agreement;
(n) provide the Company with all necessary cash management services;
(o) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets;
(p) upon request of the Company, act, or obtain the services of others to act, as may be required attorney-in-fact or agent of the Company in acquiringmaking, managing requiring and disposing of investmentsAssets, includingdisbursing, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Companyfunds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company Company, including foreclosing and such otherwise enforcing mortgage and other services as liens and security interests comprising any of the Company may requireAssets;
(iq) advise supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company concerning its negotiations in connection with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales of the Company's securities, or in obtaining investments for the Company, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amendedinvestor relations;
(jr) obtain or perform current appraisals provide office space, equipment and personnel as required for each potential investment in real property or other real estate investmentthe performance of the foregoing services as Advisor;
(ks) prepare on behalf of the Company all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(t) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 5 contracts
Samples: Advisory Agreement (Cole Credit Property Trust II Inc), Advisory Agreement (Cole Credit Property Trust II Inc), Advisory Agreement (Cole Credit Property Trust II Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best commercially reasonable efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide the Company and the Operating Partnership with a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation and Bylaws and the Operating Partnership Agreement, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate or a third party:
(a) obtain or provide such services as may be required to administer the daily operations of the Company;
(b) identify investment opportunities for the Company which are consistent with its investment objectives and policies;
(c) serve as the Company's ’s and the Operating Partnership’s investment and financial advisor and provide reports research and economic and statistical data in connection with respect to the Company's portfolio ’s and the Operating Partnership’s Investments and investment policies;
(b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of investmentsthe Company and the Operating Partnership, includingincluding the collection of revenues and the payment of the Company’s and the Operating Partnership’s debts and obligations; maintenance of appropriate computer services to perform such administrative functions; maintaining the Company’s and the Operating Partnership’s books and records; and organizing meetings of the Board;
(c) determine the proper allocation of the Company’s and the Operating Partnership’s Investments between (i) Real Property, but not limited to(ii) Real Estate Related Assets, the making of investments in real properties and (iii) cash and cash equivalents and other real estate short-term investments, as described in the Registration Statement;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial, investment, valuation and other policies;
(e) subject to the provisions of Section 4 hereof, (i) to the extent within the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and complete acquisitions and dispositions of Investments; (ii) to the extent outside the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and recommend acquisitions and dispositions of Investments to the Board and complete such transactions on behalf of the Company and the Operating Partnership in accordance with the direction of the Board; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (v) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (vi) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (viii) oversee Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; and (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership;
(f) arrange and secure on behalf of the Company and the Operating Partnership with banks or lenders for Loans to be made to the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership;
(g) monitor the operating performance of the Investments and provide periodic reports with respect thereto to the Board, including comparative information with respect to such operating performance and budgeted or projected operating results;
(h) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;
(i) calculate, at the end of each Business Day, the Class A NAV and Class W NAV as provided in the Valuation Guidelines, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor concerning the value of the Real Properties;
(j) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Property;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company or the Operating Partnership and conduct all matters with any Joint Venture partners;
(m) communicate on the Company’s or the Operating Partnership’s behalf with the respective holders of any of the Company’s or the Operating Partnership’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders;
(n) evaluate and recommend to the Board hedging strategies and modifications thereto in effect and cause the Company to engage in overall hedging strategies consistent with the Company’s status as a REIT and with the Company’s investment policies approved by the Board;
(o) advise the Company regarding the maintenance of the Company’s exemption from the Investment Company Act and monitor compliance with the requirements for maintaining an exemption from such act;
(p) advise the Company regarding the maintenance of the Company’s status as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder;
(q) invest or reinvest any money of the Company or the Operating Partnership (including investing in short-term investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Stockholders and the Operating Partnership’s partners), and advise the Company and the Operating Partnership as to the Company’s or the Operating Partnership’s respective capital structure and capital raising;
(r) investigate, select, and, on behalf of the Company and the Operating Partnership, engage and conduct relations business with such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, including but not limited to, to consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersreal estate management companies, lendersreal estate operating companies, fiduciaries, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers and othersany and all agents for any of the foregoing, including its and the Company's affiliates;
(e) consult with the Company's officers and directors and assist the Company's Board of Directors in the formulation and implementation Affiliates of the Company's investment and other policiesAdvisor, and furnish Persons acting in any other capacity deemed by the officers and directors with advice and recommendations concerning Advisor necessary or desirable for the making performance of investments consistent with the investment policies and objectives any of the Company;
(f) structure and negotiate the terms of investments in real properties and other real estate investments and obtain the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investmentsforegoing services, including, but not limited to, entering into contracts in the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations name of the Company and handling, prosecuting and settling the Operating Partnership with any claims of the foregoing;
(s) cause the Company and such other services the Operating Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the Company may requireREIT provisions of the Code and to conduct compliance reviews thereto, as required;
(it) advise cause the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales the Operating Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;
(u) assist the Company in maintaining the registration of the Company's securitiesShares under federal and state securities laws and complying with all federal, or state and local regulatory requirements applicable to the Company in obtaining investments for respect of the Offering and the Company’s business activities (including the Xxxxxxxx-Xxxxx Act of 2002, but in no event in such a way that the Advisor could be deemed as amended), including preparing or causing to be acting as a dealer or underwriter as those terms are defined in prepared all supplements to the Prospectus, post-effective amendments to the registration statement for any Offering and financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 19331934, as amended;
(jv) obtain or perform current appraisals take all necessary actions to enable the Company and the Operating Partnership to make required tax filings and reports, including soliciting Stockholders for each potential investment in real property or other real estate investmentrequired information to the extent provided by the REIT provisions of the Code;
(kw) do handle and resolve all things necessary claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company and the Operating Partnership may be involved or to assure its ability to render which the services contemplated hereinCompany and the Operating Partnership may be subject, including providing the office space, furnishings and personnel necessary for the performance arising out of the foregoing services Company’s or the Operating Partnership’s day-to-day operations, subject to such limitations or parameters as Advisormay be imposed from time to time by the Board;
(lx) use commercially reasonable efforts to cause expenses incurred by or on behalf of the Company and the Operating Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time;
(y) supervise one or more Independent Valuation Advisors and, or at any time reasonably requested by the Company's Board of Directorsif and when necessary, make reports recommend to the Board of Directors of its performance of replacement;
(z) perform such other services as may be required from time to time for the foregoing servicesmanagement and other activities relating to the Company’s and the Operating Partnership’s respective business and assets as the Board shall reasonably request or the Advisor shall deem appropriate under the particular circumstances; and
(maa) within 30 days after the end of each fiscal quarter of the Company, submit use commercially reasonable efforts to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit cause the Company and the Operating Partnership to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)comply with all applicable laws.
Appears in 4 contracts
Samples: Advisory Agreement (Clarion Partners Property Trust Inc.), Advisory Agreement (Clarion Partners Property Trust Inc.), Advisory Agreement (Clarion Property Trust Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shallAdvisor, pursuant to delegated authoritydirectly or indirectly, will:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage in and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to for the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments Investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 5, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
(viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xi) recommend various liquidity events to the Board when appropriate; and (xii) source Real Estate Related Loans;
(f) upon request, provide the Board with periodic reports regarding prospective investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing negotiate on behalf of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliatesthe Operating Partnership with banks or other lenders for Loans to be made to the Company, disbursing the Operating Partnership or any of their subsidiaries, and collecting the funds negotiate with investment banking firms and broker-dealers on behalf of the Company, paying the debts and fulfilling the obligations Operating Partnership or any of the Company and handlingtheir subsidiaries, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a way manner so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms are defined underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the Securities Act foregoing shall be the responsibility of 1933the Company, the Operating Partnership or any of their subsidiaries, as amendedapplicable;
(i) obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating Partnership;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors the Advisor’s performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its performance Affiliates;
(k) provide, or arrange for, the Company and the Operating Partnership with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the foregoing servicesinvestments in any Real Estate Assets as may be required to be obtained by the Board;
(m) notify the Board of all proposed material transactions before they are completed;
(n) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(o) perform investor-relations and Stockholder communications functions for the Company;
(p) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(q) after the NAV Pricing Start Date, calculate the NAV as provided in the Registration Statement, and in connection therewith, obtain appraisals performed by the Independent Valuation Advisor; and
(mr) within 30 days after supervise one or more Independent Valuation Advisor and, if and when necessary, recommend to the end Board replacement valuation advisors;
(s) perform all services related to the organization of each fiscal quarter the Company or any Offering or private sale of the Company’s securities, submit other than services that (i) are to be performed by the Company's Dealer Manager, (ii) the Company elects to perform directly or (iii) would require the Advisor to register as a broker-dealer with the Securities and Exchange Commission or any state;
(t) perform due diligence on prospective investments and create due diligence reports summarizing the results of such work;
(u) render such services as may be reasonably determined by the Board of Directors a statement of consistent with the Company's sources of income during such fiscal quarter terms and make recommendations concerning changes, if any, conditions herein; and
(v) do all things reasonably necessary to assure its ability to render the services described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 4 contracts
Samples: Advisory Agreement (American Realty Capital New York City REIT II, Inc.), Advisory Agreement (American Realty Capital New York City REIT II, Inc.), Advisory Agreement (American Realty Capital New York City REIT II, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Company's most recent Prospectus for Shares, the Articles of Incorporation and Bylaws, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate of the Advisor or other Person:
(a) obtain or provide such services as may be required to administer the daily operations of the Company;
(b) identify investment opportunities for the Company which are consistent with its investment objectives and policies;
(c) serve as the Company's investment and financial advisor and provide reports research and economic and statistical data in connection with respect to the Assets and investment policies;
(b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company;
(c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company's portfolio of investmentsuncertificated Shares, includingif any, but not limited to, and acting as transfer agent for the making of investments in real properties and other real estate investments, as described in the Registration StatementCompany's Shares;
(d) investigate, select, and, on behalf of the Company, investigate, select, engage and conduct relations business with such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, including but not limited to, to consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companiesproperty owners, mortgagors, brokersproperty management companies, accountants, attorneys, appraisers transfer agents and othersany and all agents for any of the foregoing, including its Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Company's affiliatesAdvisor 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 with any of the foregoing;
(e) consult with the Company's officers and directors the Board and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies of the Company and objectives of in connection with any borrowings proposed to be undertaken by the Company;
(f) subject to the provisions of Sections 2.02(h) and 2.03 hereof, (i) locate, analyze and select potential investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Assets will be made; (iii) make investments in real properties and other real estate investments and obtain Assets on behalf of the Board of Directors' approval of investments as provided Company or the Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies of the Company; (iv) arrange for financing and objectives refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Assets; and (v) enter into leases of Property and service contracts for Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Assets, including the servicing of Mortgages;
(g) provide the Board with periodic reports regarding prospective investments in Assets;
(h) obtain the prior approval of the Board (including a majority of all Independent Directors) for any and all investments in Assets;
(i) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, negotiate on behalf of the Company with investment banking firms and broker-dealers, and negotiate private sales of Shares and other securities of the Company or obtain loans for the Company, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company;
(gj) obtain from third parties reports (which may be prepared by or for the Advisor or its affiliatesAffiliates), property management services for where appropriate, concerning the Company's value of investments or contemplated investments of the Company in real propertyAssets;
(hk) obtain for from time to time, or provide at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company such under this Agreement;
(l) provide the Company with all necessary cash management services;
(m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets;
(n) upon request of the Company, act, or obtain the services of others to act, as may be required attorney-in-fact or agent of the Company in acquiringmaking, managing requiring and disposing of investmentsAssets, includingdisbursing, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Companyfunds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company Company, including foreclosing and such otherwise enforcing mortgage and other services as liens and security interests comprising any of the Company may requireAssets;
(io) advise supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company concerning its negotiations in connection with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales of the Company's securities, or in obtaining investments for the Company, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amendedinvestor relations;
(jp) obtain or perform current appraisals provide office space, equipment and personnel as required for each potential investment in real property or other real estate investmentthe performance of the foregoing services as Advisor;
(kq) prepare on behalf of the Company all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(r) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 4 contracts
Samples: Advisory Agreement (Behringer Harvard Opportunity REIT I, Inc.), Advisory Agreement (Behringer Harvard Reit I Inc), Advisory Agreement (Behringer Harvard Reit I Inc)
DUTIES OF THE ADVISOR. The Subject to Sections 4 and 7 of this Agreement, the Advisor undertakes to use its best efforts to present to the Company potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, Directors and consistent with the Registration Statementprovisions of the Prospectus, the Offering Memorandum, the Articles of Incorporation and the Bylaws of the Company, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate:
(a) obtain or provide such services accept and execute any and all delegated duties from the Company as may be required to administer the daily operations a general partner of the CompanyOperating Partnership;
(b) identify find, present and recommend to the Company real estate investment opportunities for consistent with its investment policies and objectives;
(c) structure the terms and conditions of the Company’s investments, sales and co-ownerships;
(d) acquire real estate investments on behalf of the Company which are consistent in compliance with its investment objectives and policies;
(ce) serve as arrange for financing and refinancing of the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investments, including, but not limited to, the making of investments in real properties and other ’s real estate investments, as described in the Registration Statement;
(df) on behalf of enter into leases and service contracts for the Company, investigate, select, engage and conduct relations with such persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, consultants, investors, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companies, mortgagors, brokers, accountants, attorneys, appraisers and others, including its and the Company's affiliates’s properties;
(eg) consult with review and analyze the Company's officers ’s operating and directors and capital budgets;
(h) assist the Company's Board of Directors Company in the formulation and implementation of the Company's investment and other policies, and furnish the officers and directors with advice and recommendations concerning the making of investments consistent with the investment policies and objectives of obtaining insurance;
(i) generate an annual budget for the Company;
(fj) structure review and negotiate analyze financial information for each of the terms Company’s assets and the overall portfolio;
(k) formulate and oversee the implementation of investments in strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of the Company’s real properties estate investments;
(l) perform investor-relations services;
(m) maintain the Company’s accounting and other real estate investments records and obtain the Board of Directors' approval of investments as provided assist in the Registration Statement, but always consistent filing all reports required to be filed with the investment policies SEC, the Internal Revenue Service and objectives other regulatory agencies;
(n) engage and supervise the performance of the Company’s agents, including registrar and transfer agents;
(o) perform administrative and operational duties reasonably requested by the Company;
(gp) obtain from third parties or its affiliates, property management perform any other services for reasonably requested by the Company's investments in real property;; and
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales of the Company's securities, or in obtaining investments for the Company, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(kq) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 3 contracts
Samples: Advisory Agreement (Rw Holdings NNN Reit, Inc.), Advisory Agreement (Rw Holdings NNN Reit, Inc.), Advisory Agreement (Rw Holdings NNN Reit, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shallAdvisor, pursuant to delegated authoritydirectly or indirectly through the Service Provider or another third party, will:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage in and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to for the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its Affiliates of the Advisor, any Service Provider or Affiliates thereof and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments Investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 5, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
(viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) with respect to Investments, select a Service Provider to seek and procure financing for the Company’s properties, select and negotiate investments, including property purchases and leasebacks, and provide asset management services to oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii) source Real Estate Related Loans;
(f) upon request, provide the Board with periodic reports regarding prospective investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing negotiate on behalf of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliatesthe Operating Partnership with banks or other lenders for Loans to be made to the Company, disbursing the Operating Partnership or any of their subsidiaries, and collecting the funds negotiate with investment banking firms and broker-dealers on behalf of the Company, paying the debts and fulfilling the obligations Operating Partnership or any of the Company and handlingtheir subsidiaries, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a way manner so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms are defined underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the Securities Act foregoing shall be the responsibility of 1933the Company, the Operating Partnership or any of their subsidiaries, as amendedapplicable;
(i) obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating Partnership, including relevant market research and economic and statistical data in connection with the Company’s Real Estate Assets, investment objectives and policies;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors the Advisor’s performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its performance Affiliates;
(k) provide, or arrange for, the Company and the Operating Partnership with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the foregoing servicesinvestments in any Real Estate Assets as may be required to be obtained by the Board;
(m) notify the Board of all proposed material transactions before they are completed;
(n) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(o) perform investor-relations and Stockholder communications functions for the Company;
(p) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(q) after the NAV Pricing Start Date, calculate the NAV as provided in the Registration Statement, and in connection therewith, obtain appraisals performed by the Independent Valuation Advisor; and
(mr) within 30 days after supervise one or more Independent Valuation Advisor and, if and when necessary, recommend to the end Board replacement valuation advisors;
(s) perform all services related to the organization of each fiscal quarter the Company or any Offering or private sale of the Company’s securities, submit other than services that (i) are to be performed by the Company's Dealer Manager, (ii) the Company elects to perform directly or (iii) would require the Advisor to register as a broker-dealer with the Securities and Exchange Commission or any state;
(t) perform due diligence on prospective investments and create due diligence reports summarizing the results of such work;
(u) render such services as may be reasonably determined by the Board of Directors a statement of consistent with the Company's sources of income during such fiscal quarter terms and make recommendations concerning changes, if any, conditions herein; and
(v) do all things reasonably necessary to assure its ability to render the services described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 3 contracts
Samples: Advisory Agreement (American Realty Capital - Retail Centers of America II, Inc.), Advisory Agreement (American Realty Capital - Retail Centers of America II, Inc.), Advisory Agreement (American Realty Capital - Retail Centers of America II, Inc.)
DUTIES OF THE ADVISOR. The As of the Effective Date, the Advisor undertakes to will use its best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, Bylaws and the Operating Partnership Agreement, the Advisor Advisor, directly or indirectly, shall, pursuant to delegated authority:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect, but not limited toand, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersreal estate management companies, lendersreal estate operating companies, fiduciaries, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing, including its 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 Company's affiliatesOperating Partnership with any of the foregoing;
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
(viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate and (xiii) source and structure Real Estate Related Loans;
(f) upon request, provide the Board with periodic reports regarding prospective investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations negotiate on behalf of the Company and handlingthe Operating Partnership with banks or other lenders for Loans to be made to the Company and the Operating Partnership, prosecuting and settling any claims negotiate on behalf of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations Operating Partnership with investment banking firms, securities brokers firms and broker-dealers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the CompanyCompany and the Operating Partnership, but in no event in such a way manner so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms underwriter; provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership;
(i) obtain reports (which may, but are defined in not required to, be prepared by the Securities Act Advisor or its Affiliates), where appropriate, concerning the value of 1933, as amendedInvestments or contemplated investments of the Company and the Operating Partnership;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the foregoing Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;
(m) notify the Board of all proposed material transactions before they are completed;
(n) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(o) perform investor-relations and Stockholder communications functions for the Company;
(p) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein;
(q) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies; and
(mr) within 30 days after do all things necessary to assure its ability to render the end of each fiscal quarter services described in this Agreement. Notwithstanding the foregoing, the Advisor may delegate any of the Company, submit foregoing duties to any Person so long as the Company's Board of Directors a statement Advisor or its Affiliate remains responsible for the performance of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, duties set forth in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Section 3.
Appears in 3 contracts
Samples: Advisory Agreement (Independence Realty Trust, Inc), Advisory Agreement (Empire American Realty Trust Inc), Advisory Agreement (Empire American Realty Trust Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted by the Directors, and as amended from time to time by with the Board approval of Directorsthe Stockholders. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, Directors and consistent with the Registration Statementprovisions of the Articles of Incorporation and Bylaws of the Company and the Operating Partnership Agreement, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate:
(a) obtain or provide such services as may be required to administer assist in the daily operations development of the Initial Public Offering and any subsequent Offering approved by the Board, including the determination of the specific terms of the securities to be offered by the Company, preparation of all offering and related documents, and obtaining all required regulatory approvals of such documents;
(b) identify serve as the Company’s and the Operating Partnership’s investment opportunities for the Company which are consistent with its investment objectives and policiesfinancial advisor;
(c) serve as provide the Company's investment daily management for the Company and financial advisor the Operating Partnership and provide reports with respect to perform and supervise the Company's portfolio various administrative functions reasonably necessary for the management of investments, including, but not limited to, the making of investments in real properties Company and other real estate investments, as described in the Registration StatementOperating Partnership;
(d) investigate, select, and, on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with such persons 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, consultants, investors, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companies, mortgagors, brokers, accountants, attorneys, appraisers and others, including its entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing;
(e) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Directors with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(f) subject to the provisions of Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (viii) oversee the performance of the Property Manager or third-party property managers who perform services for the Company or the Operating Partnership; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board when appropriate;
(g) obtain from third parties or its affiliatesupon request, property management services for provide the Company's investments in real propertyDirectors with periodic reports regarding prospective investments;
(h) obtain for or provide to make investments in, and dispositions of, Investments within the Company such services discretionary limits and authority as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments granted by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company and such other services as the Company may requireBoard;
(i) advise negotiate on behalf of the Company concerning its negotiations and the Operating Partnership with banks or lenders for Loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms, securities brokers firms and broker-dealers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the CompanyCompany and the Operating Partnership, but in no event in such a way so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms are defined underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the Securities Act foregoing shall be the responsibility of 1933, as amendedthe Company or the Operating Partnership;
(j) obtain reports (which may, but are not required to, be prepared by the Advisor or perform current appraisals for each potential investment in real property its Affiliates), where appropriate, concerning the value of Investments or other real estate investmentcontemplated investments of the Company and the Operating Partnership;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of services to the foregoing Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(l) provide the Company and the Operating Partnership with all necessary cash management services;
(m) do all things necessary to assure its ability to render the services described in this Agreement;
(n) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;
(o) notify the Board of all proposed material transactions before they are completed; and
(mp) within 30 days after effect any private placement of OP Limited Partnership Interests, tenancy-in-common or other interests in Investments as may be approved by the end of each fiscal quarter Board. Notwithstanding the foregoing, the Advisor may delegate any of the Company, submit foregoing duties to any Person so long as the Company's Board of Directors a statement Advisor or any Affiliate remains responsible for the performance of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, duties set forth in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Section 3.
Appears in 3 contracts
Samples: Merger Agreement (Moody National REIT I, Inc.), Agreement and Plan of Merger (Moody National REIT II, Inc.), Advisory Agreement (Moody National REIT II, Inc.)
DUTIES OF THE ADVISOR. The Subject to Sections 4 and 7 of this Agreement, the Advisor undertakes to use its best efforts to present to the Company potential investment opportunities primarily in real property and other real estate investments as well as provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, Directors and consistent with the Registration Statementprovisions of the Offering Circular, the Articles of Incorporation and the Bylaws of the Company, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate:
(a) obtain or provide such services as may be required find, present and recommend to administer the daily operations of the CompanyCompany real estate investment opportunities consistent with its investment policies and objectives;
(b) identify investment opportunities for structure the terms and conditions of the Company’s investments, sales and co-ownerships;
(c) acquire real estate investments on behalf of the Company which are consistent in compliance with its investment objectives and policies;
(cd) serve as arrange for financing and refinancing of the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investments, including, but not limited to, the making of investments in real properties and other ’s real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, select, engage and conduct relations with such persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, consultants, investors, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companies, mortgagors, brokers, accountants, attorneys, appraisers and others, including its and the Company's affiliates;
(e) consult with enter into leases and service contracts for the Properties;
(f) review and analyze the Company's officers ’s operating and directors and capital budgets;
(g) assist the Company's Board of Directors Company in the formulation and implementation of the Company's investment and other policies, and furnish the officers and directors with advice and recommendations concerning the making of investments consistent with the investment policies and objectives of obtaining insurance;
(h) generate an annual budget for the Company;
(fi) structure review and negotiate analyze financial information for each of the terms Company’s assets and the overall portfolio;
(j) formulate and oversee the implementation of investments in strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of the Company’s real properties estate investments;
(k) perform investor-relations services;
(l) maintain the Company’s accounting and other real estate investments records and obtain the Board of Directors' approval of investments as provided assist in the Registration Statement, but always consistent filing all reports required to be filed with the investment policies SEC, the Internal Revenue Service and objectives other regulatory agencies;
(m) engage and supervise the performance of the Company’s agents, including registrar and transfer agents;
(n) perform administrative and operational duties reasonably requested by the Company;
(go) obtain from third parties or its affiliates, property management perform any other services for reasonably requested by the Company's investments in real property;; and
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales of the Company's securities, or in obtaining investments for the Company, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(kp) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 3 contracts
Samples: Advisory Agreement (Escalate Wealth REIT I), Advisory Agreement (Escalate Wealth REIT I), Advisory Agreement (Escalate Wealth REIT I)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted by the Directors, and as amended from time to time by with the Board approval of Directorsthe Stockholders. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, Directors and consistent with the Registration Statementprovisions of the Articles of Incorporation and Bylaws of the Company and the Operating Partnership Agreement, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate:
(a) obtain or provide such services as may be required to administer assist in the daily operations development of the Initial Public Offering and any subsequent Offering approved by the Board, including the determination of the specific terms of the securities to be offered by the Company;, preparation of all offering and related documents, and obtaining all required regulatory approvals of such documents
(b) identify serve as the Company’s and the Operating Partnership’s investment opportunities for the Company which are consistent with its investment objectives and policiesfinancial advisor;
(c) serve as provide the Company's investment daily management for the Company and financial advisor the Operating Partnership and provide reports with respect to perform and supervise the Company's portfolio various administrative functions reasonably necessary for the management of investments, including, but not limited to, the making of investments in real properties Company and other real estate investments, as described in the Registration StatementOperating Partnership;
(d) investigate, select, and, on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with such persons 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, consultants, investors, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companies, mortgagors, brokers, accountants, attorneys, appraisers and others, including its entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing;
(e) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Directors with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(f) subject to the provisions of Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (viii) oversee the performance of the Property Manager or third-party property managers who perform services for the Company or the Operating Partnership; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board when appropriate;
(g) obtain from third parties or its affiliatesupon request, property management services for provide the Company's investments in real propertyDirectors with periodic reports regarding prospective investments;
(h) obtain for or provide to make investments in, and dispositions of, Investments within the Company such services discretionary limits and authority as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments granted by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company and such other services as the Company may requireBoard;
(i) advise negotiate on behalf of the Company concerning its negotiations and the Operating Partnership with banks or lenders for Loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms, securities brokers firms and broker-dealers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the CompanyCompany and the Operating Partnership, but in no event in such a way so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms are defined underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the Securities Act foregoing shall be the responsibility of 1933, as amendedthe Company or the Operating Partnership;
(j) obtain reports (which may, but are not required to, be prepared by the Advisor or perform current appraisals for each potential investment in real property its Affiliates), where appropriate, concerning the value of Investments or other real estate investmentcontemplated investments of the Company and the Operating Partnership;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of services to the foregoing Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(l) provide the Company and the Operating Partnership with all necessary cash management services;
(m) do all things necessary to assure its ability to render the services described in this Agreement;
(n) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;
(o) notify the Board of all proposed material transactions before they are completed; and
(mp) within 30 days after effect any private placement of OP Limited Partnership Interests, tenancy-in-common or other interests in Investments as may be approved by the end of each fiscal quarter Board. Notwithstanding the foregoing, the Advisor may delegate any of the Company, submit foregoing duties to any Person so long as the Company's Board of Directors a statement Advisor or any Affiliate remains responsible for the performance of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, duties set forth in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Section 3.
Appears in 3 contracts
Samples: Advisory Agreement (Moody National REIT II, Inc.), Advisory Agreement (Moody National REIT II, Inc.), Advisory Agreement (Moody National REIT II, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, Bylaws and the Operating Partnership Agreement, the Advisor shallwill either directly or by engaging an Affiliate, pursuant to delegated authoritythe Sub-advisor or a third-party, perform the following duties:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its Affiliates of the Advisor, Sub-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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations make Investments on behalf of the Company and handling, prosecuting and settling any claims of the Company and such other services as Operating Partnership in compliance with the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales of the Company's securities, or in obtaining investments for the Company, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).objectives
Appears in 3 contracts
Samples: Advisory Agreement (Phillips Edison Grocery Center Reit Ii, Inc.), Advisory Agreement (Phillips Edison Grocery Center Reit Ii, Inc.), Advisory Agreement (Phillips Edison Grocery Center Reit Ii, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, Directors and consistent with the Registration StatementArticles of Incorporation and Bylaws of the Company, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate:
(a) obtain or provide such services as may be required to administer the daily operations of the Company;
(b) identify investment opportunities for the Company which are consistent with its investment objectives and policies;
(c) 3.1 serve as the Company's investment and financial advisor and provide reports research and economic and statistical data in connection with respect to the Company's portfolio of investments, including, but not limited to, the making of investments in real properties assets and other real estate investments, as described in the Registration Statementinvestment policies;
(d) 3.2 provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company;
3.3 investigate, select, and, on behalf of the Company, investigate, select, engage and conduct relations business with such persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, including but not limited to, to consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companiesproperty owners, mortgagors, brokers, accountants, attorneys, appraisers and othersany and all agents for any of the foregoing, including its Affiliates of the Advisor, and persons acting in any other capacity deemed by the Company's affiliatesAdvisor 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 with any of the foregoing;
(e) 3.4 consult with the Company's officers and directors Board of Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other financial policies, and and, as necessary, furnish the officers and directors Board of Directors with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies of the Company and objectives of in connection with any borrowings proposed to be undertaken by the Company;
3.5 subject to the provisions of Section 3.7 and Section 4, (fi) locate, analyze and select potential investments in Projects; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Projects will be made; (iii) cause the Company to acquire Projects in compliance with the investment objectives and policies of the Company; (iv) cause the Company to acquire Projects in exchange for Shares; (v) negotiate agreements on behalf of the Company among the holders of undivided interests in Projects; and (vi) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in real properties and other real estate investments and obtain in, Projects;
3.6 provide the Board of Directors' Directors with periodic reports regarding prospective investments in Projects;
3.7 obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any and all investments as in Projects, provided that if the Advisor has obtained the prior approval of the Board of Directors (including a majority of the Independent Directors) for any investment in a Project which contemplates the Registration Statementsale of all or an undivided interest in such Project to the Company, but always consistent no additional approval shall be required;
3.8 negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, or obtain loans for the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares or other securities; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the investment policies and objectives foregoing shall be the responsibility of the Company;
3.9 obtain reports (g) obtain from third parties which may be prepared by the Advisor or its affiliatesAffiliates), property management services for where appropriate, concerning the Company's value of investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate contemplated investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company and such other services as the Company may requirein Projects;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales of the Company's securities, or in obtaining investments for the Company, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) 3.10 from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of services to the foregoing Company under this Agreement;
3.11 provide the Company with all necessary cash management services;
3.12 do all things necessary to assure its ability to render the services described in this Agreement;
3.13 deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Projects; and
(m) within 30 days after 3.14 notify the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)all proposed material transactions before they are completed.
Appears in 3 contracts
Samples: Advisory Agreement (New School Properties, Inc.), Advisory Agreement (New School Properties, Inc.), Advisory Agreement (New School Properties, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shallAdvisor, pursuant to delegated authoritydirectly or indirectly, will:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) provide research, economic and obtain statistical data, identify, review and recommend acquisitions and dispositions of Investments to the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations make Investments on behalf of the Company and handling, prosecuting the Operating Partnership in compliance with the investment objectives and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales policies of the Company's securities; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or in obtaining investments otherwise deal with, Investments; (vi) enter into leases and service contracts for the CompanyReal Estate Assets and, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
Appears in 3 contracts
Samples: Advisory Agreement (American Realty Capital Healthcare Trust Inc), Advisory Agreement (American Realty Capital Healthcare Trust Inc), Advisory Agreement (American Realty Capital Healthcare Trust Inc)
DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company potential and the Partnership investment opportunities primarily in real property and other real estate investments as well as provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Company’s most recent Prospectus for Shares, Articles of Incorporation and Bylaws, the Advisor shall, pursuant to delegated authorityeither directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) obtain or provide such services as may be required find, evaluate, present and recommend to administer the daily operations of Company investment opportunities consistent with the Company’s investment policies and objectives;
(b) identify serve as the Company’s and Partnership’s investment opportunities for and financial advisor and provide research and economic and statistical data in connection with the Company which are consistent with its Assets and the Company’s investment objectives and policies;
(c) serve as provide the Company's investment daily management of the Company and financial advisor Partnership and provide reports with respect to perform and supervise the Company's portfolio various administrative functions reasonably necessary for the management and operations of investments, including, but not limited to, the making of investments in real properties Company and other real estate investments, as described in the Registration StatementPartnership;
(d) maintain and preserve the books and records of the Company and the Partnership, including stock books and records reflecting a record of the Stockholders and their ownership of the Shares;
(e) investigate, select, and, on behalf of the Company, investigate, selectCompany and the Partnership, engage and conduct relations business with such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, including but not limited to, to consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companiesproperty owners, mortgagors, brokersproperty management companies, accountants, attorneys, appraisers transfer agents and othersany and all agents for any of the foregoing, including its 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 and on behalf of the Company and the Company's affiliatesPartnership with any of the foregoing;
(ef) consult with the Company's officers and directors the Board and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company and the Partnership;
(fg) review and analyze the operating and capital budgets prepared and submitted by a third party for each property;
(h) subject to the provisions of Sections 2.02(i) and 2.03 hereof, (i) locate, analyze and select potential investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in real properties and other real estate Assets will be made; (iii) make investments and obtain in Assets on behalf of the Board of Directors' approval of investments as provided Company or the Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company;
; (giv) obtain arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from third parties the sale of, or its affiliatesotherwise deal with the investments in, property management services Assets; and (v) enter into leases of Property and service contracts for Assets and, to the extent necessary, perform all other operational functions for the Company's investments in real property;
(h) obtain for or provide to maintenance and administration of such Assets, including the Company such services as may be required in acquiring, managing and disposing servicing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company and such other services as the Company may requireMortgages;
(i) advise provide the Board with periodic reports regarding prospective investments in Assets;
(j) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction;
(k) obtain the prior approval of the Board (including a majority of all Independent Directors) for any and all investments in Assets with a Contract Purchase Price equal to or greater than $15,000,000;
(l) obtain the prior approval of a majority of the Independent Directors and a majority of the Board not otherwise interested in any transaction with the Advisor or its Affiliates;
(m) negotiate on behalf of the Company concerning its negotiations and the Partnership with banks or lenders for loans to be made to the Company, negotiate on behalf of the Company and the Partnership with investment banking firmsfirms and broker-dealers, securities brokers or dealers and other institutions or investors for public or negotiate private sales of Shares and other securities of the Company's securities, Company or in obtaining investments obtain loans for the CompanyCompany and the Partnership, as and when appropriate, but in no event in such a way so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms are defined an underwriter; and provided further, that any fees and costs payable to third parties incurred by the Advisor in connection with the Securities Act foregoing shall be the responsibility of 1933, as amendedthe Company;
(jn) obtain reports (which may be prepared by or perform current appraisals for each potential investment the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in real property or other real estate investmentAssets;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(lo) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors its performance of its services to the Company and the Partnership under this Agreement;
(p) provide the Company and the Partnership with, or assist the Company and the Partnership in arranging for, all necessary cash management services;
(q) deliver to or maintain on behalf of the Company and the Partnership copies of all appraisals obtained in connection with the investments in Assets;
(r) upon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company and the Partnership in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and the Partnership and handling, prosecuting and settling any claims of the Company and the Partnership, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(s) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company in connection with investor relations;
(t) provide office space, equipment and personnel as required for the performance of the foregoing servicesservices as Advisor;
(u) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(mv) within 30 days after do all things necessary to assure its ability to render the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, services described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 3 contracts
Samples: Advisory Agreement (Carter Validus Mission Critical REIT II, Inc.), Advisory Agreement (Carter Validus Mission Critical REIT II, Inc.), Advisory Agreement (Carter Validus Mission Critical REIT II, Inc.)
DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company potential investment opportunities primarily in real property and other real estate investments as well as provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Company’s most recent Prospectus for Shares, Articles of Incorporation and Bylaws, the Advisor shall, pursuant to delegated authorityeither directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) obtain or Find, evaluate, present and recommend to the Company investment opportunities consistent with the Company’s investment policies and objectives;
(b) serve as the Company’s and Partnership’s investment and financial advisor and provide such services as may be required to administer research and economic and statistical data in connection with the Assets and the Company’s investment policies;
(c) provide the daily management of the Company and Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company;
(bd) identify investment opportunities for maintain and preserve the books and records of the Company which are consistent with its investment objectives and policiesthe Partnership, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares;
(ce) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect, but not limited toand, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, select, engage and conduct relations business with such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, including but not limited to, to consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companiesproperty owners, mortgagors, brokersproperty management companies, accountants, attorneys, appraisers transfer agents and othersany and all agents for any of the foregoing, including its Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Company's affiliatesAdvisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name and on behalf of the Company with any of the foregoing;
(ef) consult with the Company's officers and directors the Board and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the Company;
(f) structure Company and negotiate the terms of investments in real properties and other real estate investments and obtain the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent connection with the investment policies and objectives of any borrowings proposed to be undertaken by the Company;
(g) obtain from review and analyze the operating and capital budgets prepared and submitted by a third parties or its affiliates, property management services party for the Company's investments in real each property;
(h) obtain for or provide subject to the Company such services as may provisions of Sections 2.02(i) and 2.03 hereof, (i) locate, analyze and select potential investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Assets will be required made; (iii) make investments in acquiring, managing and disposing Assets on behalf of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company or the Partnership in compliance with the investment objectives and its affiliates, disbursing and collecting the funds policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, paying and dispose of, reinvest the debts proceeds from the sale of, or otherwise deal with the investments in, Assets; and fulfilling (v) enter into leases of Property and service contracts for Assets and, to the obligations extent necessary, perform all other operational functions for the maintenance and administration of such Assets, including the Company and handling, prosecuting and settling any claims servicing of the Company and such other services as the Company may requireMortgages;
(i) advise provide the Board with periodic reports regarding prospective investments in Assets;
(j) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction;
(k) obtain the prior approval of the Board (including a majority of all Independent Directors) for any and all investments in Assets with a Contract Purchase Price equal to or greater than $15,000,000;
(l) obtain the prior approval of a majority of the Independent Directors and a majority of the Board not otherwise interested in any transaction with the Advisor or its Affiliates;
(m) negotiate on behalf of the Company concerning its negotiations and the Partnership with banks or lenders for loans to be made to the Company, negotiate on behalf of the Company and the Partnership with investment banking firmsfirms and broker-dealers, securities brokers or dealers and other institutions or investors for public or negotiate private sales of Shares and other securities of the Company's securities, Company or in obtaining investments obtain loans for the CompanyCompany and the Partnership, as and when appropriate, but in no event in such a way so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms are defined underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the Securities Act foregoing shall be the responsibility of 1933, as amendedthe Company;
(jn) obtain reports (which may be prepared by or perform current appraisals for each potential investment the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in real property or other real estate investmentAssets;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(lo) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors its performance of its services to the Company and the Partnership under this Agreement;
(p) provide the Company with, or assist the Company and the Partnership in arranging for, all necessary cash management services;
(q) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets;
(r) upon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company and the Partnership in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and the Partnership and handling, prosecuting and settling any claims of the Company and the Partnership, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(s) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company in connection with investor relations;
(t) provide office space, equipment and personnel as required for the performance of the foregoing servicesservices as Advisor;
(u) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(mv) within 30 days after do all things necessary to assure its ability to render the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, services described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 2 contracts
Samples: Advisory Agreement (Carter Validus Mission Critical REIT, Inc.), Advisory Agreement (Carter Validus Mission Critical REIT, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to find, evaluate, present and recommend to the Company potential and the Operating Partnership investment opportunities primarily in real property and other real estate investments as well as provide a continuing and suitable investment program consistent with the Company’s investment policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In its performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, the Advisor By-laws and the Operating Partnership Agreement, the Advisor, either directly or indirectly, shall, pursuant to delegated authorityamong other duties:
(a) obtain or provide such services as may be required to administer the daily operations of the Company;
(b) identify investment opportunities for the Company which are consistent with its investment objectives and policies;
(c) serve as the Company's ’s and the Operating Partnership’s investment and financial advisor and provide reports research and economic and statistical data in connection with respect to the Company's portfolio of investments, including, but not limited to, the making of investments in real properties ’s assets and other real estate investments, as described in the Registration Statementinvestment policies;
(db) provide daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) investigate, select and, on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersreal estate management companies, lendersreal estate operating companies, fiduciaries, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments Investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4, (i) use commercially reasonable efforts to present a continuing and suitable investment program to the Board that is consistent with the Company’s investment policies and objectives; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the Sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments, including, with respect to Real Estate-Related Loans, servicing; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio; (viii) select Joint Venture partners (to be evaluated based on the Real Estate Assets that such joint venture owns or is being formed to own under the same criteria as the Advisor would use to evaluate the Company’s other Investments), structure corresponding agreements and oversee and monitor these relationships; (ix) oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other recordkeeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii) source and structure Real Estate-Related Loans (if the Company retains the servicing rights, the Advisor or one of its Affiliates will service the Real Estate-Related Loan or select a third-party provider to do so);
(f) upon request, provide the Board with periodic reports regarding prospective Investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments based on a developed disciplined investment approach (including, without limitation, a well-defined exit strategy) within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiringperform an in-depth review of each Real Property acquired, managing and disposing of investmentswhich review shall encompass, including, but not limited toamong other factors, the negotiation following:
(i) geographic location and property type;
(ii) condition and use;
(iii) market growth demographics;
(iv) historical performance;
(v) current and projected cash flow;
(vi) potential for capital appreciation;
(vii) presence of purchase contracts existing and services related to potential competition;
(viii) prospects for liquidity through Sale, financing or refinancing;
(ix) tax considerations; and
(x) the acquisition probability of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of sale at an optimum price within the Company, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company and such other services as the Company may require’s targeted holding period;
(i) advise perform a diligence review on each Investment prior to closing, including, with respect to Real Properties, obtaining an environmental site assessment for each proposed acquisition (which at a minimum will include a Phase I assessment, but which may include a Phase II assessment if the Advisor determines that the results of a Phase I assessment would warrant it);
(j) negotiate on behalf of the Company concerning its negotiations and the Operating Partnership with banks or other lenders for Loans to be made to the Company, the Operating Partnership or any of their subsidiaries, and negotiate with investment banking firmsfirms and broker-dealers on behalf of the Company, securities brokers the Operating Partnership or dealers and other institutions any of their subsidiaries, or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a way manner that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms are defined underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the Securities Act foregoing shall be the responsibility of 1933the Company, as amended;
(j) obtain the Operating Partnership or perform current appraisals for each potential investment in real property or other real estate investmentany of their subsidiaries;
(k) do all things necessary obtain reports (which may, but are not required to assure be, prepared by the Advisor or its ability to render Affiliates), where appropriate, concerning the services value of Investments or contemplated herein, including providing the office space, furnishings and personnel necessary for the performance Investments of the foregoing services as AdvisorCompany and the Operating Partnership;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the foregoing Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;
(m) provide the Company and the Operating Partnership with all necessary cash management services;
(n) in connection with any acquisition of a Real Estate Asset, unless the Company gives the Advisor Notice to the contrary, obtain an appraisal by a competent, independent appraiser who is a member in good standing of the Appraisal Institute;
(o) deliver to, or maintain on behalf of, the Company copies of all appraisal reports;
(p) notify the Board of all proposed material transactions before they are completed;
(q) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(r) perform investor relations and Stockholder communications functions for the Company;
(s) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein;
(t) maintain the Company’s accounting and other records and assist the Company in preparing, reviewing and filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(u) do all things reasonably necessary to assure its ability to render the services described in this Agreement;
(v) review and monitor credit risk and other risks of loss associated with each Investment;
(w) at the end of each Business Day, calculate the NAV as provided in the Valuation Guidelines, and in connection therewith, obtain independent appraisals (which the Advisor shall not be obligated to independently verify) performed by the Independent Valuation Advisor. For the avoidance of doubt, such calculation will involve estimating certain accrued fees and expenses that are part of the NAV;
(x) supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board its replacement;
(y) make decisions regarding marketing methods with respect to the initial public Offering, the termination or extension of the initial public Offering, the initiation of a follow-on Offering, mergers and other Change of Control transactions and certain significant press releases;
(z) periodically review each Investment to determine the optimal time to sell the Investment and generate a strong return; and
(maa) within 30 days after the end of each fiscal quarter of administer the Company’s share repurchase program and, submit in connection therewith, consider various factors in determining the amount of liquid assets the Company should maintain, including but not limited to the Company's Board ’s receipt of Directors a statement proceeds from sales of additional Common Shares, the Company's sources ’s cash flow from operations, available borrowing capacity under a line of income during such fiscal quarter and make recommendations concerning changescredit, if any, in the Company's investments ’s receipt of proceeds from any asset sale, and the use of cash to permit fund repurchases; and
(bb) continuously monitor the Company Company’s capital needs and the amount of available liquid assets relative to satisfy the requirements Company’s current business, as well as the volume of Sections 856(c)(2)repurchase requests relative to the sales of new Common Shares. Notwithstanding the foregoing, 856(c)(3) and 856(c)(4) the Advisor may delegate any of the Code (such statement of income may be based upon information supplied by independent contractors foregoing duties to any Person so long as the Advisor or its Affiliate remains responsible for the performance of the Company to the extent applicable)duties set forth in this Section 3.
Appears in 2 contracts
Samples: Advisory Agreement (United Realty Trust Inc), Advisory Agreement (United Realty Trust Inc)
DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company potential investment opportunities primarily in real property and other real estate investments as well as provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Company’s most recent Prospectus for Shares, Articles of Incorporation and Bylaws, the Advisor shall, pursuant to delegated authorityeither directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) obtain or serve as the Company’s investment and financial advisor and provide such services as may be required to administer research and economic and statistical data in connection with the Assets and the Company’s investment policies;
(b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company;
(b) identify investment opportunities for the Company which are consistent with its investment objectives and policies;
(c) serve as the Company's investment provide oversight and financial advisor management of all third party and provide reports with respect to the Company's portfolio of investments, including, but not limited to, the making of investments in real properties affiliated property management and other real estate investments, as described in the Registration Statementleasing functions;
(d) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares;
(e) investigate, select, and, on behalf of the Company, investigate, select, engage and conduct relations business with such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, including but not limited to, to consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companiesproperty owners, mortgagors, brokersproperty management companies, accountants, attorneys, appraisers transfer agents and othersany and all agents for any of the foregoing, including its Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Company's affiliatesAdvisor 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 with any of the foregoing;
(ef) consult with with, and provide information to, the Company's officers and directors the Board and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the Company;
(f) structure Company and negotiate the terms of investments in real properties and other real estate investments and obtain the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent connection with the investment policies and objectives of any borrowings proposed to be undertaken by the Company;
(g) obtain subject to the provisions of Sections 2.02(j) and 2.03 hereof, (i) locate, analyze and select potential investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Assets will be made; (iii) make investments in Assets on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange, structure and negotiate financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from third parties the sale of, or its affiliatesotherwise deal with the investments in, property management services Assets; (v) enter into leases of Property and service contracts for Assets; and (vi) review and analyze each Property’s operating and capital budget; and, to the extent necessary, perform all other operational functions for the Company's investments in real propertymaintenance and administration of such Assets, including the servicing of Mortgages;
(h) provide the Board with periodic reports regarding prospective investments in Assets;
(i) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction;
(j) obtain the prior approval of a majority of the Independent Directors and a majority of the Board not otherwise interested in any transaction with the Advisor or its Affiliates;
(k) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, negotiate on behalf of the Company with investment banking firms and broker-dealers, and negotiate private sales of Shares and other securities of the Company or provide obtain loans for the Company, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company;
(l) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Assets;
(m) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company such under this Agreement;
(n) provide the Company with, or assist the Company in arranging for, all necessary cash management services;
(o) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets;
(p) upon request of the Company, act, or obtain the services of others to act, as may be required attorney-in-fact or agent of the Company in acquiringmaking, managing requiring and disposing of investmentsAssets, includingdisbursing, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Companyfunds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company Company, including foreclosing and such otherwise enforcing mortgage and other services as liens and security interests comprising any of the Company may requireAssets;
(iq) arrange for the disposal of Properties on the Company’s behalf in compliance with the Company’s investment objectives and policies as stated in the Company’s most recent Prospectus for Shares and advise the Board in connection with liquidity opportunities;
(r) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company in connection with investor relations;
(s) oversee recruitment and hiring of personnel who will have direct responsibility for the operations of each property we acquire, which may include, but is not limited to, on-site managers and building and maintenance personnel, and direct and establish policies for such personnel;
(t) provide office space, equipment and supplies as required for the performance of the foregoing services as Advisor;
(u) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies;
(v) at the end of each quarter, calculate the NAV as provided in the prospectus, and in connection therewith, obtain appraisals performed by the Independent Expert;
(w) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers Board on the timing and other institutions or investors for public or private sales method of the Company's securities, or in obtaining investments for the Company, but in no event in such a way that the Advisor could be deemed providing liquidity opportunities to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;Stockholders; and
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(kx) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 2 contracts
Samples: Advisory Agreement (Cole Credit Property Trust V, Inc.), Advisory Agreement (Cole Credit Property Trust V, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shallAdvisor, pursuant to delegated authoritydirectly or indirectly, will:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations make Investments on behalf of the Company and handling, prosecuting the Operating Partnership in compliance with the investment objectives and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales policies of the Company's securities; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or in obtaining investments otherwise deal with, Investments; (vi) enter into leases and service contracts for the CompanyReal Estate Assets and, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
Appears in 2 contracts
Samples: Merger Agreement, Advisory Agreement (American Realty Capital Daily Net Asset Value Trust, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best commercially reasonable efforts to manage the day-to-day operations of the Company’s business, present to the Company potential investment opportunities primarily in real property opportunities, and other real estate investments as well as provide the Company with a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation and Bylaws, the Advisor shall, pursuant to delegated authorityeither directly or indirectly by engaging an Affiliate or a third party:
(a) obtain serve as the Company’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s Investments and investment policies;
(b) provide the daily management for the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company, including the collection of revenues and the payment of the Company’s debts and obligations; maintenance of appropriate computer services to perform such administrative functions; maintaining the Company’s books and records; and organizing meetings of the Board;
(c) recommend to the Company the proper allocation of the Company’s Investments between (i) Real Property, (ii) Real Estate Related Assets, and (iii) cash and cash equivalents and other short-term investments;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial, investment, valuation and other policies;
(e) subject to the provisions of Section 4 hereof, (i) to the extent within the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and complete acquisitions and dispositions of Investments; (ii) to the extent outside the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and recommend acquisitions and dispositions of Investments to the Board and complete such transactions on behalf of the Company in accordance with the direction of the Board; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) arrange for financing and refinancing and make other changes in the asset or provide capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (v) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (vi) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (viii) oversee Affiliated and non-Affiliated property managers who perform services as may be for the Company; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to administer be performed under this Agreement; and (x) manage accounting and other record-keeping functions for the daily operations Company;
(f) arrange and secure on behalf of the Company with banks or lenders for Loans to be made to the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company;
(bg) identify investment opportunities for monitor the Company which are consistent operating performance of the Investments and provide periodic reports with its investment objectives respect thereto to the Board, including comparative information with respect to such operating performance and policiesbudgeted or projected operating results;
(ch) serve as from time to time, or at any time reasonably requested by the Company's investment and financial advisor and provide Directors, make reports to the Directors of its performance of services to the Company under this Agreement, including reports with respect to potential conflicts of interest involving the Company's portfolio Advisor or any of investments, including, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statementits Affiliates;
(di) calculate, at the end of each Business Day, the Class A NAV, Class E NAV and Class M NAV as provided in the Valuation Guidelines, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor concerning the value of the Real Properties;
(j) deliver to, or maintain for a period of time in accordance with the Investment Advisers Act of 1940, as amended and the rules and regulation promulgated thereunder, on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Property;
(k) provide the Company with all necessary cash management services;
(l) arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company and conduct all matters with any Joint Venture partners;
(m) communicate on the Company’s behalf with the respective holders of any of the Company’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders, and related thereto provide copy writing, creative management, project management and print production management;
(n) evaluate and recommend to the Board hedging strategies and modifications thereto in effect and cause the Company to engage in overall hedging strategies consistent with the Company’s status as a REIT and with the Company’s investment policies approved by the Board;
(o) advise the Company regarding the maintenance of the Company’s exemption from the Investment Company Act and monitor compliance with the requirements for maintaining an exemption from such Act;
(p) advise the Company regarding the maintenance of the Company’s status as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder;
(q) invest or reinvest any money of the Company (including investing in short-term investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Stockholders), and advise the Company as to the Company’s respective capital structure and capital raising;
(r) investigate, select, and, on behalf of the Company, investigate, select, engage and conduct relations business with such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, including but not limited to, to consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersreal estate management companies, lendersreal estate operating companies, fiduciaries, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers and othersany and all agents for any of the foregoing, including its and the Company's affiliates;
(e) consult with the Company's officers and directors and assist the Company's Board of Directors in the formulation and implementation Affiliates of the Company's investment and other policiesAdvisor, and furnish Persons acting in any other capacity deemed by the officers and directors with advice and recommendations concerning Advisor necessary or desirable for the making performance of investments consistent with the investment policies and objectives any of the Company;
(f) structure and negotiate the terms of investments in real properties and other real estate investments and obtain the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investmentsforegoing services, including, but not limited to, entering into contracts in the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations name of the Company and handling, prosecuting and settling with any claims of the Company and such other services as the Company may requireforegoing;
(is) advise cause the Company concerning its negotiations to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with investment banking firms, securities brokers or dealers respect to financial reporting obligations and other institutions or investors for public or private sales compliance with the REIT provisions of the Company's securitiesCode and to conduct compliance reviews thereto, or as required;
(t) cause the Company to qualify to do business in obtaining investments for all applicable jurisdictions and to obtain and maintain all appropriate licenses;
(u) assist the Company in maintaining the registration of the Shares under federal and state securities laws and complying with all federal, state and local regulatory requirements applicable to the Company in respect of the Offering and the Company’s business activities (including the Xxxxxxxx-Xxxxx Act of 2002, but in no event in such a way that the Advisor could be deemed as amended), including preparing or causing to be acting as a dealer or underwriter as those terms are defined in prepared all supplements to the Prospectus, post-effective amendments to the registration statement for any Offering and financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 19331934, as amended;
(jv) obtain or perform current appraisals take all necessary actions to enable the Company to make required tax filings and reports, including soliciting Stockholders for each potential investment in real property or other real estate investmentrequired information to the extent provided by the REIT provisions of the Code;
(kw) do handle and resolve all things necessary claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company may be involved or to assure its ability to render which the services contemplated hereinCompany may be subject, including providing the office space, furnishings and personnel necessary for the performance arising out of the foregoing services Company’s day-to-day operations, subject to such limitations or parameters as Advisormay be imposed from time to time by the Board;
(lx) use commercially reasonable efforts to cause expenses incurred by or on behalf of the Company to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time;
(y) supervise one or more Independent Valuation Advisors and, or at any time reasonably requested by the Company's Board of Directorsif and when necessary, make reports recommend to the Board its replacement;
(z) assist the Dealer Manager administratively with the selection process, implementation and training of Directors of its performance Participating Broker-Dealers and facilitate the ongoing due diligence review of the foregoing Company and the Offering conducted by Participating Broker-Dealers;
(aa) establish and manage ongoing operational and administrative processes for the Company, including engaging and negotiating contract terms with and supervising the performance by vendors of transfer agent services, call center and investor relations services, distribution payment processing, stockholder tax reporting, proxy voting, information technology requirements and reporting to Participating Broker-Dealers;
(bb) develop marketing materials for the Company and the Offering;
(cc) assist in permissible public relations activities relating to the Company, including but not limited to the (i) development and administration of press releases, (ii) media relations, (iii) media coverage and by-lined articles, and (iv) subject to principal approval of the Dealer Manager and regulatory approvals, if required, the development and maintenance of a Company website to provide access for investors to financial reporting, financial advisor access to sales materials, and general information relating to the Company, such as filings with the Securities and Exchange Commission and informational presentations;
(dd) assist in the administration of the Company’s distribution reinvestment plan, Share transfers, Share redemptions and all exception requests;
(ee) arrange for the provision of data and customary information resources to interested parties such as custodians, trust departments, third-party reporting services and registered investment advisor platforms;
(ff) provide and administer all back office administrative services that may be required for the day-to-day operations of the Company;
(gg) perform such other services as may be required from time to time for the management and other activities relating to the Company’s respective business and assets as the Board shall reasonably request or the Advisor shall deem appropriate under the particular circumstances; and
(mhh) within 30 days after the end of each fiscal quarter of the Company, submit use commercially reasonable efforts to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit cause the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)comply with all applicable laws.
Appears in 2 contracts
Samples: Advisory Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Advisory Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company potential and the Partnership investment opportunities primarily in real property and other real estate investments as well as provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Company’s most recent Prospectus, Articles of Incorporation and Bylaws, the Advisor shall, pursuant to delegated authorityeither directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) obtain or provide such services as may be required find, evaluate, present and recommend to administer the daily operations of Company investment opportunities consistent with the Company’s investment policies and objectives;
(b) identify serve as the Company’s and Partnership’s investment opportunities for and financial advisor and provide research and economic and statistical data in connection with the Company which are consistent with its Assets and the Company’s investment objectives and policies;
(c) serve as provide the Company's investment daily management of the Company and financial advisor Partnership and provide reports with respect to perform and supervise the Company's portfolio various administrative functions reasonably necessary for the management and operations of investments, including, but not limited to, the making of investments in real properties Company and other real estate investments, as described in the Registration StatementPartnership;
(d) maintain and preserve the books and records of the Company and the Partnership, including stock books and records reflecting a record of the Stockholders and their ownership of the Shares;
(e) investigate, select, and, on behalf of the Company, investigate, selectCompany and the Partnership, engage and conduct relations business with such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, including but not limited to, to consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companiesproperty owners, mortgagors, brokersproperty management companies, accountants, attorneys, appraisers transfer agents and othersany and all agents for any of the foregoing, including its 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 and on behalf of the Company and the Company's affiliatesPartnership with any of the foregoing;
(ef) consult with the Company's officers of the Company and directors the Board and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company and the Partnership;
(fg) review and analyze the operating and capital budgets prepared and submitted by a third party for each property;
(h) subject to the provisions of Section 2.02(i) and Section 2.03 hereof, (i) locate, analyze and select potential investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in real properties and other real estate Assets will be made; (iii) make investments and obtain in Assets on behalf of the Board of Directors' approval of investments as provided Company or the Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company;
; (giv) obtain arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from third parties the sale of, or its affiliatesotherwise deal with the investments in, property management services Assets; and (v) enter into leases of Property and service contracts for Assets and, to the extent necessary, perform all other operational functions for the Company's investments in real property;
(h) obtain for or provide to maintenance and administration of such Assets including the Company such services as may be required in acquiring, managing and disposing servicing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company and such other services as the Company may requireMortgages;
(i) advise provide the Board with periodic reports regarding prospective investments in Assets;
(j) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction;
(k) obtain the prior approval of the Board (including a majority of all Independent Directors) for any and all investments in Assets with a Contract Purchase Price greater than an amount reasonably agreed to between the Advisor and the Independent Directors;
(l) obtain the prior approval of a majority of the Independent Directors and a majority of the Board not otherwise interested in any transaction with the Advisor or its Affiliates;
(m) negotiate on behalf of the Company concerning its negotiations and the Partnership with banks or lenders for loans to be made to the Company, negotiate on behalf of the Company and the Partnership with investment banking firmsfirms and broker-dealers, securities brokers or dealers and other institutions or investors for public or negotiate private sales of Shares and other securities of the Company's securities, Company or in obtaining investments obtain loans for the CompanyCompany and the Partnership, as and when appropriate, but in no event in such a way so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms are defined an underwriter; and provided further, that any fees and costs payable to third parties incurred by the Advisor in connection with the Securities Act foregoing shall be the responsibility of 1933, as amendedthe Company;
(jn) obtain reports (which may be prepared by or perform current appraisals for each potential investment the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in real property or other real estate investmentAssets;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(lo) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors its performance of its services to the Company and the Partnership under this Agreement;
(p) provide the Company and the Partnership with, or assist the Company and the Partnership in arranging for, all necessary cash management services;
(q) deliver to or maintain on behalf of the Company and the Partnership copies of all appraisals obtained in connection with the investments in Assets;
(r) upon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company and the Partnership in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and the Partnership and handling, prosecuting and settling any claims of the Company and the Partnership, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(s) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company in connection with investor relations;
(t) provide office space, equipment and personnel as required for the performance of the foregoing servicesservices as Advisor;
(u) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(mv) within 30 days after do all things necessary to assure its ability to render the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, services described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 2 contracts
Samples: Advisory Agreement (Nexpoint Multifamily Realty Trust, Inc.), Advisory Agreement (Nexpoint Multifamily Realty Trust, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shallAdvisor, pursuant to delegated authoritydirectly or indirectly, will:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage in and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to for the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments Investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 5, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
(viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xi) recommend various liquidity events to the Board when appropriate; and (xii) source Real Estate Related Loans;
(f) upon request, provide the Board with periodic reports regarding prospective investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing negotiate on behalf of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliatesthe Operating Partnership with banks or other lenders for Loans to be made to the Company, disbursing the Operating Partnership or any of their subsidiaries, and collecting the funds negotiate with investment banking firms and broker‑dealers on behalf of the Company, paying the debts and fulfilling the obligations Operating Partnership or any of the Company and handlingtheir subsidiaries, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a way manner so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms are defined underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the Securities Act foregoing shall be the responsibility of 1933the Company, the Operating Partnership or any of their subsidiaries, as amendedapplicable;
(i) obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating Partnership;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors the Advisor’s performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its performance Affiliates;
(k) provide, or arrange for, the Company and the Operating Partnership with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the foregoing servicesinvestments in any Real Estate Assets as may be required to be obtained by the Board;
(m) notify the Board of all proposed material transactions before they are completed;
(n) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(o) perform investor-relations and Stockholder communications functions for the Company;
(p) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(q) after the NAV Pricing Start Date, calculate the NAV as provided in the Registration Statement, and in connection therewith, obtain appraisals performed by the Independent Valuation Advisor; and
(mr) within 30 days after supervise one or more Independent Valuation Advisor and, if and when necessary, recommend to the end Board replacement valuation advisors;
(s) perform all services related to the organization of each fiscal quarter the Company or any Offering or private sale of the Company’s securities, submit other than services that (i) are to be performed by the Company's Dealer Manager, (ii) the Company elects to perform directly or (iii) would require the Advisor to register as a broker-dealer with the Securities and Exchange Commission or any state;
(t) perform due diligence on prospective investments and create due diligence reports summarizing the results of such work;
(u) render such services as may be reasonably determined by the Board of Directors a statement of consistent with the Company's sources of income during such fiscal quarter terms and make recommendations concerning changes, if any, conditions herein; and
(v) do all things reasonably necessary to assure its ability to render the services described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 2 contracts
Samples: Advisory Agreement (American Realty Capital New York City REIT II, Inc.), Advisory Agreement (American Realty Capital Healthcare Trust III, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide the Company and the Operating Partnership with a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of performing this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Governing Instruments and the Operating Partnership Agreement, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate or a third party:
(a) obtain or provide such services as may be required to administer the daily operations of the Company;
(b) identify investment opportunities for the Company which are consistent with its investment objectives and policies;
(c) serve as the Company's ’s and the Operating Partnership’s investment and financial advisor and provide reports research and economic and statistical data in connection with respect to the Company's portfolio ’s and the Operating Partnership’s assets and investment policies;
(b) provide day-to-day management for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of investmentsthe Company and the Operating Partnership, including: the collection of revenues and the payment of the Company’s and the Operating Partnership’s debts and obligations, but not limited tomaintaining appropriate computer services to perform such administrative functions, maintaining the making Company’s and the Operating Partnership’s books and records and organizing meetings of investments in real properties the Board;
(c) determine the proper allocation of the Company’s and the Operating Partnership’s Investments between (i) Real Estate Assets, (ii) Other Real Estate Related Investments and (iii) cash and cash equivalents and other real estate short-term investments, as described in the Registration Statement;
(d) consult with the officers and Trustees of the Company and assist the Trustees in the formulation and implementation of the Company’s financial, valuation and other policies and, as necessary, furnish the Trustees with advice and recommendations with respect to the making of investments and dispositions consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(e) subject to the provisions of Section 4 hereof, (i) locate, analyze and select potential Investments; (ii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board; (iv) acquire and dispose of the Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the Sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) oversee Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform other services required to be performed under this Agreement; and (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership;
(f) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans to be made to the Company and the Operating Partnership and obtain Loans for the Company and the Operating Partnership;
(g) negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private and public sales of Shares, Partnership Interests or other securities of the Company or the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter;
(h) monitor the operating performance of the Investments and provide periodic reports with respect thereto to the Board, including comparative information with respect to such operating performance and budgeted or projected operating results;
(i) from time to time, or at any time reasonably requested by the Trustees, make reports to the Trustees of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;
(j) assist in calculating the net asset value and Average Invested Assets as provided in the Valuation Guidelines, and in connection therewith, (i) obtain and maintain on behalf of the Company appraisals and reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where required or appropriate, concerning the value of Investments, and (ii) engage such independent valuation experts, third-party appraisal managers and appraisers as the Advisor deems appropriate to perform valuations and other services, provided that any independent valuation expert shall be approved in advance of engagement by the Board;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company or the Operating Partnership and conduct all matters with any Joint Venture partners;
(m) communicate on the Company’s or the Operating Partnership’s behalf with the respective holders of any of the Company’s or the Operating Partnership’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders;
(n) evaluate and recommend to the Board modifications to the hedging strategies in effect and cause the Company to engage in overall hedging strategies consistent with the Company’s status as a REIT and with the Company’s investment policies approved by the Board;
(o) advise the Company regarding the maintenance of the Company’s exclusion from the status of an investment company required to be registered under the Investment Company Act and monitor compliance with the requirements for maintaining such exclusion under the Investment Company Act;
(p) advise the Company regarding achieving and maintaining the Company’s qualification for taxation as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder;
(q) invest or reinvest any money of the Company or the Operating Partnership (including investing in short-term Investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of Distributions), and advise the Company and the Operating Partnership as to the Company’s or the Operating Partnership’s respective capital structure and capital raising;
(r) investigate, select, and, on behalf of the Company and the Operating Partnership, engage and conduct relations business with such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, including but not limited to, to consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersreal estate management companies, lendersreal estate operating companies, fiduciaries, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers and othersany and all agents for any of the foregoing, including its and the Company's affiliates;
(e) consult with the Company's officers and directors and assist the Company's Board of Directors in the formulation and implementation Affiliates of the Company's investment and other policiesAdvisor, and furnish Persons acting in any other capacity deemed by the officers and directors with advice and recommendations concerning Advisor necessary or desirable for the making performance of investments consistent with the investment policies and objectives any of the Company;
(f) structure and negotiate the terms of investments in real properties and other real estate investments and obtain the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investmentsforegoing services, including, but not limited to, entering into contracts in the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations name of the Company and handling, prosecuting and settling the Operating Partnership with any claims of the foregoing;
(s) cause the Company and such other services the Operating Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the Company may requireREIT provisions of the Code and to conduct compliance reviews thereto, as required;
(it) advise cause the Company concerning its negotiations with investment banking firmsand the Operating Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;
(u) if the Company decides to register the Shares under the Securities Act, securities brokers or dealers assist the Company in obtaining and other institutions or investors for public or private sales maintaining the registration of the Company's securitiesShares under federal and state securities laws, or in obtaining investments for the Listing of the Shares and in complying with all federal, state and local regulatory requirements applicable to the Company in respect of the Shares being registered and the Company’s business activities (including the Xxxxxxxx-Xxxxx Act of 2002), but in no event in such a way that the Advisor could be deemed including preparing or causing to be acting as a dealer or underwriter as those terms are defined in prepared the registration statement, prospectus, supplements to the prospectus, pre-effective and post-effective amendments to the registration statement, financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 19331934, as amended;
(jv) obtain or perform current appraisals take all necessary actions to enable the Company and the Operating Partnership to make required tax filings and reports, including soliciting stockholders for each potential investment in real property or other real estate investmentrequired information to the extent provided by the REIT provisions of the Code;
(kw) handle and resolve all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company and the Operating Partnership may be involved or to which the Company and the Operating Partnership may be subject, arising out of the Company’s or the Operating Partnership’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board;
(x) use commercially reasonable efforts to cause expenses incurred by or on behalf of the Company and the Operating Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time;
(y) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisordescribed in this Agreement;
(lz) perform such other services as may be required from time to time, or at any time reasonably requested by for the management and other activities relating to the Company's Board of Directors, make reports to ’s and the Operating Partnership’s respective business and assets as the Board of Directors of its performance of shall reasonably request or the foregoing servicesAdvisor shall deem appropriate under the particular circumstances; and
(maa) within 30 days after the end of each fiscal quarter of the Company, submit use commercially reasonable efforts to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit cause the Company and the Operating Partnership to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).comply with all applicable laws.
Appears in 2 contracts
Samples: Advisory Agreement (Sterling Real Estate Trust), Advisory Agreement (Sterling Real Estate Trust)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to manage the Company potential Company's portfolio and identify investment opportunities primarily in real property and other real estate investments as well as provide a continuing and suitable investment program consistent with the Company's investment policies and objectives objectives, as the Board of the Company as determined and adopted Directors may adopt from time to time by the Board of Directorstime. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statement, the Advisor shall, pursuant to delegated authority:
(a) obtain or provide such services as may be required to administer the Company's daily operations of the Companyoperations;
(b) identify investment opportunities for the Company which are consistent with its the Company's investment objectives and policies;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investments, including, but not limited to, the making of investments in real properties and other real estate investments, as described in investments consistent with the Registration StatementCompany's investment policies;
(d) on behalf of the Company's behalf, investigate, select, engage retain and conduct relations relationships with such persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, consultants, investors, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companies, mortgagors, brokers, accountants, attorneys, appraisers and others, including its and the Company's or the Advisor's affiliates;
(e) consult with the Company's officers and directors and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other policies, and furnish the officers and directors with provide advice and recommendations concerning the making of investments consistent with the Company's investment policies and objectives of the Companypolicies;
(f) structure and negotiate the terms of investments in real properties and other real estate investments and obtain the Board of Directors' approval of investments, consistent with the Company's investment policies and objectives as they may be adopted from time to time by the Board of Directors; provided, that the Advisor is expressly authorized to make investments as provided in multi-family residential properties on the Registration Statement, but always Company's behalf that are consistent with the investment and other policies and objectives adopted by the Board of Directors from time to time without obtaining the approval of the CompanyBoard of Directors;
(g) obtain from the Advisor's affiliates or from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments properties by the Company and its affiliatesCompany, disbursing and collecting the funds of the Company's funds, paying the Company's debts and fulfilling the obligations of the Company Company's obligations, and handling, prosecuting and settling any claims of the Company Company's claims, and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales of the Company's securities, or in obtaining investments for the Company, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its the Advisor's ability to render fulfill its obligations to the services contemplated hereinCompany, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisorservices;
(lj) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its the Advisor's performance of the foregoing services; and
(mk) within 30 days after the end of each fiscal quarter of the Company's fiscal quarters, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company Company, to the extent applicable).
Appears in 2 contracts
Samples: Advisory Services Agreement (Berkshire Income Realty Inc), Advisory Services Agreement (Berkshire Income Realty Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate or third party, including any Service Provider, perform the following duties:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersreal estate management companies, lendersreal estate operating companies, fiduciaries, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
(viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) with respect to foreign investments, select a Service Provider to seek and procure financing for the Company’s properties, select and negotiate investments, including property purchases and leasebacks, and provide asset management services to oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii) source and structure Real Estate Related Loans;
(f) upon request, provide the Board with periodic reports regarding prospective investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing negotiate on behalf of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliatesthe Operating Partnership with banks or other lenders for Loans to be made to the Company, disbursing the Operating Partnership or any of their subsidiaries, and collecting the funds negotiate with investment banking firms and broker-dealers on behalf of the Company, paying the debts and fulfilling the obligations Operating Partnership or any of the Company and handlingtheir subsidiaries, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a way manner so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms underwriter; provided , however , that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company, the Operating Partnership or any of their subsidiaries;
(i) obtain reports (which may, but are defined in not required to, be prepared by the Securities Act Advisor or its Affiliates), where appropriate, concerning the value of 1933, as amendedInvestments or contemplated investments of the Company and the Operating Partnership;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the foregoing Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;
(m) notify the Board of all proposed material transactions before they are completed;
(n) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(o) perform investor-relations and Stockholder communications functions for the Company;
(p) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein;
(q) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(r) do all things reasonably necessary to assure its ability to render the services described in this Agreement;
(s) at the end of each Business Day, calculate the NAV as provided in the Valuation Guidelines, and in connection therewith, obtain appraisals performed by the Independent Valuation Advisors; and
(mt) within 30 days after the end of each fiscal quarter of the Companysupervise one or more Independent Valuation Advisors and, submit if and when necessary, recommend to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)its replacement.
Appears in 1 contract
Samples: Advisory Agreement (American Realty Capital Global Daily Net Asset Value Trust, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best commercially reasonable efforts to present to the Company potential investment opportunities primarily in real property and other real estate investments as well as to provide the Company with a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation and Bylaws, the Advisor shall, pursuant to delegated authorityeither directly or indirectly by engaging an Affiliate or a third party:
(a) obtain serve as the Company’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s Investments and investment policies;
(b) provide the daily management for the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company, including the collection of revenues and the payment of the Company’s debts and obligations; maintenance of appropriate computer services to perform such administrative functions; maintaining the Company’s books and records; and organizing meetings of the Board;
(c) recommend to the Company the proper allocation of the Company’s Investments between (i) Real Property, (ii) Real Estate Related Assets, and (iii) cash and cash equivalents and other short-term investments;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial, investment, valuation and other policies;
(e) subject to the provisions of Section 4 hereof, (i) to the extent within the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and complete acquisitions and dispositions of Investments; (ii) to the extent outside the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and recommend acquisitions and dispositions of Investments to the Board and complete such transactions on behalf of the Company in accordance with the direction of the Board; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) arrange for financing and refinancing and make other changes in the asset or provide capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (v) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (vi) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (viii) oversee Affiliated and non-Affiliated property managers who perform services as may be for the Company; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to administer be performed under this Agreement; and (x) manage accounting and other record-keeping functions for the daily operations Company;
(f) arrange and secure on behalf of the Company with banks or lenders for Loans to be made to the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company;
(bg) identify investment opportunities for monitor the Company which are consistent operating performance of the Investments and provide periodic reports with its investment objectives respect thereto to the Board, including comparative information with respect to such operating performance and policiesbudgeted or projected operating results;
(ch) serve as from time to time, or at any time reasonably requested by the Company's investment and financial advisor and provide Directors, make reports to the Directors of its performance of services to the Company under this Agreement, including reports with respect to potential conflicts of interest involving the Company's portfolio Advisor or any of investments, including, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statementits Affiliates;
(di) calculate, at the end of each Business Day, the Class A NAV, Class E NAV and Class M NAV as provided in the Valuation Guidelines, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor concerning the value of the Real Properties;
(j) deliver to, or maintain for a period of time in accordance with the Investment Advisers Act of 1940, as amended and the rules and regulation promulgated thereunder, on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Property;
(k) provide the Company with all necessary cash management services;
(l) arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company and conduct all matters with any Joint Venture partners;
(m) communicate on the Company’s behalf with the respective holders of any of the Company’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders;
(n) evaluate and recommend to the Board hedging strategies and modifications thereto in effect and cause the Company to engage in overall hedging strategies consistent with the Company’s status as a REIT and with the Company’s investment policies approved by the Board;
(o) advise the Company regarding the maintenance of the Company’s exemption from the Investment Company Act and monitor compliance with the requirements for maintaining an exemption from such Act;
(p) advise the Company regarding the maintenance of the Company’s status as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder;
(q) invest or reinvest any money of the Company (including investing in short-term investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Stockholders), and advise the Company as to the Company’s respective capital structure and capital raising;
(r) investigate, select, and, on behalf of the Company, investigate, select, engage and conduct relations business with such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, including but not limited to, to consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersreal estate management companies, lendersreal estate operating companies, fiduciaries, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers and othersany and all agents for any of the foregoing, including its and the Company's affiliates;
(e) consult with the Company's officers and directors and assist the Company's Board of Directors in the formulation and implementation Affiliates of the Company's investment and other policiesAdvisor, and furnish Persons acting in any other capacity deemed by the officers and directors with advice and recommendations concerning Advisor necessary or desirable for the making performance of investments consistent with the investment policies and objectives any of the Company;
(f) structure and negotiate the terms of investments in real properties and other real estate investments and obtain the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investmentsforegoing services, including, but not limited to, entering into contracts in the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations name of the Company and handling, prosecuting and settling with any claims of the Company and such other services as the Company may requireforegoing;
(is) advise cause the Company concerning its negotiations to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with investment banking firms, securities brokers or dealers respect to financial reporting obligations and other institutions or investors for public or private sales compliance with the REIT provisions of the Company's securitiesCode and to conduct compliance reviews thereto, or as required;
(t) cause the Company to qualify to do business in obtaining investments for all applicable jurisdictions and to obtain and maintain all appropriate licenses;
(u) assist the Company in maintaining the registration of the Shares under federal and state securities laws and complying with all federal, state and local regulatory requirements applicable to the Company in respect of the Offering and the Company’s business activities (including the Xxxxxxxx-Xxxxx Act of 2002, but in no event in such a way that the Advisor could be deemed as amended), including preparing or causing to be acting as a dealer or underwriter as those terms are defined in prepared all supplements to the Prospectus, post-effective amendments to the registration statement for any Offering and financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 19331934, as amended;
(jv) obtain or perform current appraisals take all necessary actions to enable the Company to make required tax filings and reports, including soliciting Stockholders for each potential investment in real property or other real estate investmentrequired information to the extent provided by the REIT provisions of the Code;
(kw) do handle and resolve all things necessary claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company may be involved or to assure its ability to render which the services contemplated hereinCompany may be subject, including providing the office space, furnishings and personnel necessary for the performance arising out of the foregoing services Company’s day-to-day operations, subject to such limitations or parameters as Advisormay be imposed from time to time by the Board;
(lx) use commercially reasonable efforts to cause expenses incurred by or on behalf of the Company to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time;
(y) supervise one or more Independent Valuation Advisors and, or at any time reasonably requested by the Company's Board of Directorsif and when necessary, make reports recommend to the Board of Directors of its performance of replacement;
(z) perform such other services as may be required from time to time for the foregoing servicesmanagement and other activities relating to the Company’s respective business and assets as the Board shall reasonably request or the Advisor shall deem appropriate under the particular circumstances; and
(maa) within 30 days after the end of each fiscal quarter of the Company, submit use commercially reasonable efforts to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit cause the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)comply with all applicable laws.
Appears in 1 contract
Samples: Advisory Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, Bylaws and the Operating Partnership Agreement, the Advisor shallwill either directly or by engaging an Affiliate, pursuant to delegated authoritythe Sub-advisor or a third-party, perform the following duties:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its Affiliates of the Advisor, Sub-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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations make Investments on behalf of the Company and handling, prosecuting the Operating Partnership in compliance with the investment objectives and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales policies of the Company's securities; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or in obtaining investments otherwise deal with, Investments; (vi) enter into leases and service contracts for the CompanyReal Estate Assets and, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
Appears in 1 contract
Samples: Advisory Agreement (Phillips Edison - ARC Grocery Center REIT II, Inc.)
DUTIES OF THE ADVISOR. The Advisor, in its capacity as manager of the assets and the day-to-day operations of the Company and the Operating Partnership, at all times will be subject to the supervision of the Company’s Board of Directors and will have only such functions and authority as the Company may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Advisor hereby. The Advisor undertakes will be responsible for the day-to-day operations of the Company and will perform (or cause to use its best efforts to present be performed) such services and activities relating to the Company potential investment opportunities primarily in real property assets and other real estate investments as well as provide a continuing and suitable investment program consistent with the investment policies and objectives operations of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertakingmay be appropriate, subject to the supervision and direction of the Board of Directorsincluding, and consistent with the Registration Statement, the Advisor shall, pursuant to delegated authoritywithout limitation:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect, but not limited toand, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersreal estate management companies, lendersreal estate operating companies, fiduciaries, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing, including its 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 Company's affiliatesOperating Partnership with any of the foregoing;
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) negotiate the terms of and arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) negotiate and enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio; (viii) select Joint Venture partners, structure and negotiate corresponding agreements and oversee and monitor these relationships; (ix) engage, oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) engage, oversee, supervise and evaluate Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; and (xii) recommend various liquidity events to the Board when appropriate;
(f) upon request, but no less than quarterly, provide the Board with periodic reports regarding prospective investments;
(g) obtain from third parties or its affiliatesnegotiate the terms of and make investments in, property management services for and dispositions of, Investments within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to within the Company such services discretionary limits and authority as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments granted by the Company and its affiliatesBoard, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations negotiate on behalf of the Company and handlingthe Operating Partnership with banks or other lenders for Loans to be made to the Company and the Operating Partnership, prosecuting and settling any claims negotiate on behalf of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations Operating Partnership with investment banking firms, securities brokers firms and broker-dealers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the CompanyCompany and the Operating Partnership, but in no event in such a way manner so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms underwriter; provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership;
(i) at least quarterly, and at any other time reasonably requested by the Board, obtain reports (which may, but are defined in not required to, be prepared by the Securities Act Advisor or its Affiliates), where appropriate, concerning the value of 1933, as amendedInvestments or contemplated investments of the Company and the Operating Partnership;
(j) obtain at least quarterly, and at any other time reasonably requested by the Board, make reports to the Board of its performance of services to the Company and the Operating Partnership under this Agreement (including reports with respect to potential conflicts of interest involving the Advisor or perform current appraisals for each potential investment in real property or any of its Affiliates), the composition and characteristics of the Company’s portfolio, and compliance with the Company’s Investment Guidelines and other real estate investmentpolicies approved from time to time by the Board;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;
(m) notify the Board of all proposed transactions outside of the Advisor’s delegated authority before they are completed and obtain Board approval of same;
(n) negotiate and effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(o) perform investor-relations and Stockholder communications functions for the Company;
(p) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein;
(q) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(r) do all things necessary to assure its ability to render the services contemplated hereindescribed in this Agreement;
(s) advise the Company and the Operating Partnership regarding the maintenance of the Company’s qualification as a REIT and monitor the Company’s compliance with the various REIT qualification requirements and other rules set forth in the Code and any applicable treasury regulations promulgated under the Code, as amended from time to time, and use its commercially reasonable efforts to cause the Company to maintain its qualification as a REIT for U.S. federal income tax purposes;
(t) advise the Company and the Operating Partnership regarding the maintenance of their exemptions from the status of an investment company required to register under the Investment Company Act of 1940, as amended, and monitor compliance with the requirements for maintaining such exemptions and using commercially reasonable efforts to cause them to maintain such exemptions from such status;
(u) assist the Company and the Operating Partnership in qualifying to do business in all applicable jurisdictions in which the Company, the Operating Partnership or their subsidiaries do business, and ensure that the Company, the Operating Partnership and their respective subsidiaries obtain and maintain all applicable licenses;
(v) assist the Company and the Operating Partnership in complying with all regulatory requirements applicable to them with respect to their business activities, including providing preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the office spaceExchange Act, furnishings the Securities Act or the NYSE;
(w) if requested by the Company, provide, or cause another qualified third party to provide, such internal audit, compliance and personnel necessary control services as may be required for the Company, the Operating Partnership and their subsidiaries to comply with applicable law (including the Securities Act and the Exchange Act), regulation (including SEC regulations) and the rules and requirements of the NYSE or such other securities exchange on which the Shares are listed, and as otherwise requested by the Board;
(x) handle and resolve on behalf of the Company and the Operating Partnership (including their respective subsidiaries) all claims, disputes or controversies, including all litigation, arbitration, settlement or other proceedings or negotiations, in which the Company, the Operating Partnership or their respective subsidiaries may be involved or to which they may become subject, subject to such limitations or parameters as may be imposed from time to time by the Board; and
(y) use commercially reasonable efforts to cause the Company, the Operating Partnership and their respective subsidiaries to comply with all applicable laws. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or its Affiliate remains responsible for the performance of the foregoing services as Advisor;
(l) from time to timeduties set forth in this Section 3; provided, or at any time reasonably requested however, that the delegation by the Company's Board Advisor of Directors, make reports to the Board of Directors of its performance any of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit duties to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, another Person shall not result in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)an increased Base Management Fee or additional expenses payable hereunder.
Appears in 1 contract
Samples: Advisory Agreement (NexPoint Residential Trust, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, Bylaws and the Operating Partnership Agreement, the Advisor shallwill either directly or by engaging an Affiliate, pursuant to delegated authoritythe Sub-advisor or a third-party, perform the following duties:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its Affiliates of the Advisor, Sub-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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the
(viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other real estate investments record-keeping functions for the Company and obtain the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board of Directors' approval of investments as provided in when appropriate; and (xiii) source and structure Real Estate Related Loans;
(f) upon request, provide the Registration Statement, but always consistent Board with the investment policies and objectives of the Companyperiodic reports regarding prospective investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing negotiate on behalf of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliatesthe Operating Partnership with banks or other lenders for Loans to be made to the Company, disbursing the Operating Partnership or any of their subsidiaries, and collecting the funds negotiate with investment banking firms and broker-dealers on behalf of the Company, paying the debts and fulfilling the obligations Operating Partnership or any of the Company and handlingtheir subsidiaries, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a way manner so that the Advisor could be deemed to or Sub-advisor shall be acting as a broker-dealer or underwriter as those terms underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor or Sub-advisor in connection with the foregoing shall be the responsibility of the Company, the Operating Partnership or any of their subsidiaries;
(i) obtain reports (which may, but are defined in not required to, be prepared by the Securities Act Advisor, the Sub-advisor or their Affiliates), where appropriate, concerning the value of 1933, as amendedInvestments or contemplated investments of the Company and the Operating Partnership;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the foregoing Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor, Sub-Advisor or any of their Affiliates;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;
(m) notify the Board of all proposed material transactions before they are completed;
(n) effect any private placement of OP Units, tenancy-in-common (“TIC”) or other interests in Investments as may be approved by the Board;
(o) perform investor-relations and Stockholder communications functions for the Company;
(p) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein;
(q) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(r) do all things reasonably necessary to assure its ability to render the services described in this Agreement;
(s) at the end of each quarter, calculate the NAV as provided in the Registration Statement, and in connection therewith, obtain appraisals performed by the Independent Valuation Advisor;
(t) supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board the replacement of such Independent Valuation Advisors.
(u) From time to time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company and the Operating Partnership under this Agreement;
(v) Make reports to the Independent Directors each quarter of the investments that have been made by other programs sponsored by the Advisor, the Sub-advisor or any of their respective Affiliates, as well as any investments that have been made by the Advisor, Sub-advisor or any of their Affiliates directly, in each case to the extent such investments constitute a conflict of interest or a potential conflict of interest with the investment policies and objectives of the Company;
(w) Manage and coordinate with the transfer agent the monthly distribution process and payments to Stockholders;
(x) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including compliance with the Sarbanes Oxley Act of 2002;
(y) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; and
(mz) within 30 days after the end of each fiscal quarter of the CompanyPerform all reporting, submit to the Company's Board of Directors record keeping, internal controls and similar matters in a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit manner that allows the Company to satisfy comply with applicable law, including federal and state securities laws and the requirements Sarbanes Oxley Act of Sections 856(c)(2)2002. Notwithstanding the foregoing or anything else that may be to the contrary in this Agreement, 856(c)(3) and 856(c)(4) the Advisor may delegate any of the Code (such statement of income may be based upon information supplied by independent contractors foregoing duties to any Person so long as the Advisor or its Affiliates remain responsible for the performance of the Company to the extent applicable)duties set forth in this Section 3.
Appears in 1 contract
Samples: Advisory Agreement (Phillips Edison - ARC Grocery Center REIT II, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shallAdvisor, pursuant to delegated authoritydirectly or indirectly, will:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage in and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to for the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its Affiliates of the Advisor, any Service Provider or Affiliates thereof and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments Investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 5, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
(viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) with respect to Investments, select a Service Provider to seek and procure financing for the Company’s properties, select and negotiate investments, including property purchases and leasebacks, and provide asset management services to oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii) source Real Estate Related Loans;
(f) upon request, provide the Board with periodic reports regarding prospective investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing negotiate on behalf of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliatesthe Operating Partnership with banks or other lenders for Loans to be made to the Company, disbursing the Operating Partnership or any of their subsidiaries, and collecting the funds negotiate with investment banking firms and broker-dealers on behalf of the Company, paying the debts and fulfilling the obligations Operating Partnership or any of the Company and handlingtheir subsidiaries, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a way manner so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms are defined underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the Securities Act foregoing shall be the responsibility of 1933the Company, the Operating Partnership or any of their subsidiaries, as amendedapplicable;
(i) obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating Partnership;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors the Advisor’s performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its performance Affiliates;
(k) provide, or arrange for, the Company and the Operating Partnership with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the foregoing servicesinvestments in any Real Estate Assets as may be required to be obtained by the Board;
(m) notify the Board of all proposed material transactions before they are completed;
(n) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(o) perform investor-relations and Stockholder communications functions for the Company;
(p) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(q) after the NAV Pricing Start Date, calculate the NAV as provided in the Registration Statement, and in connection therewith, obtain appraisals performed by the Independent Valuation Advisor; and
(mr) within 30 days after supervise one or more Independent Valuation Advisor and, if and when necessary, recommend to the end Board replacement valuation advisors;
(s) perform all services related to the organization of each fiscal quarter the Company or any Offering or private sale of the Company’s securities, submit other than services that (i) are to be performed by the Company's Dealer Manager, (ii) the Company elects to perform directly or (iii) would require the Advisor to register as a broker-dealer with the Securities and Exchange Commission or any state;
(t) perform due diligence on prospective investments and create due diligence reports summarizing the results of such work;
(u) render such services as may be reasonably determined by the Board of Directors a statement of consistent with the Company's sources of income during such fiscal quarter terms and make recommendations concerning changes, if any, conditions herein; and
(v) do all things reasonably necessary to assure its ability to render the services described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 1 contract
Samples: Advisory Agreement (American Realty Capital - Retail Centers of America II, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to find, evaluate, present and recommend to the Company potential and the Operating Partnership investment opportunities primarily in real property and other real estate investments as well as provide a continuing and suitable investment program consistent with the Company’s investment policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In its performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, the Advisor By-laws and the Operating Partnership Agreement, the Advisor, either directly or indirectly, shall, pursuant to delegated authorityamong other duties:
(a) obtain or provide such services as may be required to administer the daily operations of the Company;
(b) identify investment opportunities for the Company which are consistent with its investment objectives and policies;
(c) serve as the Company's ’s and the Operating Partnership’s investment and financial advisor and provide reports research and economic and statistical data in connection with respect to the Company's portfolio of investments, including, but not limited to, the making of investments in real properties ’s assets and other real estate investments, as described in the Registration Statementinvestment policies;
(db) provide daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) investigate, select and, on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersreal estate management companies, lendersreal estate operating companies, fiduciaries, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments Investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4, (i) use commercially reasonable efforts to present a continuing and suitable investment program to the Board that is consistent with the Company’s investment policies and objectives; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the Sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio; (viii) select Joint Venture partners (to be evaluated based on the Real Estate Assets that such joint venture owns or is being formed to own under the same criteria as the Advisor would use to evaluate the Company’s other Investments), structure corresponding agreements and oversee and monitor these relationships; (ix) oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other recordkeeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii) source and structure Real Estate-Related Loans;
(f) upon request, provide the Board with periodic reports regarding prospective Investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments based on a developed disciplined investment approach (including, without limitation, a well-defined exit strategy) within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiringperform an in-depth review of each Real Property acquired, managing and disposing of investmentswhich review shall encompass, including, but not limited toamong other factors, the negotiation following:
(i) geographic location and property type;
(ii) condition and use;
(iii) market growth demographics;
(iv) historical performance;
(v) current and projected cash flow;
(vi) potential for capital appreciation;
(vii) presence of purchase contracts existing and services related to the acquisition of real property and other real estate investments by the Company and its affiliatespotential competition;
(viii) prospects for liquidity through Sale, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company and such other services as the Company may requirefinancing or refinancing; and
(ix) tax considerations;
(i) advise perform a diligence review on each Investment prior to closing, including, with respect to Real Properties, obtaining an environmental site assessment for each proposed acquisition (which at a minimum will include a Phase I assessment, but which may include a Phase II assessment if the Advisor determines that the results of a Phase I assessment would warrant it);
(j) negotiate on behalf of the Company concerning its negotiations and the Operating Partnership with banks or other lenders for Loans to be made to the Company, the Operating Partnership or any of their subsidiaries, and negotiate with investment banking firmsfirms and broker-dealers on behalf of the Company, securities brokers the Operating Partnership or dealers and other institutions any of their subsidiaries, or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a way manner that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms are defined underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the Securities Act foregoing shall be the responsibility of 1933the Company, as amended;
(j) obtain the Operating Partnership or perform current appraisals for each potential investment in real property or other real estate investmentany of their subsidiaries;
(k) do all things necessary obtain reports (which may, but are not required to assure be, prepared by the Advisor or its ability to render Affiliates), where appropriate, concerning the services value of Investments or contemplated herein, including providing the office space, furnishings and personnel necessary for the performance Investments of the foregoing services as AdvisorCompany and the Operating Partnership;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the foregoing Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;
(m) provide the Company and the Operating Partnership with all necessary cash management services;
(n) in connection with any acquisition of a Real Estate Asset, unless the Company gives the Advisor Notice to the contrary, obtain an appraisal by a competent, independent appraiser who is a member in good standing of the Appraisal Institute;
(o) deliver to, or maintain on behalf of, the Company copies of all appraisal reports;
(p) notify the Board of all proposed material transactions before they are completed;
(q) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(r) perform investor relations and Stockholder communications functions for the Company;
(s) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein;
(t) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(u) do all things reasonably necessary to assure its ability to render the services described in this Agreement;
(v) at the end of each Business Day, calculate the NAV as provided in the Valuation Guidelines, and in connection therewith, obtain independent appraisals (which the Advisor shall not be obligated to independently verify) performed by the Independent Valuation Advisor. For the avoidance of doubt, such calculation will involve estimating certain accrued fees and expenses that are part of the NAV;
(w) supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board its replacement;
(x) make decisions regarding marketing methods with respect to the initial public Offering, the termination or extension of the initial public Offering, the initiation of a follow-on Offering, mergers and other Change of Control transactions and certain significant press releases; and
(my) within 30 days after administer the end of each fiscal quarter Company’s share repurchase program. Notwithstanding the foregoing, the Advisor may delegate any of the Company, submit foregoing duties to any Person so long as the Company's Board of Directors a statement Advisor or its Affiliate remains responsible for the performance of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, duties set forth in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Section 3.
Appears in 1 contract
DUTIES OF THE ADVISOR. The As of the Effective Date, the Advisor undertakes to will use its best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, Bylaws and the Operating Partnership Agreement, the Advisor Advisor, directly or indirectly, shall, pursuant to delegated authority:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect, but not limited toand, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersreal estate management companies, lendersreal estate operating companies, fiduciaries, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing, including its 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 Company's affiliatesOperating Partnership with any of the foregoing;
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations make Investments on behalf of the Company and handling, prosecuting the Operating Partnership in compliance with the investment objectives and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales policies of the Company's securities; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or in obtaining investments otherwise deal with, Investments; (vi) enter into leases and service contracts for the CompanyReal Estate Assets and, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
Appears in 1 contract
Samples: Advisory Agreement (American Realty Capital New York Recovery Reit Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shallAdvisor, pursuant to delegated authoritydirectly or indirectly, will:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the Company;
(f) structure and negotiate the terms of investments in real properties and other real estate investments and obtain the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling in connection with any claims of borrowings proposed to be undertaken by the Company and such other services as or the Company may requireOperating Partnership;
(e) subject to the provisions of Section 4 , (i) advise the Company concerning its negotiations with participate in formulating an investment banking firmsstrategy and asset allocation framework; (ii) locate, securities brokers or dealers analyze and other institutions or investors for public or private sales of the Company's securities, or in obtaining investments for the Company, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
select potential Investments; (jiii) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).structure
Appears in 1 contract
Samples: Advisory Agreement (American Realty Capital Trust IV, Inc.)
DUTIES OF THE ADVISOR. The As of the Effective Date, the Advisor undertakes to will use its best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, Bylaws and the Operating Partnership Agreement, the Advisor Advisor, directly or indirectly, shall, pursuant to delegated authority:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect, but not limited toand, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersreal estate management companies, lendersreal estate operating companies, fiduciaries, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing, including its 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 Company's affiliatesOperating Partnership with any of the foregoing;
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
(viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; and (xii) recommend various liquidity events to the Board when appropriate;
(f) upon request, provide the Board with periodic reports regarding prospective investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations negotiate on behalf of the Company and handlingthe Operating Partnership with banks or other lenders for Loans to be made to the Company and the Operating Partnership, prosecuting and settling any claims negotiate on behalf of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations Operating Partnership with investment banking firms, securities brokers firms and broker-dealers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the CompanyCompany and the Operating Partnership, but in no event in such a way manner so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms underwriter; provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership;
(i) obtain reports (which may, but are defined in not required to, be prepared by the Securities Act Advisor or its Affiliates), where appropriate, concerning the value of 1933, as amendedInvestments or contemplated investments of the Company and the Operating Partnership;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the foregoing Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;
(m) notify the Board of all proposed transactions outside of the Advisor’s delegated authority before they are completed;
(n) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(o) perform investor-relations and Stockholder communications functions for the Company;
(p) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein;
(q) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies; and
(mr) within 30 days after do all things necessary to assure its ability to render the end of each fiscal quarter services described in this Agreement. Notwithstanding the foregoing, the Advisor may delegate any of the Company, submit foregoing duties to any Person so long as the Company's Board of Directors a statement Advisor or its Affiliate remains responsible for the performance of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, duties set forth in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Section 3.
Appears in 1 contract
Samples: Advisory Agreement (Independence Realty Trust, Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate or third party, including any Service Provider, perform the following duties:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
(viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) with respect to foreign investments, select a Service Provider to seek and procure financing for the Company’s properties, select and negotiate investments, including property purchases and leasebacks, and provide asset management services to oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii) source and structure Real Estate Related Loans;
(f) upon request, provide the Board with periodic reports regarding prospective investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing negotiate on behalf of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliatesthe Operating Partnership with banks or other lenders for Loans to be made to the Company, disbursing the Operating Partnership or any of their subsidiaries, and collecting the funds negotiate with investment banking firms and broker-dealers on behalf of the Company, paying the debts and fulfilling the obligations Operating Partnership or any of the Company and handlingtheir subsidiaries, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a way manner so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company, the Operating Partnership or any of their subsidiaries;
(i) obtain reports (which may, but are defined in not required to, be prepared by the Securities Act Advisor or its Affiliates), where appropriate, concerning the value of 1933, as amendedInvestments or contemplated investments of the Company and the Operating Partnership;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the foregoing Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;
(m) notify the Board of all proposed material transactions before they are completed;
(n) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(o) perform investor-relations and Stockholder communications functions for the Company;
(p) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein;
(q) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(r) do all things reasonably necessary to assure its ability to render the services described in this Agreement;
(s) at the end of each quarter, calculate the NAV as provided in the Registration Statement, and in connection therewith, obtain appraisals performed by the Independent Valuation Advisors; and
(mt) within 30 days after the end of each fiscal quarter of the Companysupervise one or more Independent Valuation Advisors and, submit if and when necessary, recommend to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)its replacement.
Appears in 1 contract
Samples: Advisory Agreement (American Realty Capital Global Trust, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate or third party, including any Service Provider, perform the following duties:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersreal estate management companies, lendersreal estate operating companies, fiduciaries, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
(viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) with respect to foreign investments, select a Service Provider to seek and procure financing for the Company’s properties, select and negotiate investments, including property purchases and leasebacks, and provide asset management services to oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii) source and structure Real Estate Related Loans;
(f) upon request, provide the Board with periodic reports regarding prospective investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing negotiate on behalf of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliatesthe Operating Partnership with banks or other lenders for Loans to be made to the Company, disbursing the Operating Partnership or any of their subsidiaries, and collecting the funds negotiate with investment banking firms and broker-dealers on behalf of the Company, paying the debts and fulfilling the obligations Operating Partnership or any of the Company and handlingtheir subsidiaries, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a way manner so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company, the Operating Partnership or any of their subsidiaries;
(i) obtain reports (which may, but are defined in not required to, be prepared by the Securities Act Advisor or its Affiliates), where appropriate, concerning the value of 1933, as amendedInvestments or contemplated investments of the Company and the Operating Partnership;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the foregoing Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;
(m) notify the Board of all proposed material transactions before they are completed;
(n) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(o) perform investor-relations and Stockholder communications functions for the Company;
(p) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein;
(q) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(r) do all things reasonably necessary to assure its ability to render the services described in this Agreement;
(s) at the end of each quarter, calculate the NAV as provided in the Registration Statement, and in connection therewith, obtain appraisals performed by the Independent Valuation Advisors; and
(mt) within 30 days after the end of each fiscal quarter of the Companysupervise one or more Independent Valuation Advisors and, submit if and when necessary, recommend to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)its replacement.
Appears in 1 contract
Samples: Advisory Agreement (American Realty Capital Global Trust, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its best commercially reasonable efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, Bylaws and the Operating Partnership Agreement, the Advisor shallwill either directly or by engaging an Affiliate or a third-party, pursuant to delegated authorityperform the following duties:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policies;the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership; EAST\145845657.2
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations make Investments on behalf of the Company and handling, prosecuting the Operating Partnership in compliance with the investment objectives and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales policies of the Company's securities; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or in obtaining investments otherwise deal with, Investments; (vi) enter into leases and service contracts for the CompanyReal Estate Assets and, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
Appears in 1 contract
Samples: Advisory Agreement (Phillips Edison Grocery Center Reit Ii, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shallAdvisor, pursuant to delegated authoritydirectly or indirectly, will:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
(viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii) source and structure Real Estate Related Loans;
(f) upon request, provide the Board with periodic reports regarding prospective investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing negotiate on behalf of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliatesthe Operating Partnership with banks or other lenders for Loans to be made to the Company, disbursing the Operating Partnership or any of their subsidiaries, and collecting the funds negotiate with investment banking firms and broker-dealers on behalf of the Company, paying the debts and fulfilling the obligations Operating Partnership or any of the Company and handlingtheir subsidiaries, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a way manner so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company, the Operating Partnership or any of their subsidiaries;
(i) obtain reports (which may, but are defined in not required to, be prepared by the Securities Act Advisor or its Affiliates), where appropriate, concerning the value of 1933, as amendedInvestments or contemplated investments of the Company and the Operating Partnership;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the foregoing Company and the Operating Partnership under this Agreement, including, but not limited to, reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board, which costs shall be the responsibility of the Company, the Operating Partnership or any of their subsidiaries;
(m) notify the Board of all proposed material transactions before they are completed;
(n) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(o) perform investor-relations and Stockholder communications functions for the Company;
(p) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein;
(q) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(r) do all things reasonably necessary to assure its ability to render the services described in this Agreement;
(s) prior to a Listing, calculate the NAV as provided in the Registration Statement, and in connection therewith, obtain appraisals performed by the Independent Valuation Advisor;
(t) prior to a Listing, supervise one or more Independent Valuation Advisor and, if and when necessary, recommend to the Board its replacement;
(u) make reports to the Independent Directors each quarter of the investments that have been made by other programs sponsored by the Advisor or any of its Affiliates, as well as any investments that have been made by the Advisor or any of its Affiliates directly, in each case to the extent such investments constitute a conflict of interest or a potential conflict of interest with the investment policies and objectives of the Company;
(v) manage and coordinate with the transfer agent the monthly distribution process and payments to Stockholders;
(w) provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including compliance with the Sarbanes Oxley Act of 2002;
(x) consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;
(y) perform all reporting, record keeping, internal controls and similar matters in a manner that allows the Company to comply with applicable law, including federal and state securities laws and the Sarbanes Oxley Act of 2002; and
(mz) within 30 days after effect any Listing, as may be approved by the end of each fiscal quarter Board. Notwithstanding the foregoing or anything else that may be to the contrary in this Agreement, the Advisor may delegate any of the Company, submit foregoing duties to any Person so long as the Company's Board of Directors a statement Advisor or its Affiliate remains responsible for the performance of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, duties set forth in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Section 3.
Appears in 1 contract
Samples: Advisory Agreement (American Realty Capital New York City REIT, Inc.)
DUTIES OF THE ADVISOR. The Subject to Sections 4 and 7 of this Agreement, the Advisor undertakes to use its best efforts to present to the Company potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, Directors and consistent with the Registration Statementprovisions of the Prospectus, the Articles of Incorporation and the Bylaws of the Company, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate:
(a) obtain or provide such services as may be required find, present and recommend to administer the daily operations of the CompanyCompany real estate investment opportunities consistent with its investment policies and objectives;
(b) identify investment opportunities for structure the terms and conditions of the Company’s investments, sales and co-ownerships;
(c) acquire real estate investments on behalf of the Company which are consistent in compliance with its investment objectives and policies;
(cd) serve as arrange for financing and refinancing of the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investments, including, but not limited to, the making of investments in real properties and other ’s real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, select, engage and conduct relations with such persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, consultants, investors, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companies, mortgagors, brokers, accountants, attorneys, appraisers and others, including its and the Company's affiliates;
(e) consult with enter into leases and service contracts for the Properties;
(f) review and analyze the Company's officers ’s operating and directors and capital budgets;
(g) assist the Company's Board of Directors Company in the formulation and implementation of the Company's investment and other policies, and furnish the officers and directors with advice and recommendations concerning the making of investments consistent with the investment policies and objectives of obtaining insurance;
(h) generate an annual budget for the Company;
(fi) structure review and negotiate analyze financial information for each of the terms Company’s assets and the overall portfolio;
(j) formulate and oversee the implementation of investments in strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of the Company’s real properties estate investments;
(k) perform investor-relations services;
(l) maintain the Company’s accounting and other real estate investments records and obtain the Board of Directors' approval of investments as provided assist in the Registration Statement, but always consistent filing all reports required to be filed with the investment policies SEC, the Internal Revenue Service and objectives other regulatory agencies;
(m) engage and supervise the performance of the Company’s agents, including registrar and transfer agents;
(n) perform administrative and operational duties reasonably requested by the Company;
(go) obtain from third parties or its affiliates, property management perform any other services for reasonably requested by the Company's investments in real property;; and
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales of the Company's securities, or in obtaining investments for the Company, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(kp) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 1 contract
Samples: Advisory Agreement (Rw Holdings Student Housing Reit, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes shall regularly consult with the Board of Directors and the officers of the Company and shall, at their request, furnish advice and recommendations with respect to use its best efforts to present all aspects of the business and affairs of the Company. Furthermore, subject to the Company potential investment opportunities primarily control and discretion of and to instructions to the contrary from the Board of Directors, the Advisor shall perform the following services, without any specific request from the Board of Directors:
(a) administer the day-to-day operations and affairs of the Company, including, without limitation, the performance or supervision of the functions described in real property and other this Section 2;
(b) monitor the credit quality of the real estate investments as well as mortgage assets held by the Company;
(c) advise the Company with respect to the acquisition, management, financing and disposition of the Company’s real estate mortgage assets;
(d) represent the Company in its day-to-day dealings with Persons with whom the Company interacts, including, without limitation, stockholders of the Company, the transfer agent of the Company, consultants, accountants, attorneys, servicers of the Company’s mortgage loans, custodians, insurers, banks, governments, government agencies and regulatory bodies;
(e) establish and provide a continuing all the necessary services for the Company, including, without limitation, executive, administrative, accounting, stockholder relations, secretarial, recordkeeping, copying, telephone, mailing and suitable investment program consistent distribution facilities;
(f) maintain communications and relations with the investment policies stockholders of the Company, including, but not limited to, responding to inquiries, proxy solicitations, providing reports to stockholders and objectives arranging and coordination of all meetings of stockholders;
(g) monitor and supervise the performance of all parties who have contracts to perform services for the Company, provided that the Advisor shall have no duty to assume the obligations or guarantee the performance of such parties under such contract;
(h) arrange for the execution and delivery of such documents and instruments by the officers of the Company as determined may be required in order to perform the functions herein described and adopted to take other required action contemplated by the terms of this Agreement;
(i) maintain proper books and records of the Company’s affairs and furnish or cause to be furnished to the Board of Directors such periodic reports and accounting information as may be required from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statement, the Advisor shall, pursuant to delegated authority:
(a) obtain or provide such services as may be required to administer the daily operations of the Company;
(b) identify investment opportunities for the Company which are consistent with its investment objectives and policies;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investments, including, but not limited to, quarterly reports of all income, expenses and distributions of the making of investments in real properties and other real estate investments, as described in the Registration StatementCompany;
(dj) on behalf consult and work with legal counsel for the Company in implementing Company decisions and undertaking measures consistent with all pertinent federal, provincial, state and local laws and rules or regulations of the Company, investigate, select, engage and conduct relations with such persons as the Advisor deems necessary to the proper performance of its obligations hereundergovernmental or quasi-governmental agencies, including, but not limited to, consultantsfederal, investorsprovincial and state securities laws and tax laws, buildersas it relates to the Company’s qualification as a REIT, developers, banks, borrowers, lenders, fiduciaries, financial service companies, mortgagors, brokers, accountants, attorneys, appraisers and others, including its and the Company's affiliates;
(e) consult with the Company's officers and directors and assist the Company's Board of Directors in the formulation and implementation regulations promulgated under each of the Company's investment and other policies, and furnish the officers and directors with advice and recommendations concerning the making of investments consistent with the investment policies and objectives of the Company;
(f) structure and negotiate the terms of investments in real properties and other real estate investments and obtain the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales of the Company's securities, or in obtaining investments for the Company, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investmentforegoing;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings consult and personnel necessary work with accountants for the performance Company in connection with the preparation of the foregoing services as Advisorfinancial statements, annual reports and tax returns;
(l) from time to timeprepare and distribute, or at any time reasonably requested by in consultation with the accountants for the Company's Board of Directors, make annual reports to stockholders which will contain audited financial statements;
(m) furnish reports to the Board of Directors and provide research, economical and statistical data in connection with the Company’s investments; and
(n) as reasonably requested by the Company, make reports to the Company of its performance of the foregoing services; and
(m) within 30 days after services and furnish advice and recommendations with respect to other aspects of the end of each fiscal quarter business of the Company. For greater certainty, submit this Agreement does not provide the Advisor with the authority to modify or conclude contracts in the Company's Board of Directors a statement name of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).
Appears in 1 contract
Samples: Advisory Agreement (Nb Capital Corp)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, as each may at any time and from time to time be amended, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate:
(a) obtain or provide such services as may be required to administer the daily operations of the Company;
(b) identify investment opportunities for the Company which are consistent with its investment objectives and policies;
(c) serve Serve as the Company's investment and financial advisor and provide reports research and economic and statistical data in connection with respect to the Company's portfolio of investments, including, but not limited to, the making of investments in real properties assets and other real estate investments, as described in the Registration Statementinvestment policies;
(db) Provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) Investigate, select, and, on behalf of the Company, investigate, select, engage and conduct relations business with such persons as the Advisor deems necessary to the proper performance of its obligations hereunderpursuant to this Advisory Agreement, including, including but not limited to, to consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companiesproperty owners, mortgagors, brokers, accountants, attorneys, appraisers and othersany and all agents for any of the foregoing, including its Affiliates of the Advisor, and persons acting in any other capacity deemed by the Company's affiliatesAdvisor necessary or desirable for the performance of any of such services, including but not limited to entering into contracts in the name of the Company with any of the such persons;
(ed) consult Consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other financial policies, and and, as necessary, furnish the officers and directors Directors with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies of the Company and objectives of in connection with any borrowings proposed to be undertaken by the Company;
(e) Locate, analyze and select potential investments in securities, Property and Loans;
(f) structure Structure and negotiate the terms and conditions of transactions pursuant to which investments in real properties securities, Properties and other real estate investments and obtain the Board of Directors' approval of investments as provided in the Registration StatementLoans will be made, but always consistent with the investment policies and objectives of purchased or acquired by the Company;
(g) obtain from third parties or its affiliatesMake investments in securities, property management services for Property and Loans on behalf of the Company in compliance with the investment objectives and policies of the Company's investments in real property;
(h) Arrange for financing, and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of or otherwise deal with the investments in securities, Property and Loans;
(i) Provide the Directors with periodic reports regarding prospective investments in securities, Properties and Loans;
(j) Obtain the prior approval of the Directors (including a majority of the Independent Directors) for any and all investments in Property which do not meet all of the requirements set out in Section 4(b) of this Advisory Agreement;
(k) Negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of shares and securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company;
(l) Obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Property and/or Loans;
(m) Obtain for, or provide to to, the Company such services as may be required in acquiring, managing and disposing of investmentsCompany Property and/or Loans, including, but not limited to:
(i) The negotiation, making and servicing of Loans;
(ii) The disbursement and collection of Company monies;
(iii) The payment of debts of and fulfillment of the obligations of the Company; and
(iv) The handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, the negotiation of purchase contracts foreclosing and services related to the acquisition of real property otherwise enforcing mortgages and other real estate investments by liens securing the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company and such other services as the Company may require;Loans.
(in) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales of the Company's securities, or in obtaining investments for the Company, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from From time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of services to the foregoing services; andCompany under this Agreement;
(mo) within 30 days after the end of each fiscal quarter Communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company;
(p) Provide or arrange for administrative services and items, submit legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company's Board business and operations;
(q) Provide the Company with such accounting data and any other information so requested concerning the investment activities of Directors a statement the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(r) Maintain the books and records of the Company's sources ;
(s) Supervise the performance of income during such fiscal quarter ministerial and make recommendations concerning changes, if any, administrative functions as may be necessary in connection with the Company's investments to permit daily operations of the Properties and Loans;
(t) Provide the Company with all necessary cash management services;
(u) Do all things necessary to satisfy assure its ability to render the requirements of Sections 856(c)(2), 856(c)(3services described in this Advisory Agreement;
(v) and 856(c)(4) of the Code (Perform such statement of income other services as may be based upon information supplied by independent contractors required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances;
(w) Deliver to or maintain on behalf of the extent applicable).Company copies of all appraisals obtained in connection with investments in securities, Properties and Loans; and
Appears in 1 contract
Samples: Advisory Agreement (Alanar Real Estate Investment Trust Series 1 Corp)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shallAdvisor, pursuant to delegated authoritydirectly or indirectly, will:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations make Investments on behalf of the Company and handling, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales of the Company's securities, or in obtaining investments for the Company, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).the
Appears in 1 contract
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, Bylaws and the Operating Partnership Agreement, the Advisor shallAdvisor, pursuant to delegated authoritydirectly or indirectly, will:
(a) obtain or provide such services as may be required to administer the daily operations of the Company;
(b) identify investment opportunities for the Company which are consistent with its investment objectives and policies;
(c) serve as the Company's ’s and the Operating Partnership’s investment and financial advisor and provide reports research and economic and statistical data in connection with respect to the Company's portfolio of investments, including, but not limited to, the making of investments in real properties ’s assets and other real estate investments, as described in the Registration Statementinvestment policies;
(db) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) investigate, select and, on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review, recommend and obtain arrange acquisitions and dispositions of Investments to the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations make Investments on behalf of the Company and handling, prosecuting the Operating Partnership in compliance with the investment objectives and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales policies of the Company's securities; (v) review and analyze each property’s operating and capital budget; (vi) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or in obtaining investments otherwise deal with, Investments; (vii) enter into leases and service contracts for the CompanyReal Estate Assets and, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (viii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
Appears in 1 contract
Samples: Advisory Agreement (Benefit Street Partners Realty Trust, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shallAdvisor, pursuant to delegated authoritydirectly or indirectly, will:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments Investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
(viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii) source and structure Real Estate Related Loans;
(f) upon request, provide the Board with periodic reports regarding prospective investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing negotiate on behalf of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliatesthe Operating Partnership with banks or other lenders for Loans to be made to the Company, disbursing the Operating Partnership or any of their subsidiaries, and collecting the funds negotiate with investment banking firms and broker-dealers on behalf of the Company, paying the debts and fulfilling the obligations Operating Partnership or any of the Company and handlingtheir subsidiaries, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a way manner so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company, the Operating Partnership or any of their subsidiaries;
(i) obtain reports (which may, but are defined in not required to, be prepared by the Securities Act Advisor or its Affiliates), where appropriate, concerning the value of 1933, as amendedInvestments or contemplated investments of the Company and the Operating Partnership;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the foregoing Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;
(m) notify the Board of all proposed material transactions before they are completed;
(n) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(o) perform investor-relations and Stockholder communications functions for the Company;
(p) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein;
(q) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(r) do all things reasonably necessary to assure its ability to render the services described in this Agreement;
(s) at the end of each quarter, calculate the NAV as provided in the Registration Statement, and in connection therewith, obtain appraisals performed by the Independent Valuation Advisor;
(t) supervise one or more Independent Valuation Advisor and, if and when necessary, recommend to the Board its replacement;
(u) from time to time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company and the Operating Partnership under this Agreement;
(v) make reports to the Independent Directors each quarter of the investments that have been made by other programs sponsored by the Advisor or any of its Affiliates, as well as any investments that have been made by the Advisor or any of its Affiliates directly, in each case to the extent such investments constitute a conflict of interest or a potential conflict of interest with the investment policies and objectives of the Company;
(w) manage and coordinate with the transfer agent the monthly distribution process and payments to Stockholders;
(x) provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including compliance with the Sarbanes Oxley Act of 2002;
(y) consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; and
(mz) within 30 days after the end of each fiscal quarter of the Companyperform all reporting, submit to the Company's Board of Directors record keeping, internal controls and similar matters in a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit manner that allows the Company to satisfy comply with applicable law, including federal and state securities laws and the requirements Sarbanes Oxley Act of Sections 856(c)(2)2002. Notwithstanding the foregoing or anything else that may be to the contrary in this Agreement, 856(c)(3) and 856(c)(4) the Advisor may delegate any of the Code (such statement of income may be based upon information supplied by independent contractors foregoing duties to any Person so long as the Advisor or its Affiliate remains responsible for the performance of the Company to the extent applicable)duties set forth in this Section 3.
Appears in 1 contract
Samples: Advisory Agreement (American Realty Capital New York City REIT, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shallAdvisor, pursuant to delegated authoritydirectly or indirectly, will:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage in and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to for the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its Affiliates of the Advisor, any Service Provider or Affiliates thereof and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments Investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 5, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
(viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) with respect to Foreign Investments, select a Service Provider to seek and procure financing for the Company’s properties, select and negotiate investments, including property purchases and leasebacks, and provide asset management services to oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii) source Real Estate Related Loans;
(f) upon request, provide the Board with periodic reports regarding prospective investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing negotiate on behalf of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliatesthe Operating Partnership with banks or other lenders for Loans to be made to the Company, disbursing the Operating Partnership or any of their subsidiaries, and collecting the funds negotiate with investment banking firms and broker-dealers on behalf of the Company, paying the debts and fulfilling the obligations Operating Partnership or any of the Company and handlingtheir subsidiaries, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a way manner so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms are defined underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the Securities Act foregoing shall be the responsibility of 1933the Company, the Operating Partnership or any of their subsidiaries, as amendedapplicable;
(i) obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating Partnership;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors the Advisor’s performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its performance Affiliates;
(k) provide, or arrange for, the Company and the Operating Partnership with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the foregoing servicesinvestments in any Real Estate Assets as may be required to be obtained by the Board;
(m) notify the Board of all proposed material transactions before they are completed;
(n) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(o) perform investor-relations and Stockholder communications functions for the Company;
(p) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(q) after the NAV Pricing Start Date, calculate the NAV as provided in the Registration Statement, and in connection therewith, obtain appraisals performed by the Independent Valuation Advisor; and
(mr) within 30 days after supervise one or more Independent Valuation Advisor and, if and when necessary, recommend to the end Board replacement valuation advisors;
(s) perform all services related to the organization of each fiscal quarter the Company or any Offering or private sale of the Company’s securities, submit other than services that (i) are to be performed by the Company's Dealer Manager, (ii) the Company elects to perform directly or (iii) would require the Advisor to register as a broker-dealer with the Securities and Exchange Commission or any state;
(t) perform due diligence on prospective investments and create due diligence reports summarizing the results of such work;
(u) render such services as may be reasonably determined by the Board of Directors a statement of consistent with the Company's sources of income during such fiscal quarter terms and make recommendations concerning changes, if any, conditions herein; and
(v) do all things reasonably necessary to assure its ability to render the services described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 1 contract
Samples: Advisory Agreement (American Realty Capital Global Trust II, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shallAdvisor, pursuant to delegated authoritydirectly or indirectly, will:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio; (viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii) source and structure Real Estate Related Loans;
(f) upon request, provide the Board with periodic reports regarding prospective investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing negotiate on behalf of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliatesthe Operating Partnership with banks or other lenders for Loans to be made to the Company, disbursing the Operating Partnership or any of their subsidiaries, and collecting the funds negotiate with investment banking firms and broker-dealers on behalf of the Company, paying the debts and fulfilling the obligations Operating Partnership or any of the Company and handlingtheir subsidiaries, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a way manner so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company, the Operating Partnership or any of their subsidiaries;
(i) obtain reports (which may, but are defined in not required to, be prepared by the Securities Act Advisor or its Affiliates), where appropriate, concerning the value of 1933, as amendedInvestments or contemplated investments of the Company and the Operating Partnership;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the foregoing Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;
(m) notify the Board of all proposed material transactions before they are completed;
(n) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(o) perform investor-relations and Stockholder communications functions for the Company;
(p) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein; and
(mq) within 30 days after maintain the end of each fiscal quarter Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(r) do all things reasonably necessary to assure its ability to render the services described in this Agreement. Notwithstanding the foregoing or anything else that may be to the contrary in this Agreement, the Advisor may delegate any of the Company, submit foregoing duties to any Person so long as the Company's Board of Directors a statement Advisor or its Affiliate remains responsible for the performance of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, duties set forth in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Section 3.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Advisor undertakes shall regulary consult with the Board of Directors and the officers of the Company and shall, at their request, furnish advice and recommendations with respect to use its best efforts to present all aspects of the business and affairs of the Company. Furthermore, subject to the Company potential investment opportunities primarily control and discretion of and to instructions to the contrary from the Board of Directors, the Advisor shall perform the following services, without any specific request from the Board of Directors:
(a) administer the day-to-day operations and affairs of the Company, including, without limitation, the performance or supervision of the functions described in real property and other this Section 2;
(b) monitor the credit quality of the real estate investments as well as mortgage assets held by the Company;
(c) advise the Company with respect to the acquisition, management, financing and disposition of the Company’s real estate mortgage assets;
(d) represent the Company in its day-to-day dealings with Persons with whom the Company interacts, including, without limitation, stockholders of the Company, the transfer agent of the Company, consultants, accountants, attorneys, servicers of the Company’s mortgage loans, custodians, insurers, banks, governments, government agencies and regulatory bodies;
(e) establish and provide a continuing all the necessary services for the Company, including, without limitation, executive, administrative, accounting, stockholder relations, secretarial, recordkeeping, copying, telephone, mailing and suitable investment program consistent distribution facilities;
(f) maintain communications and relations with the investment policies stockholders of the Company, including, but not limited to, responding to inquiries, proxy solicitations, providing reports to stockholders and objectives arranging and coordination of all meetings of stockholders;
(g) monitor and supervise the performance of all parties who have contracts to perform services for the Company, provided that the Advisor shall have no duty to assume the obligations or guarantee the performance of such parties under such contract;
(h) arrange for the execution and delivery of such documents and instruments by the officers of the Company as determined may be required in order to perform the functions herein described and adopted to take other required action contemplated by the terms of this Agreement;
(i) maintain proper books and records of the Company’s affairs and furnish or cause to be furnished to the Board of Directors such periodic reports and accounting information as may be required from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statement, the Advisor shall, pursuant to delegated authority:
(a) obtain or provide such services as may be required to administer the daily operations of the Company;
(b) identify investment opportunities for the Company which are consistent with its investment objectives and policies;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investments, including, but not limited to, quarterly reports of all income, expenses and distributions of the making of investments in real properties and other real estate investments, as described in the Registration StatementCompany;
(dj) on behalf consult and work with legal counsel for the Company in implementing Company decisions and undertaking measures consistent with all pertinent federal, provincial, state and local laws and rules or regulations of the Company, investigate, select, engage and conduct relations with such persons as the Advisor deems necessary to the proper performance of its obligations hereundergovernmental or quasi-governmental agencies, including, but not limited to, consultantsfederal, investorsprovincial and state securities laws and tax laws, buildersas it relates to the Company’s qualification as a REIT, developers, banks, borrowers, lenders, fiduciaries, financial service companies, mortgagors, brokers, accountants, attorneys, appraisers and others, including its and the Company's affiliates;
(e) consult with the Company's officers and directors and assist the Company's Board of Directors in the formulation and implementation regulations promulgated under each of the Company's investment and other policies, and furnish the officers and directors with advice and recommendations concerning the making of investments consistent with the investment policies and objectives of the Company;
(f) structure and negotiate the terms of investments in real properties and other real estate investments and obtain the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales of the Company's securities, or in obtaining investments for the Company, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investmentforegoing;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings consult and personnel necessary work with accountants for the performance Company in connection with the preparation of the foregoing services as Advisorfinancial statements, annual reports and tax returns;
(l) from time to timeprepare and distribute, or at any time reasonably requested by in consultation with the accountants for the Company's Board of Directors, make annual reports to stockholders which will contain audited financial statements;
(m) furnish reports to the Board of Directors and provide research, economical and statistical data in connection with the Company’s investments; and
(n) as reasonably requested by the Company, make reports to the Company of its performance of the foregoing services; and
(m) within 30 days after services and furnish advice and recommendations with respect to other aspects of the end of each fiscal quarter business of the Company. For greater certainty, submit this Agreement does not provide the Advisor with the authority to modify or conclude contracts in the Company's Board of Directors a statement name of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).
Appears in 1 contract
Samples: Advisory Agreement (Nb Capital Corp)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shallAdvisor, pursuant to delegated authoritydirectly or indirectly, will:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments Investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations make Investments on behalf of the Company and handling, prosecuting the Operating Partnership in compliance with the investment objectives and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales policies of the Company's securities; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or in obtaining investments otherwise deal with, Investments; (vi) enter into leases and service contracts for the CompanyReal Estate Assets and, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
Appears in 1 contract
Samples: Advisory Agreement (American Realty Capital New York City REIT, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shallAdvisor, pursuant to delegated authoritydirectly or indirectly, will:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations make Investments on behalf of the Company and handling, prosecuting the Operating Partnership in compliance with the investment objectives and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales policies of the Company's securities; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or in obtaining investments otherwise deal with, Investments; (vi) enter into leases and service contracts for the CompanyReal Estate Assets and, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio; (viii) select Joint Venture
Appears in 1 contract
Samples: Advisory Agreement (American Realty Capital Daily Net Asset Value Trust, Inc.)
DUTIES OF THE ADVISOR. The Advisor shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Company's most recent Prospectus for Shares, the Articles of Incorporation and Bylaws, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate of the Advisor or other Person:
(a) obtain or provide such services as may be required to administer the daily operations of the Company;
(b) identify investment opportunities for the Company which are consistent with its investment objectives and policies;
(c) serve as the Company's investment and financial advisor and provide reports research and economic and statistical data in connection with respect to the Assets and investment policies;
(b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company;
(c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company's portfolio of investmentsuncertificated Shares, includingif any, but not limited to, and acting as transfer agent for the making of investments in real properties and other real estate investments, as described in the Registration StatementCompany's Shares;
(d) investigate, select, and, on behalf of the Company, investigate, select, engage and conduct relations business with such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, including but not limited to, to consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companiesproperty owners, mortgagors, brokersproperty management companies, accountants, attorneys, appraisers transfer agents and othersany and all agents for any of the foregoing, including its Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Company's affiliatesAdvisor 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 with any of the foregoing;
(e) consult with the Company's officers and directors the Board and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies of the Company and objectives of in connection with any borrowings proposed to be undertaken by the Company;
(f) subject to the provisions of Sections 2.02(h) and 2.03 hereof, (i) locate, analyze and select potential investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Assets will be made; (iii) make investments in real properties and other real estate investments and obtain Assets on behalf of the Board of Directors' approval of investments as provided Company or the Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies of the Company; (iv) arrange for financing and objectives refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Assets; and (v) enter into leases of Property and service contracts for Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Assets, including the servicing of Mortgages;
(g) provide the Board with periodic reports regarding prospective investments in Assets;
(h) obtain the prior approval of the Board (including a majority of all Independent Directors) for any and all investments in Assets;
(i) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, negotiate on behalf of the Company with investment banking firms and broker-dealers, and negotiate private sales of Shares and other securities of the Company or obtain loans for the Company, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company;
(gj) obtain from third parties reports (which may be prepared by or for the Advisor or its affiliatesAffiliates), property management services for where appropriate, concerning the Company's value of investments or contemplated investments of the Company in real propertyAssets;
(hk) obtain for from time to time, or provide at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company such under this Agreement;
(l) provide the Company with all necessary cash management services;
(m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets;
(n) upon request of the Company, act, or obtain the services of others to act, as may be required attorney-in-fact or agent of the Company in acquiringmaking, managing requiring and disposing of investmentsAssets, includingdisbursing, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Companyfunds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company Company, including foreclosing and such otherwise enforcing mortgage and other services as liens and security interests comprising any of the Company may requireAssets;
(io) advise supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company concerning its negotiations in connection with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales of the Company's securities, or in obtaining investments for the Company, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amendedinvestor relations;
(jp) obtain or perform current appraisals provide office space, equipment and personnel as required for each potential investment in real property or other real estate investmentthe performance of the foregoing services as Advisor;
(kq) prepare on behalf of the Company all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(r) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 1 contract
Samples: Advisory Agreement (Behringer Harvard Opportunity REIT I, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shallAdvisor, pursuant to delegated authoritydirectly or indirectly, will:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage in and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to for the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its Affiliates of the Advisor, any Service Provider or Affiliates thereof and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments Investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 5, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
(viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) with respect to Foreign Investments, select a Service Provider to seek and procure financing for the Company’s properties, select and negotiate investments, including property purchases and leasebacks, and provide asset management services to oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii) source Real Estate Related Loans;
(f) upon request, provide the Board with periodic reports regarding prospective investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing negotiate on behalf of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliatesthe Operating Partnership with banks or other lenders for Loans to be made to the Company, disbursing the Operating Partnership or any of their subsidiaries, and collecting the funds negotiate with investment banking firms and broker‑dealers on behalf of the Company, paying the debts and fulfilling the obligations Operating Partnership or any of the Company and handlingtheir subsidiaries, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a way manner so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms are defined underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the Securities Act foregoing shall be the responsibility of 1933the Company, the Operating Partnership or any of their subsidiaries, as amendedapplicable;
(i) obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating Partnership;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors the Advisor’s performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its performance Affiliates;
(k) provide, or arrange for, the Company and the Operating Partnership with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the foregoing servicesinvestments in any Real Estate Assets as may be required to be obtained by the Board;
(m) notify the Board of all proposed material transactions before they are completed;
(n) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(o) perform investor-relations and Stockholder communications functions for the Company;
(p) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(q) after the NAV Pricing Start Date, calculate the NAV as provided in the Registration Statement, and in connection therewith, obtain appraisals performed by the Independent Valuation Advisor; and
(mr) within 30 days after supervise one or more Independent Valuation Advisor and, if and when necessary, recommend to the end Board replacement valuation advisors;
(s) perform all services related to the organization of each fiscal quarter the Company or any Offering or private sale of the Company’s securities, submit other than services that (i) are to be performed by the Company's Dealer Manager, (ii) the Company elects to perform directly or (iii) would require the Advisor to register as a broker-dealer with the Securities and Exchange Commission or any state;
(t) perform due diligence on prospective investments and create due diligence reports summarizing the results of such work;
(u) render such services as may be reasonably determined by the Board of Directors a statement of consistent with the Company's sources of income during such fiscal quarter terms and make recommendations concerning changes, if any, conditions herein; and
(v) do all things reasonably necessary to assure its ability to render the services described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 1 contract
Samples: Advisory Agreement (American Realty Capital Global Trust II, Inc.)
DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company potential and the Partnership investment opportunities primarily in real property and other real estate investments as well as provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Company’s most recent Prospectus for Shares, Articles of Incorporation and Bylaws, the Advisor shall, pursuant to delegated authorityeither directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) obtain or provide such services as may be required find, evaluate, present and recommend to administer the daily operations of Company investment opportunities consistent with the Company’s investment policies and objectives;
(b) identify serve as the Company’s and Partnership’s investment opportunities for and financial advisor and provide research and economic and statistical data in connection with the Company which are consistent with its Assets and the Company’s investment objectives and policies;
(c) serve as provide the Company's investment daily management of the Company and financial advisor Partnership and provide reports with respect to perform and supervise the Company's portfolio various administrative functions reasonably necessary for the management and operations of investments, including, but not limited to, the making of investments in real properties Company and other real estate investments, as described in the Registration StatementPartnership;
(d) maintain and preserve the books and records of the Company and the Partnership, including stock books and records reflecting a record of the Stockholders and their ownership of the Shares;
(e) investigate, select, and, on behalf of the Company, investigate, selectCompany and the Partnership, engage and conduct relations business with such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, including but not limited to, to consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companiesproperty owners, mortgagors, brokersproperty management companies, accountants, attorneys, appraisers transfer agents and othersany and all agents for any of the foregoing, including its 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 and on behalf of the Company and the Company's affiliatesPartnership with any of the foregoing;
(ef) consult with the Company's officers and directors the Board and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company and the Partnership;
(fg) review and analyze the operating and capital budgets prepared and submitted by a third party for each property;
(h) subject to the provisions of Section 2.02(i) and Section 2.03 hereof, (i) locate, analyze and select potential investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in real properties and other real estate Assets will be made; (iii) make investments and obtain in Assets on behalf of the Board of Directors' approval of investments as provided Company or the Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company;
; (giv) obtain arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from third parties the sale of, or its affiliatesotherwise deal with the investments in, property management services Assets; and (v) enter into leases of Property and service contracts for Assets and, to the extent necessary, perform all other operational functions for the Company's investments in real property;
(h) obtain for or provide to maintenance and administration of such Assets including the Company such services as may be required in acquiring, managing and disposing servicing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company and such other services as the Company may requireMortgages;
(i) advise provide the Board with periodic reports regarding prospective investments in Assets;
(j) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction;
(k) obtain the prior approval of the Board (including a majority of all Independent Directors) for any and all investments in Assets with a Contract Purchase Price equal to or greater than $50,000,000;
(l) obtain the prior approval of a majority of the Independent Directors and a majority of the Board not otherwise interested in any transaction with the Advisor or its Affiliates;
(m) negotiate on behalf of the Company concerning its negotiations and the Partnership with banks or lenders for loans to be made to the Company, negotiate on behalf of the Company and the Partnership with investment banking firmsfirms and broker-dealers, securities brokers or dealers and other institutions or investors for public or negotiate private sales of Shares and other securities of the Company's securities, Company or in obtaining investments obtain loans for the CompanyCompany and the Partnership, as and when appropriate, but in no event in such a way so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms are defined an underwriter; and provided further, that any fees and costs payable to third parties incurred by the Advisor in connection with the Securities Act foregoing shall be the responsibility of 1933, as amendedthe Company;
(jn) obtain reports (which may be prepared by or perform current appraisals for each potential investment the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in real property or other real estate investmentAssets;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(lo) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors its performance of its services to the Company and the Partnership under this Agreement;
(p) provide the Company and the Partnership with, or assist the Company and the Partnership in arranging for, all necessary cash management services;
(q) deliver to or maintain on behalf of the Company and the Partnership copies of all appraisals obtained in connection with the investments in Assets;
(r) upon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company and the Partnership in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and the Partnership and handling, prosecuting and settling any claims of the Company and the Partnership, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(s) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company in connection with investor relations;
(t) provide office space, equipment and personnel as required for the performance of the foregoing servicesservices as Advisor;
(u) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(mv) within 30 days after do all things necessary to assure its ability to render the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, services described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 1 contract
Samples: Advisory Agreement (Nexpoint Multifamily Realty Trust, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor shall, pursuant to delegated authorityeither directly or by engaging an Affiliate or third party, including any Service Provider, perform the following duties::
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersreal estate management companies, lendersreal estate operating companies, fiduciaries, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
(viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) with respect to foreign investments, select a Service Provider to seek and procure financing for the Company’s properties, select and negotiate investments, including property purchases and leasebacks, and provide asset management services to oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii) source and structure Real Estate Related Loans;
(f) upon request, provide the Board with periodic reports regarding prospective investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing negotiate on behalf of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliatesthe Operating Partnership with banks or other lenders for Loans to be made to the Company, disbursing the Operating Partnership or any of their subsidiaries, and collecting the funds negotiate with investment banking firms and broker-dealers on behalf of the Company, paying the debts and fulfilling the obligations Operating Partnership or any of the Company and handlingtheir subsidiaries, prosecuting and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or negotiate private sales of the Company's securities, Shares or in obtaining investments obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a way manner so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company, the Operating Partnership or any of their subsidiaries;
(i) obtain reports (which may, but are defined in not required to, be prepared by the Securities Act Advisor or its Affiliates), where appropriate, concerning the value of 1933, as amendedInvestments or contemplated investments of the Company and the Operating Partnership;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the foregoing Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;
(m) notify the Board of all proposed material transactions before they are completed;
(n) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(o) perform investor-relations and Stockholder communications functions for the Company;
(p) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein;
(q) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(r) do all things reasonably necessary to assure its ability to render the services described in this Agreement;
(s) at the end of each Business Day, calculate the NAV as provided in the Valuation Guidelines, and in connection therewith, obtain appraisals performed by the Independent Valuation Advisors; and
(mt) within 30 days after the end of each fiscal quarter of the Companysupervise one or more Independent Valuation Advisors and, submit if and when necessary, recommend to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)its replacement.
Appears in 1 contract
Samples: Advisory Agreement (American Realty Capital Global Daily Net Asset Value Trust, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best commercially reasonable efforts to manage the day-to-day operations of the Company’s business, present to the Company potential investment opportunities primarily in real property opportunities, and other real estate investments as well as provide the Company with a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation and Bylaws, the Advisor shall, pursuant to delegated authorityeither directly or indirectly by engaging an Affiliate or a third party:
(a) obtain serve as the Company’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s Investments and investment policies;
(b) provide the daily management for the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company, including the collection of revenues and the payment of the Company’s debts and obligations; maintenance of appropriate computer services to perform such administrative functions; maintaining the Company’s books and records; and organizing meetings of the Board;
(c) recommend to the Company the proper allocation of the Company’s Investments between (i) Real Property, (ii) Real Estate Related Assets, and (iii) cash and cash equivalents and other short-term investments;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial, investment, valuation and other policies;
(e) subject to the provisions of Section 4 hereof, (i) to the extent within the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and complete acquisitions and dispositions of Investments; (ii) to the extent outside the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and recommend acquisitions and dispositions of Investments to the Board and complete such transactions on behalf of the Company in accordance with the direction of the Board; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) arrange for financing and refinancing and make other changes in the asset or provide capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (v) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (vi) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (viii) oversee Affiliated and non-Affiliated property managers who perform services as may be for the Company; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to administer be performed under this Agreement; and (x) manage accounting and other record-keeping functions for the daily operations Company;
(f) arrange and secure on behalf of the Company with banks or lenders for Loans to be made to the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company;
(bg) identify investment opportunities for monitor the Company which are consistent operating performance of the Investments and provide periodic reports with its investment objectives respect thereto to the Board, including comparative information with respect to such operating performance and policiesbudgeted or projected operating results;
(ch) serve as from time to time, or at any time reasonably requested by the Company's investment and financial advisor and provide Directors, make reports to the Directors of its performance of services to the Company under this Agreement, including reports with respect to potential conflicts of interest involving the Company's portfolio Advisor or any of investments, including, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statementits Affiliates;
(di) calculate, at the end of each Business Day, the Class A NAV, Class I NAV, Class I-A NAV, Class I-M NAV and Class M NAV as provided in the Valuation Guidelines, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor concerning the value of the Real Properties;
(j) deliver to, or maintain for a period of time in accordance with the Investment Advisers Act of 1940, as amended and the rules and regulation promulgated thereunder, on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Property;
(k) provide the Company with all necessary cash management services;
(l) arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company and conduct all matters with any Joint Venture partners;
(m) communicate on the Company’s behalf with the respective holders of any of the Company’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders, and related thereto provide copy writing, creative management, project management and print production management;
(n) evaluate and recommend to the Board hedging strategies and modifications thereto in effect and cause the Company to engage in overall hedging strategies consistent with the Company’s status as a REIT and with the Company’s investment policies approved by the Board;
(o) advise the Company regarding the maintenance of the Company’s exemption from the Investment Company Act and monitor compliance with the requirements for maintaining an exemption from such Act;
(p) advise the Company regarding the maintenance of the Company’s status as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder;
(q) invest or reinvest any money of the Company (including investing in short-term investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Stockholders), and advise the Company as to the Company’s respective capital structure and capital raising;
(r) investigate, select, and, on behalf of the Company, investigate, select, engage and conduct relations business with such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, including but not limited to, to consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersreal estate management companies, lendersreal estate operating companies, fiduciaries, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers and othersany and all agents for any of the foregoing, including its and the Company's affiliates;
(e) consult with the Company's officers and directors and assist the Company's Board of Directors in the formulation and implementation Affiliates of the Company's investment and other policiesAdvisor, and furnish Persons acting in any other capacity deemed by the officers and directors with advice and recommendations concerning Advisor necessary or desirable for the making performance of investments consistent with the investment policies and objectives any of the Company;
(f) structure and negotiate the terms of investments in real properties and other real estate investments and obtain the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investmentsforegoing services, including, but not limited to, entering into contracts in the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations name of the Company and handling, prosecuting and settling with any claims of the Company and such other services as the Company may requireforegoing;
(is) advise cause the Company concerning its negotiations to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with investment banking firms, securities brokers or dealers respect to financial reporting obligations and other institutions or investors for public or private sales compliance with the REIT provisions of the Company's securitiesCode and to conduct compliance reviews thereto, or as required;
(t) cause the Company to qualify to do business in obtaining investments for all applicable jurisdictions and to obtain and maintain all appropriate licenses;
(u) assist the Company in maintaining the registration of the Shares under federal and state securities laws with respect to any Public Offering and complying with all federal, state and local regulatory requirements applicable to the Company with respect to such Offering and the Company’s business activities (including the Xxxxxxxx-Xxxxx Act of 2002, but in no event in such a way that the Advisor could be deemed as amended), including, with respect to any Public Offering, preparing or causing to be acting as a dealer or underwriter as those terms are defined in prepared all supplements to the Prospectus, post-effective amendments to the registration statement and financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 19331934, as amended;
(jv) obtain or perform current appraisals take all necessary actions to enable the Company to make required tax filings and reports, including soliciting Stockholders for each potential investment in real property or other real estate investmentrequired information to the extent provided by the REIT provisions of the Code;
(kw) do handle and resolve all things necessary claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company may be involved or to assure its ability to render which the services contemplated hereinCompany may be subject, including providing the office space, furnishings and personnel necessary for the performance arising out of the foregoing services Company’s day-to-day operations, subject to such limitations or parameters as Advisormay be imposed from time to time by the Board;
(lx) use commercially reasonable efforts to cause expenses incurred by or on behalf of the Company to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time;
(y) supervise one or more Independent Valuation Advisors and, or at any time reasonably requested by the Company's Board of Directorsif and when necessary, make reports recommend to the Board its replacement;
(z) in connection with any Offering, assist the Dealer Manager administratively with the selection process, implementation and training of Directors of its performance Participating Broker-Dealers and facilitate the ongoing due diligence review of the foregoing Company and the Offering conducted by Participating Broker-Dealers;
(aa) establish and manage ongoing operational and administrative processes for the Company, including engaging and negotiating contract terms with and supervising the performance by vendors of transfer agent services, call center and investor relations services, distribution payment processing, stockholder tax reporting, proxy voting, information technology requirements and reporting to Participating Broker-Dealers;
(bb) develop marketing materials for the Company;
(cc) assist in permissible public relations activities relating to the Company, including but not limited to the (i) development and administration of press releases, (ii) media relations, (iii) media coverage and by-lined articles, and (iv) subject to principal approval of the Dealer Manager and regulatory approvals, if required, the development and maintenance of a Company website to provide access for investors to financial reporting, financial advisor access to sales materials, and general information relating to the Company, such as filings with the Securities and Exchange Commission and informational presentations;
(dd) assist in the administration of the Company’s distribution reinvestment plan, Share transfers, Share redemptions and all exception requests;
(ee) arrange for the provision of data and customary information resources to interested parties such as custodians, trust departments, third-party reporting services and registered investment advisor platforms;
(ff) provide and administer all back office administrative services that may be required for the day-to-day operations of the Company;
(gg) perform such other services as may be required from time to time for the management and other activities relating to the Company’s respective business and assets as the Board shall reasonably request or the Advisor shall deem appropriate under the particular circumstances; and
(mhh) within 30 days after the end of each fiscal quarter of the Company, submit use commercially reasonable efforts to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit cause the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)comply with all applicable laws.
Appears in 1 contract
Samples: Advisory Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company potential and the Partnership investment opportunities primarily in real property and other real estate investments as well as provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Company’s most recent Prospectus, Articles of Incorporation and Bylaws, the Advisor shall, pursuant to delegated authorityeither directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) obtain or provide such services as may be required find, evaluate, present and recommend to administer the daily operations of Company investment opportunities consistent with the Company’s investment policies and objectives;
(b) identify serve as the Company’s and Partnership’s investment opportunities for and financial advisor and provide research and economic and statistical data in connection with the Company which are consistent with its Assets and the Company’s investment objectives and policies;
(c) serve as provide the Company's investment daily management of the Company and financial advisor Partnership and provide reports with respect to perform and supervise the Company's portfolio various administrative functions reasonably necessary for the management and operations of investments, including, but not limited to, the making of investments in real properties Company and other real estate investments, as described in the Registration StatementPartnership;
(d) maintain and preserve the books and records of the Company and the Partnership, including stock books and records reflecting a record of the Stockholders and their ownership of the Shares;
(e) investigate, select, and, on behalf of the Company, investigate, selectCompany and the Partnership, engage and conduct relations business with such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, including but not limited to, to consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companiesproperty owners, mortgagors, brokersproperty management companies, accountants, attorneys, appraisers transfer agents and othersany and all agents for any of the foregoing, including its 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 and on behalf of the Company and the Company's affiliatesPartnership with any of the foregoing;
(ef) consult with the Company's officers of the Company and directors the Board and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company and the Partnership;
(fg) review and analyze the operating and capital budgets prepared and submitted by a third party for each property;
(h) subject to the provisions of Section 2.02(i) and Section 2.03 hereof, (i) locate, analyze and select potential investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in real properties and other real estate Assets will be made; (iii) make investments and obtain in Assets on behalf of the Board of Directors' approval of investments as provided Company or the Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Assets; and (v) enter into leases of Property and service contracts for Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Assets including the servicing of Mortgages.
(i) provide the Board with periodic reports regarding prospective investments in Assets;
(gj) obtain from third parties or its affiliatesif a transaction requires approval by the Board, property management services for deliver to the Company's investments in real propertyBoard all documents required by them to properly evaluate the proposed transaction;
(hk) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds prior approval of the Company, paying Board (including a majority of all Independent Directors) for any and all investments in Assets with a Contract Purchase Price greater than an amount reasonably agreed to between the debts Advisor and fulfilling the obligations Independent Directors;
(l) obtain the prior approval of a majority of the Independent Directors and a majority of the Board not otherwise interested in any transaction with the Advisor or its Affiliates;
(m) negotiate on behalf of the Company and handlingthe Partnership with banks or lenders for loans to be made to the Company, prosecuting and settling any claims negotiate on behalf of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations Partnership with investment banking firmsfirms and broker-dealers, securities brokers or dealers and other institutions or investors for public or negotiate private sales of Shares and other securities of the Company's securities, Company or in obtaining investments obtain loans for the CompanyCompany and the Partnership, as and when appropriate, but in no event in such a way so that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms are defined an underwriter; and provided further, that any fees and costs payable to third parties incurred by the Advisor in connection with the Securities Act foregoing shall be the responsibility of 1933, as amendedthe Company;
(jn) obtain reports (which may be prepared by or perform current appraisals for each potential investment the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in real property or other real estate investmentAssets;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(lo) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors its performance of its services to the Company and the Partnership under this Agreement;
(p) provide the Company and the Partnership with, or assist the Company and the Partnership in arranging for, all necessary cash management services;
(q) deliver to or maintain on behalf of the Company and the Partnership copies of all appraisals obtained in connection with the investments in Assets;
(r) upon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company and the Partnership in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and the Partnership and handling, prosecuting and settling any claims of the Company and the Partnership, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(s) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company in connection with investor relations;
(t) provide office space, equipment and personnel as required for the performance of the foregoing servicesservices as Advisor;
(u) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(mv) within 30 days after do all things necessary to assure its ability to render the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, services described in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)this Agreement.
Appears in 1 contract
Samples: Advisory Agreement (NexPoint Hospitality Trust, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to find, evaluate, present and recommend to the Company potential and the Operating Partnership investment opportunities primarily in real property and other real estate investments as well as provide a continuing and suitable investment program consistent with the Company’s investment policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In its performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, the Advisor Bylaws and the Operating Partnership Agreement, the Advisor, either directly or indirectly, shall, pursuant to delegated authorityamong other duties:
(a) obtain or provide such services as may be required to administer the daily operations of the Company;
(b) identify investment opportunities for the Company which are consistent with its investment objectives and policies;
(c) serve as the Company's ’s and the Operating Partnership’s investment and financial advisor and provide reports research and economic and statistical data in connection with respect to the Company's portfolio of investments, including, but not limited to, the making of investments in real properties ’s assets and other real estate investments, as described in the Registration Statementinvestment policies;
(db) provide daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) investigate, select and, on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersreal estate management companies, lendersreal estate operating companies, fiduciaries, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments Investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4, (i) present a continuing and suitable investment program to the Board that is consistent with the Company’s investment policies and objectives; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of Directors' approval of investments as provided the Company and the Operating Partnership in the Registration Statement, but always consistent compliance with the investment objectives and policies and objectives of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the Sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments, including, with respect to Real Estate-Related Loans, servicing; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio; (viii) select Joint Venture partners (to be evaluated based on the Real Estate Assets that such joint venture owns or is being formed to own under the same criteria as the Advisor would use to evaluate the Company’s other Investments), structure corresponding agreements and oversee and monitor these relationships; (ix) oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other recordkeeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii) source and structure Real Estate-Related Loans (if the Company retains the servicing rights, the Advisor or one of its Affiliates will service the Real Estate-Related Loan or select a third-party provider to do so);
(f) upon request, provide the Board with periodic reports regarding prospective Investments;
(g) obtain from third parties or its affiliatesmake investments in, property management services for and dispositions of, Investments based on a developed disciplined investment approach (including, without limitation, a well-defined exit strategy) within the Company's investments in real propertydiscretionary limits and authority as granted by the Board;
(h) obtain for or provide to the Company such services as may be required in acquiringperform an in-depth review of each Real Property acquired, managing and disposing of investmentswhich review shall encompass, including, but not limited toamong other factors, the negotiation following:
(i) geographic location and property type;
(ii) condition and use;
(iii) market growth demographics;
(iv) historical performance;
(v) current and projected cash flow;
(vi) potential for capital appreciation;
(vii) presence of purchase contracts existing and services related to potential competition;
(viii) prospects for liquidity through Sale, financing or refinancing;
(ix) tax considerations; and
(x) the acquisition probability of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of sale at an optimum price within the Company, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company and such other services as the Company may require’s targeted holding period;
(i) advise perform a diligence review on each Investment prior to the closing thereof, including, with respect to Real Properties, obtaining an environmental site assessment for each proposed acquisition (which at a minimum will include a Phase I assessment, but which may include a Phase II assessment if the Advisor determines that the results of a Phase I assessment would warrant it);
(j) negotiate on behalf of the Company concerning its negotiations and the Operating Partnership with banks or other lenders for Loans to be made to the Company, the Operating Partnership or any of their subsidiaries, and negotiate with investment banking firmsfirms and broker-dealers on behalf of the Company, securities brokers the Operating Partnership or dealers and other institutions any of their subsidiaries, or investors for public or negotiate private sales of the Company's securities, Common Shares or in obtaining investments obtain Loans for the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a way manner that the Advisor could be deemed to shall be acting as a broker-dealer or underwriter as those terms are defined underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the Securities Act foregoing shall be the responsibility of 1933the Company, as amended;
(j) obtain the Operating Partnership or perform current appraisals for each potential investment in real property or other real estate investmentany of their subsidiaries;
(k) do all things necessary obtain reports (which may be, but are not required to assure be, prepared by the Advisor or its ability to render Affiliates), where appropriate, concerning the services value of Investments or contemplated herein, including providing the office space, furnishings and personnel necessary for the performance Investments of the foregoing services as AdvisorCompany and the Operating Partnership;
(l) from time to time, or at any time reasonably requested by the Company's Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the foregoing Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;
(m) provide the Company and the Operating Partnership with all necessary cash management services;
(n) deliver to, or maintain on behalf of, the Company copies of all appraisal reports;
(o) notify the Board of all proposed material transactions before they are completed;
(p) effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;
(q) perform investor relations and Stockholder communications functions for the Company;
(r) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein;
(s) maintain the Company’s accounting and other records and assist the Company in preparing, reviewing and filing all reports and returns required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;
(t) do all things reasonably necessary to assure its ability to render the services described in this Agreement;
(u) review and monitor credit risk and other risks of loss associated with each Investment;
(v) administer the Valuation Guidelines and, from and after the NAV Pricing Start Date, at the end of each Business Day, calculate the NAV as provided in the Valuation Guidelines, and in connection therewith, obtain independent appraisals (which the Advisor shall not be obligated to independently verify) performed by the Independent Valuation Advisor. For the avoidance of doubt, such calculation will involve estimating certain accrued fees and expenses that are part of the NAV;
(w) supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board its replacement;
(x) review the Valuation Guidelines and the methodologies for calculating NAV with the Board at least annually;
(y) make decisions regarding marketing methods with respect to the initial public Offering, the termination or extension of the initial public Offering, the initiation of a follow-on Offering, mergers and other Change of Control transactions and certain significant press releases;
(z) periodically review each Investment to determine the optimal time to sell the Investment and generate a strong return;
(aa) administer the Company’s share repurchase program and, in connection therewith, consider various factors in determining the amount of liquid assets the Company should maintain, including but not limited to the Company’s receipt of proceeds from sales of additional Common Shares, the Company’s cash flow from operations, available borrowing capacity under a line of credit, if any, the Company’s receipt of proceeds from any asset sale, and the use of cash to fund repurchases;
(bb) continually review the Company’s investment activity to attempt to ensure that the Company will not be regulated as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and
(mcc) within 30 days after the end of each fiscal quarter of continuously monitor the Company, submit ’s capital needs and the amount of available liquid assets relative to the Company's Board ’s current business, as well as the volume of Directors a statement repurchase requests relative to the sales of new Common Shares. Notwithstanding the foregoing, the Advisor may delegate any of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in foregoing duties to any Person so long as the Company's investments to permit Advisor remains responsible for the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) performance of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable)duties set forth in this Section 3.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Advisor undertakes to will use its best commercially reasonable efforts to present to the Company and the Operating Partnership potential investment opportunities primarily in real property and other real estate investments as well as to provide a continuing and suitable investment program consistent with the investment objectives and policies and objectives of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision and direction of the Board of Directors, and consistent with the Registration Statementprovisions of the Articles of Incorporation, Bylaws and the Operating Partnership Agreement, the Advisor shallwill either directly or by engaging an Affiliate or a third-party, pursuant to delegated authorityperform the following duties:
(a) obtain or provide such services serve as may be required to administer the daily operations of the Company’s and the Operating Partnership’s investment and financial advisor;
(b) identify investment opportunities provide the daily management for the Company which are consistent with its investment objectives and policiesthe Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;
(c) serve as the Company's investment and financial advisor and provide reports with respect to the Company's portfolio of investmentsinvestigate, includingselect and, but not limited to, the making of investments in real properties and other real estate investments, as described in the Registration Statement;
(d) on behalf of the Company, investigate, selectCompany and the Operating Partnership, engage and conduct relations business with and supervise the performance of such persons Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, hereunder (including consultants, investorsaccountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, banksproperty owners, borrowersproperty managers, lendersreal estate management companies, fiduciariesreal estate operating companies, financial service companiessecurities investment advisors, mortgagors, brokers, accountants, attorneys, appraisers the registrar and othersthe transfer agent and any and all agents for any of the foregoing), including its 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 entering into contracts in the name of the Company and the Company's affiliatesOperating Partnership with any of the foregoing);
(ed) consult with the Company's officers and directors Directors of the Company and assist the Company's Board of Directors in the formulation and implementation of the Company's investment and other ’s financial policies, and and, as necessary, furnish the officers and directors Board with advice and recommendations concerning with respect to the making of investments consistent with the investment objectives and policies and objectives of the CompanyCompany and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(fe) subject to the provisions of Section 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of investments in real properties transactions pursuant to which acquisitions and other real estate investments dispositions of Investments will be made; (iv) research, identify, review and obtain recommend acquisitions and dispositions of Investments to the Board of Directors' approval of investments as provided in the Registration Statement, but always consistent with the investment policies and objectives of the Company;
(g) obtain from third parties or its affiliates, property management services for the Company's investments in real property;
(h) obtain for or provide to the Company such services as may be required in acquiring, managing and disposing of investments, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations make Investments on behalf of the Company and handling, prosecuting the Operating Partnership in compliance with the investment objectives and settling any claims of the Company and such other services as the Company may require;
(i) advise the Company concerning its negotiations with investment banking firms, securities brokers or dealers and other institutions or investors for public or private sales policies of the Company's securities; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or in obtaining investments otherwise deal with, Investments; (vi) enter into leases and service contracts for the CompanyReal Estate Assets and, but in no event in such a way that the Advisor could be deemed to be acting as a dealer or underwriter as those terms are defined in the Securities Act of 1933, as amended;
(j) obtain or perform current appraisals for each potential investment in real property or other real estate investment;
(k) do all things necessary to assure its ability to render the services contemplated herein, including providing the office space, furnishings and personnel necessary for the performance of the foregoing services as Advisor;
(l) from time to time, or at any time reasonably requested by the Company's Board of Directors, make reports to the Board of Directors of its performance of the foregoing services; and
(m) within 30 days after the end of each fiscal quarter of the Company, submit to the Company's Board of Directors a statement of the Company's sources of income during such fiscal quarter and make recommendations concerning changes, if any, in the Company's investments to permit the Company to satisfy the requirements of Sections 856(c)(2), 856(c)(3) and 856(c)(4) of the Code (such statement of income may be based upon information supplied by independent contractors of the Company to the extent applicable).necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
Appears in 1 contract
Samples: Advisory Agreement (Phillips Edison Grocery Center Reit Ii, Inc.)
